Livermore City Council
October 24, 2022

CITY COUNCIL
AGENDA
MONDAY, OCTOBER 24, 2022
REGULAR HYBRID MEETING – 7:00 PM

MEETING PARTICIPATION INFORMATION CAN BE FOUND AT THE END OF THE AGENDA
IN PERSON INFORMATION:

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE
TELECONFERENCE INFORMATION:

ZOOM WEBINAR:
***ATTENTION: Zoom update requirements found at the bottom of the agenda*** https://us02web.zoom.us/j/82201145640
Zoom dial in phone number:
1 669 900 6833
Meeting ID: 822 0114 5640
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
Bob Woerner, Mayor
Regina Bonanno, Vice Mayor
Robert W Carling, Council Member
Brittni Kiick, Council Member
Trish Munro, Council Member
Livermore City Council Agenda October 24, 2022
1 1. CLOSED SESSION - NONE.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Proclamation recognizing October as National Domestic Violence Awareness Month presented to Maitri Finance & Accounting Manager, Tanuja Hegde.

Recommendation:

Staff recommends the City Council recognize October as National Domestic Violence Awareness Month.

Staff Report
Attachments:

1. Proclamation

3.2 Beautification Committee annual update presented by Vice Chair, Mark Gorallka.

Recommendation:

Staff recommends City Council accept the Beautification Committee annual update.

Staff Report

3.3 Presentation of the 2022 Beautification Awards.

Recommendation:

Staff recommends City Council accept the Beautification Committee Awards presentation.

Staff Report

4. CITIZEN'S FORUM
In conformance with the Brown Act, no City Council action can occur on items presented during Citizen's Forum.

To provide public comment in person, please submit a speaker card. When your name is called, walk to the lectern to address City Council.

To provide public comment virtually, please log into Zoom and use the 'raise hand' feature.

Comments are limited to a maximum of 3 minutes per person, per item. The Mayor may

ROLL CALL
Council Member Robert W. Carling
Council Member Brittni Kiick
Council Member Trish Munro
Vice Mayor Regina Bonanno
Mayor Bob Woerner

PLEDGE OF ALLEGIANCE
Livermore City Council Agenda October 24, 2022
2 reduce the amount of time based on the number of persons wishing to speak.

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Citizen's Forum will conclude after 30 minutes; however, if there are additional speakers, Public Forum will reconvene before the meeting adjourns.

5. CONSENT CALENDAR
Consent Calendar items are considered routine and are acted upon by the City Council with a single action. Members of the audience wishing to provide public input must submit a speaker card if in person or use the 'raise hand' feature if participating using Zoom. Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Approval of draft minutes - October 10, 2022 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report
Attachments:

1. 2022-10-10 Draft Regular Meeting Minutes

5.2 Resolution approving the First Amendment to Subdivision Improvement Agreement with Livermore Associates LLC for the Republic Square Retail Center Development to memorialize a settlement between the parties related to public improvements; and accepting Parcel Map 10525 public improvements for permanent maintenance.

Recommendation:

Staff recommends the City Council adopt a resolution:

1. Approving the First Amendment to the Subdivision Improvement Agreement with Livermore Associates LLC for the Republic Square Retail Center Development to memorialize a settlement between the parties related to public improvements and authorizing the Mayor to execute the agreement;

2. Accepting Parcel Map 10525 (south of Freisman Road between Livermore Outlets Drive and Wolf House Drive) public improvements for permanent maintenance; and

3. Authorizing release of the surety bonds for these public improvements.

Staff Report
Attachments:

1. Attachment 1 - Vicinity Map

2. Attachment 2 - Site Plan

3. Resolution

4. Exhibit A - First Amend to SIA for PM10525

5.3 Resolution authorizing an increase in the construction contract change order allowance with EVRA Construction, Inc. by $10,000, for a total not-to-exceed amount of $60,000, for the Real Livermore City Council Agenda October 24, 2022
3 Time Awareness Center Project 2019-58 within the police building.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing an increase in the construction contract change order allowance with EVRA Construction, Inc. by $10,000, to a cumulative not-to-exceed amount of $60,000, for the Real Time Awareness Center Project 2019-58, located within the police building.

Staff Report
Attachments:

1. Resolution

5.4 Resolution approving allocation of the Tourism and Special Event Grant monies for July 1, 2022-June 30, 2023 and authorizing the execution of grant agreements consistent with the City's Tourism and Special Events Grant Program.

Recommendation:

Staff recommends City Council adopt a resolution approving allocation of Tourism and Special Event Grant monies for July 1, 2022-June 30, 2023, and authorizing the City Manager to execute the Grant Agreements to Livermore Valley Winegrowers Association, Altamont Cruisers Car Club, Wente Family Foundation for Arts Education and Darcie Kent Winery LLC, and Rotary Club of Livermore in the not-to-exceed amount of $2,000 each.

Staff Report
Attachments:

1. Resolution

2. Exhibit A -Grant Agreement with Livermore Valley Winegrowers

3. Exhibit B- Grant Agreement with Altamont Cruisers

4. Exhibit C- Grant Agreement with Wente Foundation For Arts Education

5. Exhibit D- Grant Agreement with Rotary Club of Livermore

5.5 Resolution authorizing execution of a purchase order with CDW-G for the replacement of the City of Livermore’s (City) primary data backup system in an amount not-to-exceed $185,000 Recommendation:

Staff recommends the City Council adopt a resolution authorizing execution of a purchase order with CDW-G for the replacement of the City’s primary data backup system in an amount not-to-exceed $185,000.

Staff Report
Attachments:

1. CDW-G Quote MZLD146

2. Resolution

5.6 Resolution authorizing an agreement with Sun Ridge Systems, Inc. for continued software maintenance and support for the Public Safety Computer Aided Dispatch and Records Management software and related public safety software systems in an amount not-to-exceed $331,396.

Livermore City Council Agenda October 24, 2022
4 Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to sign an agreement with Sun Ridge Systems, Inc. for continued software maintenance and support for the Public Safety Computer Aided Dispatch and Records Management software and related public safety software systems in an amount not-to-exceed $331,396.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Sun Ridge Systems Agreement

5.7 Resolution authorizing the display of the POW- MIA flag for the week of November 6-13, 2022 Recommendation:

Staff recommends the City Council adopt a resolution authorizing the display of the POW-MIA flag on the flagpole at the Civic Center Campus for the week of November 6-13, 2022.

Staff Report
Attachments:

1. Resolution

5.8 Resolution reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

Recommendation:

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

Staff Report
Attachments:

1. Resolution

6. PUBLIC HEARINGS
Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

6.1 Adoption of an ordinance amending and revising the Building Code, Property Maintenance Code, Fire Code, Electrical Code, Mechanical Code, Plumbing Code, Residential Code, and the Green Building Standards Codes in the City's Municipal Code, to adopt by reference and amend the 2022 California Building Standards Code and the codes set forth therein.

Recommendation:

Staff recommends the City Council adopt an ordinance with an effective date of January 1, 2023:

Livermore City Council Agenda October 24, 2022
5 1. Revising and amending Chapter 15.02 (Building Code), 15.04 (Property Maintenance Code), 15.06 (Fire Code), 15.08 (Electrical Code), 15.10 (Mechanical Code), 15.12 (Plumbing Code), 15.14 (Residential Code), and 15.26 (Green Building Standards Code) in The Livermore Municipal Code.

2. Adopting new Chapters 15.02 (Building Code), 15.06 (Fire Code), 15.08 (Electrical Code), 15.10 (Mechanical Code), 15.14 (Residential Code), and 15.26 (Green Building Standards Code) of the Livermore Municipal Code by adopting and amending the 2022 Editions of the California Building, Fire, Electrical, Mechanical, Plumbing, Residential, and Green Building Standards Codes.

3. Adopting new Chapter 15.04 (Property Maintenance Code) of the Livermore Municipal Code by adopting and amending the 2021 edition of the International Property Maintenance Code.

Staff Report
Attachments:

1. Ordinance

2. Exhibit A - Chapter 15.02 Building Code

3. Exhibit B - Chapter 15.04 Property Maintenance Code

4. Exhibit C- Chapter 15.06 Fire Code

5. Exhibit D - Chapter 15.08 Electrical Code

6. Exhibit E - Chapter 15.10 Mechanical Code

7. Exhibit F - Chapter 15.12 Plumbing Code

8. Exhibit G - Chapter 15.14 Residential Code

9. Exhibit H - Chapter 15.26 Green Code

6.2 Hearing to consider approving an Amended and Restated Disposition and Development Agreement with Red Bear Property Management, Inc. for development of downtown commercial uses, authorizing the City Manager to execute the agreement and all other necessary documents to implement that agreement, and to conform the Stockmen's Park easement to this project and others on the park site.

Recommendation:

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

1. Finding that the Amended and Restated Disposition and Development Agreement (DDA) with Red Bear Property Management, Inc., attached hereto as Exhibit A, is within the scope of the 2004 Downtown Specific Plan Environmental Impact Report and the 2009 Downtown Specific Plan Subsequent Environmental Impact Report and the addendums adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178, and determining that Assessor Parcel Numbers 098-0289-026 and 098-0289-027 are exempt from the Surplus Land Act as defined in Government Code Section 54234(a)(1); and

2. Authorizing the City Manager to execute the DDA and all other necessary documents to implement that agreement and to conform the Stockmen's Park easement to this project and other projects on the park site.

Staff Report
Attachments:

Livermore City Council Agenda October 24, 2022
6 1. Resolution - CEQA and Exemption

2. Exhibit A - APN Map

3. Exhibit B-Surplus Land DDA Resolution

4. Exhibit C - Surplus Land - DA Ordinance No. 2106

5. Exhibit D - HCD Confirmation 9-28-22

6. Resolution - DDA

7. Exhibit A - Amended and Restated Disposition and Development Agreement.pdf

7. MATTERS FOR CONSIDERATION
Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

7.1 Update on the FY 2021-23 City Council Goals and Priorities and Equity and Inclusion workplan.

Recommendation:

Staff recommends City Council receive an update on the FY 2021-23 Goals and Priorities and Equity and Inclusion workplan.

Staff Report
Attachments:

1. FY 2021-23 City Council Priorities Report

2. FY 2021-23 Priorities Executive Summary

3. Equity and Inclusion Workplan Update

7.2 Discussion and direction regarding Livermore Development Code Chapter 4.06 Sign Standards for Temporary Signs.

Recommendation:

Staff recommends the City Council discuss the provisions in the Livermore Development Code regarding temporary signs placed on public property and in the designated public right-of-way and direct staff to address ongoing challenges with allowing temporary signs, including vandalism and theft.

Staff Report
Attachments:

1. July 27, 2020 Staff Report

2. Ordinance No. 2099

7.3 Discussion and direction on the City Council Subcommittee's recommended revisions to the City Council's Rules of Procedure and the City Council's Norms, Values and Principles of Governance
Recommendation:

The City Council Subcommittee recommends the City Council discuss and provide direction on the Subcommittee's recommended revisions to the City Council's Rules of Procedure and the City Council's Norms, Values, and Principles of Governance.

Livermore City Council Agenda October 24, 2022
7 Staff Report
Attachments:

1. Proposed Revisions to Rules of Procedure

2. Proposed Revisions to Norms, Values, and Principles of Governance

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF, AND COUNCIL MEMBERS

9. ADJOURNMENT
To a Regular City Council meeting on Monday, November 14, 2022 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue and virtually using Zoom.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report
Attachments:

1. Supplemental Material.pdf

11. HOW TO PARTICIPATE IN YOUR CITY COUNCIL MEETING
You can participate in the meeting in a number of ways:

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Citizen's Forum is an opportunity for the public to speak regarding items not listed on the agenda. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of that item. To submit a comment using Zoom, you may use the 'raise hand' feature when the item begins. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda. However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

Public Hearings - The topic of the hearing is typically summarized by staff, followed by a presentation by the applicant, and questions from the City Council. The Mayor will then open the hearing to the public and offer an opportunity for public comments. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of the presentation of the item. To submit a comment using Zoom, you may use the 'raise hand' feature as soon as the item begins.

Other Agenda Items are also open for public input including Consent Calendar or Matters for Consideration items. These comments are also subject to the 3-minute limit.

Special Meetings, Workshops - The public will have the opportunity to address the City Livermore City Council Agenda October 24, 2022
8 Council regarding the item that is the subject of the special meeting or workshop. Public comments are limited to a maximum of 3 minutes per person.

Platforms to Participate in Meetings:

Submission of Comments Prior to the Meeting:

Email Comments may be submitted by the public to the City Clerk’s Office ([email protected]). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record.
eComments may be submitted by the public using the eComment link here. Comments may be up to 1000 characters in length and will be accepted up until 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

Speakers are limited to a maximum of 3 minutes per person. To submit a comment in person, you must complete a speaker card for each item. Speaker cards are available in the Civic Center Meeting Hall lobby. Indicate on the card the item number you wish to comment on and submit the card directly to the City Clerk prior to the start of the item. To submit a comment using Zoom, you may use the 'raise hand' feature. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda.

However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

The City will be using YouTube and TV29 as two tools to provide the public access to view City Council meetings. No public comment will be accepted via YouTube.

TV29: tv29live.org
YouTube: http://youtube.com/c/CityofLivermoreCalifornia Zoom Webinar: https://us02web.zoom.us/j/82201145640
It is recommended residents use updated software to successfully join and participate in a meeting. Outdated versions may limit functionality and you may not be able to provide a public comment virtually. To download the most current version, visit zoom.us/download.

Zoom dial in phone number: 1 669 900 6833
Meeting ID: 822 0114 5640
If you would like to deliver written materials to the City Council as part of your public comments, and are commenting in person, please provide 10 copies to the City Clerk with your speaker card. If you are commenting using Zoom, the speaker must identify that intent in his or her comment and immediately email the materials to the City Clerk at Livermore City Council Agenda October 24, 2022
9 [email protected].

The City Council Agenda and Agenda Reports are prepared by City staff and are available for public review on Tuesday evening, six days prior to the City Council meeting in the Civic Center Library, 1188 South Livermore Avenue, Livermore, and at the City Clerk’s Office, 1052 South Livermore Avenue, Livermore. The Agenda is also available on the City’s website, http://LivermoreCA.gov/agenda.

Under Government Code §54957.5, any supplemental material distributed to the members of the City Council after the posting of this agenda will be available for public review in the City Clerk’s Office, 1052 South Livermore Avenue, Livermore, and included in the agenda packet available on the City’s web site at http://LivermoreCA.gov/agenda.

PURSUANT TO TITLE II OF THE AMERICANS WITH DISABILITIES ACT (CODIFIED AT 42 UNITED STATES CODE SECTION 12101 AND 28 CODE OF FEDERAL REGULATIONS PART 35), AND SECTION 504 OF THE REHABILITATION ACT OF 1973, THE CITY OF

LIVERMORE DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, RELIGION,

NATIONAL ORIGIN, ANCESTRY, SEX, DISABILITY, AGE OR SEXUAL ORIENTATION IN THE PROVISION OF ANY SERVICES, PROGRAMS, OR ACTIVITIES. TO ARRANGE AN

ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS PUBLIC MEETING, PLEASE CONTACT THE ADA COORDINATOR AT [email protected] OR CALL (925) 960-4170 (VOICE) OR (925) 960- 4104 (TDD) AT LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE MEETING.

Livermore City Council Agenda October 24, 2022
10 CITY COUNCIL STAFF REPORT ITEM NO. 3.1
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Proclamation recognizing October as National Domestic Violence Awareness Month presented to Maitri Finance & Accounting Manager, Tanuja Hegde.

RECOMMENDED ACTION
Staff recommends the City Council recognize October as National Domestic Violence Awareness Month.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Proclamation
Prepared by: Stephanie Egidio
Management Analyst
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
11 12
CITY COUNCIL STAFF REPORT ITEM NO. 3.2
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Scott Lanphier, Public Works Director
SUBJECT: Beautification Committee annual update presented by Vice Chair, Mark Gorallka.

RECOMMENDED ACTION
Staff recommends City Council accept the Beautification Committee annual update.

SUMMARY

DISCUSSION

ATTACHMENTS
Prepared by: Laurie Tobias
Senior Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
13 CITY COUNCIL STAFF REPORT ITEM NO. 3.3
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Scott Lanphier, Public Works Director
SUBJECT: Presentation of the 2022 Beautification Awards.

RECOMMENDED ACTION
Staff recommends City Council accept the Beautification Committee Awards presentation.

SUMMARY

DISCUSSION

ATTACHMENTS
Prepared by: Laurie Tobias
Senior Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
14 CITY COUNCIL STAFF REPORT ITEM NO. 5.1
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Tina Olson, Administrative Services Director
SUBJECT: Approval of draft minutes - October 10, 2022 Regular Meeting.

RECOMMENDED ACTION
Staff recommends the City Council approve the draft minutes.

SUMMARY

DISCUSSION

ATTACHMENTS

1. 2022-10-10 Draft Regular Meeting Minutes
Prepared by: Marie Weber
City Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
15 ATTACHMENT 1
OCTOBER 10, 2022 Minutes CM/75/1

CITY COUNCIL REGULAR MEETING
OCTOBER 10, 2022
________________________________________________________________

1. CLOSED SESSION – NONE.

2. CALL TO ORDER – The meeting of the City Council was called to order by Mayor Bob Woerner at 7:00 pm, held in person at 1016 S. Livermore Avenue and remotely using Zoom and YouTube.

ROLL CALL – Present: Mayor Bob Woerner, Vice Mayor Regina Bonanno and Council Members Robert W. Carling, Brittni Kiick and Trish Munro

PLEDGE OF ALLEGIANCE

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Proclamation declaring October 2022 as Hindu American Awareness and Appreciation Month presented to Rajeev Singh of the Hindu American Foundation.

Recommendation: Staff recommends City Council declare October 2022 as Hindu American Awareness and Appreciation Month.

CM Munro presented the proclamation declaring October 2022 as Hindu American Awareness and Appreciation Month presented to Rajeev Singh of the Hindu American Foundation.

3.2 Human Services Commission Annual Update presented by Chairperson Marc Ross.

Recommendation: Staff recommends City Council accept the update.

Chairperson Marc Ross presented the update.

4. CITIZENS FORUM
Mayor Woerner opened the public comment period.

Greg Scott provided a comment.

Constance Kopps provided a comment.
16 ATTACHMENT 1
OCTOBER 10, 2022 Minutes CM/75/2
Rick Nordyke provided a comment.

Alan Marling provided a comment.

Vladimir provided a comment.

Lisa Strange provided a comment.

Cody P provided a comment.

There were no more speakers and the public comment period was closed.

5. CONSENT CALENDAR
Mayor Woerner opened the public comment period.

There were no speakers and the public comment period was closed.

ON THE MOTION OF CM MUNRO, SECONDED BY CM CARLING, AND
CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

5.1 Approval of draft minutes - May 31, 2022 Special Meeting, September 12, 2022 Regular Meeting, and September 27, 2022 Special Meeting.

Recommendation: Staff recommended the City Council approve the draft minutes.

5.2 Resolution 2022-164 authorizing the execution of an agreement with Insight Public Sector for the replacement of the City’s primary data storage system in an amount not-to-exceed $142,000.

Recommendation: Staff recommended the City Council adopt a resolution authorizing the execution of an agreement with Insight Public Sector for the replacement of the City’s primary data storage system in an amount not-to-exceed $142,000.

5.3 Resolution 2022-165 Resolution authorizing the City Manager to enter into a Memorandum of Understanding with the City of Pleasanton for joint Tri-Valley Cities legislative advocacy services in a not-to-exceed contract amount of $150,000 for a term of five years.

Recommendation: Staff recommended City Council adopt a resolution authorizing the City Manager to enter into a Memorandum of Understanding with the City of Pleasanton for joint Tri-Valley Cities legislative advocacy services through consultant Townsend Public Affairs in a not-to-exceed contract amount of $150,000 for a total term of five years. The City of Pleasanton is the fiduciary agent. 17 ATTACHMENT 1
OCTOBER 10, 2022 Minutes CM/75/3

5.4 Resolution 2022-166 approving amendments to the City of Livermore Salary Plan to reflect previous agreements and a classification study.

Recommendation: Staff recommended the City Council adopt a resolution approving the City of Livermore Salary Plan as of October 10, 2022, in accordance with California Code of Regulations, Title 2, Section 570.5.

5.5 Resolution 2022-167 reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

Recommendation: Staff recommends City Council adopt a resolution reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

6. PUBLIC HEARINGS – NONE

6.1 THIS PREVIOUSLY NOTICED ITEM HAS BEEN CONTINUED TO THE OCTOBER 24, 2022 CITY COUNCIL MEETING
Hearing to approve an Amended and Restated Disposition and Development Agreement with Red Bear Property Management, Inc. for development of downtown commercial uses, authorizing the City Manager to execute the agreement and all other necessary documents to implement that agreement, and to conform the Stockmen's Park easement to this project and others on the park site.

6.2 Hearing to receive and consider protests related to the annual fire hazard abatement program and confirm the 2022 weed abatement assessments for collection on the County Assessor tax roll.

Recommendation: Staff recommends City Council consider all protests, and if Council finds appropriate, adopt a resolution overruling protests and confirming the 2022 weed abatement assessments and direct staff to file a certified copy of the assessment report with the County Auditor.

Mayor Woerner opened the public comment period.

Matt provided a comment.

There were no more speakers and the public comment period was closed.

ON THE MOTION OF MAYOR WOERNER, SECONDED CM MUNRO AND
CARRIED ON A 5-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING

RESOLUTION AND DIRECTED STAFF TO REMOVE THE PROPERTY
LOCATED ON CONCANNON BLVD FROM THE ASSESSMENT LIST:

Resolution 2022-168 overruled protests and confirmed the 2022 weed abatement 18 ATTACHMENT 1
OCTOBER 10, 2022 Minutes CM/75/4
assessments and directed staff to file a certified copy of the assessment report with the County Auditor for the property located on Marylin Avenue.

7. MATTERS FOR CONSIDERATION

7.1 Discussion and direction regarding the 2022 Community Survey including selection of customized questions.

Recommendation: Staff recommended the City Council provide direction regarding the inclusion of specific, closed-end policy questions in the upcoming National Community Survey TM, which is scheduled for data collection during November through December 2022.

Mayor Woerner opened the public comment period.

Constance Kopps provided a comment.

There were no more speakers and the public comment period was closed.

CITY COUNCIL RECEIVED THE PRESENTATION AND APPROVED THE

QUESTION CATEGORIES - GENERAL PLAN UPDATE, CLIMATE ACTION, AND COMMUNITY ENGAGEMENT.

7.2 Information requested regarding reproductive rights.

Recommendation: Staff recommends City Council receive information requested regarding reproductive rights.

Mayor Woerner opened the public comment period.

There were no speakers and the public comment period was closed.

CITY COUNCIL RECEIVED THE PRESENTATION AND DIRECTED STAFF TO

CHECK IN WITH COMMUNITY PARTNERS TO FIND OUT IF THEY ARE

SEEING ADDITIONAL NEEDS IN THE COMMUNITY REGARDING THE
REPRODUCTIVE RIGHTS.

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

THE MAYOR AND CITY COUNCIL MEMBERS PROVIDED THE FOLLOWING

SUMMARY OF RECENTLY ATTENDED EVENTS AND MEETINGS IN

ADDITION TO THE INFORMATION PROVIDED IN THE SUPPLEMENTAL PACKET.

Livermore Airport Open House CM Kiick and CM Munro noted their attendance at the event on October 1, 2022.
19 ATTACHMENT 1
OCTOBER 10, 2022 Minutes CM/75/5
Tri-Valley Cities Council Meeting CM Carling and CM Munro noted their attendance at meeting.

Livermore Police Department Swearing-In VM Bonanno and CM Munro noted their attendance at the event on September 29, 2022.

Taste of Africa CM Munro noted her attendance at the event on October 1, 2022.

Filipino Barrio Fiesta CM Munro noted her attendance at the event on October 2, 2022.

Art Walk CM Munro noted her attendance at the event on October 8, 2022.

Indigenous Peoples Day CM Munro recognized October 10 as indigenous people’s day.

Climate Action Subcommittee VM Bonanno and CM Carling noted their attendance at subcommittee meetings.

Pride Month VM Bonanno recognized October as Pride Month and invited the community to participate in events happening throughout the month.

8. ADJOURNMENT – at 9:59 pm to a Regular City Council meeting on Monday, September 27, 2022 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue and virtually using Zoom.

APPROVED:

BOB WOERNER, MAYOR
ATTEST:

MARIE WEBER, CITY CLERK
20 CITY COUNCIL STAFF REPORT ITEM NO. 5.2
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution approving the First Amendment to Subdivision Improvement Agreement with Livermore Associates LLC for the Republic Square Retail Center Development to memorialize a settlement between the parties related to public improvements; and accepting Parcel Map 10525 public improvements for permanent maintenance.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution:

1. Approving the First Amendment to the Subdivision Improvement Agreement with Livermore Associates LLC for the Republic Square Retail Center Development to memorialize a settlement between the parties related to public improvements and authorizing the Mayor to execute the agreement;

2. Accepting Parcel Map 10525 (south of Freisman Road between Livermore Outlets Drive and Wolf House Drive) public improvements for permanent maintenance; and

3. Authorizing release of the surety bonds for these public improvements.

SUMMARY
On March 26, 2018, the City Council approved Parcel Map 10525 and executed a Subdivision Improvement Agreement for Parcel Map 10525, recorded under series no. 2018082467, dated April 25, 2018, Official Records of Alameda County, California (Agreement).

As part of the Agreement, the City of Livermore (City) reimbursed the Developer for the required infrastructure installed that exceeded the Developer's required shared cost obligation for the infrastructure designated in the El Charro Specific Plan and as required by the Development Agreement.

The funding source for the El Charro Specific Plan Infrastructure Project 2007-20 in the FY 2021-23 Capital Improvement Plan was exhausted in October of 2021 prior to the completion of some of the required improvements for this project. Pursuant to Special Condition 3E of the Agreement, staff and Developer have agreed upon the following terms as part of the proposed First Amendment to the Subdivision Improvement Agreement:
21 • City agreed to eliminating a portion of the required landscape improvement obligations as shown on Exhibit C to the First Amendment.
• Developer has agreed to forfeit $500,000 of the reimbursable improvement costs as a community benefit.
• The City has satisfied any and all past, present and future reimbursement obligations to developer, including but not limited to those reimbursement obligations set forth in the Development Agreement DA07-007 and Amended Development Agreements DAAM08-004, DAA 12-006 and DAA 15-002 and the Original Subdivision Improvement Agreement. No further reimbursements to the developer are required.

Livermore Associates, LLC has fulfilled all of the obligations as described in the Conditions of Approval, the Subdivision Improvement Agreement for Parcel Map 10525, and the proposed First Amendment to Subdivision Improvement Agreement for Parcel Map 10525 to the satisfaction of the City Engineer.

Upon approval of the First Amendment to Subdivision Improvement Agreement for Parcel Map 10525, the City may accept Parcel Map 10525 for permanent maintenance, accept the offers of dedication that were previously rejected, and release the surety bonds for these public improvements as specified in the Subdivision Improvement Agreement and approved First Amendment to the Subdivision Improvement Agreement for Parcel Map 10525.

DISCUSSION
On February 7, 2017, the Planning Commission approved Vesting Tentative Parcel Map 10525 and Conditions of Approval. On November 17, 2017, the Planning Commission approved Amended Vesting Tentative Parcel Map 10525 to create four parcels of land with approximately 281,000 square feet of retail and hotel facilities.

On March 26, 2018, the Final Map for Parcel Map 10525 was approved by the City Council with a Subdivision Improvement Agreement (Agreement) and security for public improvements. At that meeting, the Council rejected the dedications made on Parcel Map 10525 for Livermore Outlets Drive, Wolf House Road, Public Utility Easement (PUE), and Emergency Vehicle Access Easement (EVAE). The City Council retained the right to accept the offers of dedication at a later date when the improvements were complete.

The developer, as a condition of this Parcel Map, is required to install a portion of the shared cost infrastructure designated in the El Charro Specific Plan as shown in Exhibit C of the Agreement which includes curb, gutter, medians, completion of Freisman Road, installation of Wolfhouse Road, Jack London Boulevard improvements and traffic signal, utilities, Freisman Park improvements, and landscaping. The estimated cost of these improvements was $4,394,244, which exceeds the developer’s estimated required remaining obligation of shared infrastructure cost of $2,055,688.

Per Development Agreement DA07-007 and Amended Development Agreements DAAM08-004, DAA12- 006, and DAA 15-002 T, the City is required to utilize payments received from various developers of property within the El Charro area to reimburse the developer the difference between the actual cost of the shared infrastructure improvements installed by the developer and the remaining obligation of the developer’s fair share costs for shared infrastructure. The developer installed most of the required infrastructure; however, the actual cost of construction exceeded the estimated costs.

As a result, the developer agreed to negotiate a true-up settlement with the City per special conditions 22 paragraph 3.E of the Agreement. As part of the true-up settlement, the City agreed to eliminate some of the required landscape improvement obligations as shown on Exhibit C to the First Amendment in exchange for the developer forfeiting $500,000 of the improvement costs as a community benefit and agreeing that the City has satisfied any and all past, present and future reimbursement obligations to the developer including, but not limited to, those reimbursement obligations set forth in Development Agreement DA07-007 and Amended Development Agreements DAAM08-004, DAA 12-006 and DAA 15- 002 and the Original Subdivision Improvement Agreement. No further reimbursements to the developer are required.

The First Amendment of Subdivision Improvement Agreement for Parcel Map 10525 memorializes the agreed upon true-up settlement. Livermore Associates, LLC has fulfilled all of the obligations as described in the Conditions of Approval, the Subdivision Improvement Agreement for Parcel Map 10525, and the First Amendment to Subdivision Improvement Agreement for Parcel Map 10525 to the satisfaction of the City Engineer.

Upon approval of the First Amendment of Subdivision Improvement Agreement for Parcel Map 10525, the City can accept the public improvements for permanent maintenance, accept the offers of dedication that were previously rejected, and authorize release of the surety bonds for these public improvements as specified in the Subdivision Improvement Agreement and approved First Amendment to the Subdivision Improvement Agreement for Parcel Map 10525.

FISCAL AND ADMINISTRATIVE IMPACTS
The Community Facilities District (CFD) 2012-1 El Charro Maintenance funds the operation, maintenance, and replacement of various public infrastructure, including landscape areas, streetscape such as landscaped medians, storm and creek drainage area, open space areas, park, and trail improvements. The annual operation, maintenance, and replacement costs of the new infrastructure to be maintained through the CFD are estimated to be $14,500. The CFD does not maintain other public infrastructure, including streetlights, roadways, curb, gutter, sidewalk, and utilities. The required annual operation, maintenance, and replacement funding for these improvements is estimated at $11,000 from sewer and water fees and $106,000 from the general fund which is derived from increased sales and property taxes generated from the new development.

The property owner will privately maintain the new vineyard buffer landscape improvements; however, if at any time in the future the property owner can no longer maintain this vineyard buffer landscaping, the property owner will be obligated to have the operation, maintenance, and replacement costs for these improvements added to their portion of the CFD assessment on their property. The estimated annual operation, maintenance, and replacement cost for the vineyard buffer is $2,000.

ATTACHMENTS

1. Attachment 1 - Vicinity Map

2. Attachment 2 - Site Plan

3. Resolution

4. Exhibit A - First Amend to SIA for PM10525
23 Prepared by: Mike Pato
Engineering Specialist
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
24 VICINITY MAP
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. 8,000 Livermore IT, GIS Services 1,333.3
1: NAD_1983_StatePlane_California_III_FIPS_0403_Feet
666.67 Feet 0 1,333.3
3/1/2018 7:55:36
AM
Prepared:

Notes:

Scale:

ATTACHMENT 1
25 ATTACHMENT 2
26 RESOLUTION NO. _______

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING THE FIRST AMENDMENT TO SUBDIVISION

IMPROVEMENT AGREEMENT WITH LIVERMORE ASSOCIATES, LLC FOR THE

REPUBLIC SQUARE RETAIL CENTER DEVELOPMENT TO MEMORIALIZE A SETTLEMENT BETWEEN THE PARTIES ; ACCEPTING PARCEL MAP 10525

PUBLIC IMPROVEMENTS FOR PERMANENT MAINTENANCE AND RELEASE OF

SECURITY
(Livermore Associates, LLC “Republic Square Retail Center Development” Parcel Map 10525)
On March 26, 2018, the City Council approved Parcel Map 10525 and executed a Subdivision Improvement Agreement recorded under series no. 2018082467, dated April 25, 2018, Official Records of Alameda County, California (“Agreement”).

As part of the Agreement, the City reimbursed the Developer for the required infrastructure installed that exceeded the Developers required shared cost obligation for the infrastructure designated in the El Charro Specific Plan. The funding source for the El Charro Infrastructure in the City’s Capital Improvement Program CIP No. 2007620, Fund 341, was exhausted in October of 2021, prior to the completion of some of the required shared cost landscape improvements for this project. Pursuant to Special Condition 3E of the Agreement, the City and Developer agreed upon a true up settlement. As a result, the City and the Developer agreed on the following true up settlement for Parcel Map 10525:
 City agreed to eliminate some of the required landscape improvement obligations as shown on Exhibit C to the First Amendment.
 Developer has agreed to forfeit $500,000 of the improvement costs as a community benefit.
 The City has satisfied any and all past, present, and future reimbursement obligations to Developer, including but not limited to those reimbursement obligations set forth in the Development Agreement (DA07-007) and Amended Development Agreements (DAAM08-004, DAA 12-006 and DAA 15-002), and the Original Subdivision Improvement Agreement. No further reimbursements to Developer are required.

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

1. The City Council approves the First Amendment to Subdivision Improvement Agreement for Parcel Map 10525 and authorizes the Mayor to execute said Amendment.
27 RESOLUTION NO. _______
Livermore Associates, LLC has fulfilled all obligations as described in the Conditions of Approval, the Subdivision Improvement Agreement for Parcel Map 10525, and the First Amendment to Subdivision Improvement Agreement for Parcel Map 10525 to the satisfaction of the City Engineer. The City Engineer of the City of Livermore has filed with the City Clerk his report in writing that all work on Parcel Map 10525 has been completed to City standards.

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

2. Pursuant to Streets and Highways Code section 1806, the City Council hereby accepts the street(s) within Parcel Map 10525.

3. The City Council hereby accepts all public improvements required to have been constructed pursuant to the Subdivision Improvement Agreement for Parcel Map 10525, recorded under series no. 2018082467, dated April 25, 2018, Official Records of Alameda County, California, and the First Amendment to Subdivision Improvement Agreement for Parcel Map 10525 approved by the City Council on October 24, 2022.

4. The faithful performance bond guaranteeing the Subdivision Improvement Agreement is hereby released.

5. The labor and materials bond guaranteeing the Subdivision Improvement Agreement shall, six months after the date of this resolution, be reduced to an amount equal to the amount of all claims filed and of which notice has been given. The balance of the bond shall be released upon the settlement of all such claims and obligations for which the security was given.

6. The security for the guarantee and warranty of the work under the Subdivision Improvement Agreement shall remain in effect for one year from the date of this resolution. The contractor/developer is required to reconstruct any deficiencies that occur and to repair or replace defective materials during the maintenance period.

7. Pursuant to Government Code sections 7050 and 66477.2, the City hereby rescinds its earlier action taken on March 26, 2018 and accepts the offer of dedication of Livermore Outlets Drive, Wolf House Road, Public Utility Easement (PUE), and Emergency Vehicle Access Easement (EVAE) on Final Parcel Map 10525, recorded in the office of the County Recorder on April 25, 2018, under Series Number 2018082466.

The City Clerk is directed to record this resolution in the office of the Alameda County Recorder.

On motion of Council Member ___________________, seconded by Council Member ____________________, the foregoing resolution was passed and adopted on October 24, 2022, by the following vote:
28 RESOLUTION NO. _______
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
______________________________ /s/ Kimberly Cilley
Marie Weber Kimberly Cilley
City Clerk Senior Assistant City Attorney
Exhibit A – First Amendment to Subdivision Improvement Agreement Parcel Map 10525 29 30
2 site improvements required by the Engineering Considerations at Exhibit “A”. All required improvements shall be constructed in accordance with the approved improvement plans (dated Feb 28, 2018, sheets 1-69), and current City standard specifications and details all of which are on file in the office of the City Engineer except as revised on Exhibit C to the First Amendment attached hereto and incorporated herein by this reference.

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

Special Conditions. The Developer shall be required to comply with the special conditions as follows:

A. Per Development Agreement DA07-007 and Amended Development Agreements DAAM08-004, DAA12-006, and DAA 15-002 the Developer is responsible for their fair share costs of all infrastructure improvements as designated in the El Charro Specific Plan based upon the actual net lot size for the Property, actual square footage of gross building floor area constructed but not less than 25% floor area ratio (FAR), and actual costs to implement the shared infrastructure improvements. The project entitlements, approved on November 7, 2017 (SUB17-001, SPDRM17-025), allow up to a total building area of 281,677 square feet, which equates to a FAR of 28 percent. The net lot size for the Project parcels is 23.063 acres as shown on Parcel Map 10525.

B. The Developer as a condition of this Parcel Map will be installing a portion of the shared cost infrastructure designated in the El Charro Specific Plan as shown in the Exhibit C of the Original Agreement which includes, but is not limited to, the following improvements: curb, gutter, medians, roadways, traffic signals, utilities, Freisman Park improvements, and landscaping. The Developer has satisfied this condition.

C. Per the Development Agreements referenced in Section 3.A. above, the Developer’s frontage improvements are entirely the responsibility of the Developer and therefore, do not count against the Developer’s fair share cost of shared infrastructure and shall not be eligible for reimbursement by the City.

Developer’s frontage improvements include but are not limited to the following work along the Developer’s property frontage: curb, gutter, sidewalk, landscaping, street lighting, vineyard buffer, traffic signals on Premium Outlets Drive at the entrance to Friesman Park and at the entrance to the Developer’s site, and pedestrian walkway to the San Francisco Premium Outlets site as depicted in Exhibit C to the Original Agreement. The Developer has satisfied this condition.

D. The Developer has requested an initial payment of their fair share cost of infrastructure that is attributed to a 25% FAR with a future payment of any additional fair share cost of infrastructure based upon actual square footage constructed for the Project at the time that a building permit is issued for Retail Building A on Parcel 4 of Parcel Map 10525. The Developer’s fair share obligation based on 25% FAR is estimated at $6,000,272. The Planning Commision approved entitlements (SPDRM20-027/SUB20-009) for Parcel 4 on 31 32
33 34
35 CITY COUNCIL STAFF REPORT ITEM NO. 5.3
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing an increase in the construction contract change order allowance with EVRA Construction, Inc. by $10,000, for a total not-to-exceed amount of $60,000, for the Real Time Awareness Center Project 2019-58 within the police building.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing an increase in the construction contract change order allowance with EVRA Construction, Inc. by $10,000, to a cumulative not-toexceed amount of $60,000, for the Real Time Awareness Center Project 2019-58, located within the police building.

SUMMARY
On December 13th, 2021, the City Council awarded the construction contract for the Real Time Awareness Center Project 2019-58 to EVRA Construction, Inc. This project involves converting a storage area in the Police building into a Real Time Awareness Center. This center will allow Police staff to monitor events in real time and support field activities. Work is nearing completion. One item that needs to be completed involves installing and commission the control system for the new HVAC system. This work needs to be completed as a change order because it was not in the original construction documents. The change order allowance for the project needs to be increased by $10,000 to complete this work.

DISCUSSION
The Real Time Awareness Center project was identified in the City Council's Fiscal Year 2019-21 Goals and Priorities (Emergency Management and Public Safety). The Police Department's Real Time Awareness Center will be a state-of-the-art tactical communications and real-time analysis policing facility. The Real Time Awareness Center, located within the Police building, will include a room with workstations for crime analysts to monitor a media wall of large displays, which will be capable of 36 streaming live video feeds from multiple sources. Most of the work has been completed on the project.

One item that needs to be completed involves installing and commissioning that control system for the new HVAC equipment that was installed.

FISCAL AND ADMINISTRATIVE IMPACTS
The construction contract amount with EVRA Construction was for $472,000 plus a contingency amount of $50,000, in accordance with Livermore Municipal Code Section 2.68.560B. The project is nearly complete and the change order work to date is approximately $40,000. Additional change order work for installing and commissioning the control system for the new HVAC system will be approximately $19,000. In order to complete this extra work, the change order allowance needs to be increased by $10,000 to a not-to-exceed amount of $60,000. The budget for this project in the Fiscal Year 2021-23 Capital Improvement Plan covers this increase in change order allowance and does not need to be adjusted.

ATTACHMENTS

1. Resolution
Prepared by: Joel Waxdeck
Assistant City Engineer
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
37 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION INCREASING THE CONSTRUCTION CONTRACT CHANGE ORDER ALLOWANCE WITH EVRA CONSTRUCTION BY $10,000, FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $60,000
(Real Time Awareness Center Project 2019-58)
On December 13th, 2021, the City Council awarded the construction contract for the Real Time Awareness Center Project 2019-58 to EVRA Construction, Inc. The construction contract amount with EVRA Construction was for $472,000, plus a contingency amount of $50,000, in accordance with Livermore Municipal Code Section

2.68.560B. This project involves converting a storage area at the police building into a Real Time Awareness Center. This center will allow Police staff to monitor events in real time and support field activities. Work is nearing completion. One item that needs to be completed involves installing and commissioning of the control system for the new HVAC system. This work needs to be completed as a change order because it was not in the original construction documents. This change order allowance for the project needs to be increased by $10,000 to complete this work.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Livermore that the construction contract change order allowance with EVRA Construction, Inc. is increased by $10,000, to a cumulative not-to-exceed amount of $60,000, for the Real Time Awareness Center Project 2019-58.

On motion of Council Member _______________________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on October 24, 2022 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Tara M. Mazzanti
Marie Weber Tara Mazzanti
Assistant City Attorney City Clerk
38 CITY COUNCIL STAFF REPORT ITEM NO. 5.4
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Brandon Cardwell, Innovation and Economic Development Director SUBJECT: Resolution approving allocation of the Tourism and Special Event Grant monies for July 1, 2022-June 30, 2023 and authorizing the execution of grant agreements consistent with the City's Tourism and Special Events Grant Program.

RECOMMENDED ACTION
Staff recommends City Council adopt a resolution approving allocation of Tourism and Special Event Grant monies for July 1, 2022-June 30, 2023, and authorizing the City Manager to execute the Grant Agreements to Livermore Valley Winegrowers Association, Altamont Cruisers Car Club, Wente Family Foundation for Arts Education and Darcie Kent Winery LLC, and Rotary Club of Livermore in the not-toexceed amount of $2,000 each.

SUMMARY
The purpose of the annual Tourism and Special Event Grant program is to provide financial assistance to organizations that promote Livermore as a destination and generate tourism that benefits the local and regional economy, including local merchants and the local wine industry. The application period for the 2022-23 Tourism and Special Event Grant Program is on a rolling basis. Grant requests must be for an event to occur between July 1, 2022, and June 30, 2023. Funding is recommended for the four applicants as indicated below, and the rest of the funding will be awarded as more applications are received.

DISCUSSION
The annual Tourism and Special Event Grant Program is allocated $10,000 from the General Fund to support organizations that directly benefit downtown businesses, local wineries, or promote Livermore as a destination. The purpose of the program is to provide financial support for events that:

Add to Livermore's unique art, history, diversity, or character, Produce an economic benefit to the City by marketing Livermore as a destination, Appeal to broad audiences throughout the region, and/or Provide interest and opportunity for the community to gather as we continue to navigate the COVID-19 pandemic.
39 Qualifying events must meet one or more of the above program goals. Funds are to be paid out to selected grant awardees after the event has taken place and receipts for eligible expenses are submitted to the City. The amount to be paid to each organization will not exceed the $2,000 grant amount and will not exceed fifty percent (50%) of the eligible costs of organizing the event.

The availability of funds for the FY 2022-23 Tourism and Special Event Grant Program was announced and applications were solicited through a press release and posting on the City website and social media beginning in June 2022.

The City's Grant Agreement process was updated this year to include selected applicants entering into a grant agreement with the City; registering and having an active City of Livermore business license; and submitting documentation that they carry insurance that meets the City's requirements for events.

Staff reviewed five applications and found that four demonstrated consistencies with the program and policy criteria. Staff therefore recommends that a grant of $2,000 each be awarded to the following four eligible applicants:

Applicant, Event, Location, Date of Event
Livermore Valley Winegrowers Association, Taste our Terroir, Bella Rosa Event Center and Several Winery Locations, July 14, 2022
Altamont Cruisers Car Club, 33rd Annual Nostalgia Car Show, Downtown Livermore, October 8, 2022 Wente Family Foundation for Arts Education and Darcie Kent Winery LLC, Love Livermore Live, Darcie Kent Winery, October 8, 2022
Rotary Club of Livermore, Livermore Rodeo Parade, Downtown Livermore, June 10, 2023 Since the grant period started on July 1, 2022, three of the four events have already taken place. Upon City Council approval, payment of the grant will be made once all grant requirements are met by the applicant(s).

FISCAL AND AMINISTRATIVE IMPACTS
The adopted FY 2022-23 General Fund budget includes $10,000 for the Tourism and Special Event grant program, of which $8,000 is currently recommended for approval. If the Innovation and Economic Development Department receives and recommends additional eligible Tourism and Special Event grant applications for the remaining $2,000 for FY 2022-23, staff will bring a follow-up Resolution to Council.

No additional fiscal or administrative impacts are anticipated. A net positive economic impact from tourism and special event activities is expected to generate additional revenues in the form of sales tax and hotel occupancy tax.

ATTACHMENTS

1. Resolution

2. Exhibit A -Grant Agreement with Livermore Valley Winegrowers 40 3. Exhibit B- Grant Agreement with Altamont Cruisers

4. Exhibit C- Grant Agreement with Wente Foundation For Arts Education

5. Exhibit D- Grant Agreement with Rotary Club of Livermore Prepared by: Theresa De La Vega
Management Analyst
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
41 RESOLUTION NO. _______

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING ALLOCATION OF TOURISM AND SPECIAL EVENT GRANT MONIES FOR THE PERIOD OF JULY 1, 2022 – JUNE 30, 2023, AND

AUTHORIZING THE EXECUTION OF GRANT AGREEMENTS WITH THE

LIVERMORE VALLEY WINEGROWERS ASSOCIATION, THE ALTAMONT

CRUISERS, THE WENTE FAMILY FOUNDATION FOR ARTS EDUCATION, AND

THE ROTARY CLUB OF LIVERMORE, IN THE NOT-TO-EXCEED AMOUNT OF $2,000 EACH
In 1991, the City of Livermore (“City”) established the Tourism and Special Event Grant program, which has been modified throughout the years. The program contains guidelines for the City’s annual solicitation of applications for the award of City of Livermore Tourism and Special Event Grant funds. Grants awarded from the Tourism and Special Event Grant program are made to provide financial assistance to organizations that promote Livermore as a destination and generate tourism that benefits the local and regional economy. The City’s approved operating budget in Fund 5001 for FY 2022-2023, includes $10,000 for the Tourism and Special Event Grant program.

Staff sought applications for FY 2022-2023 grant awards of up to $2,000 each, pursuant to the procedure described in the accompanying staff report and according to the Program guidelines.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that the following applicants for the Tourism and Special Event Grant Program for the period of July 1, 2022 – June 30, 2023, are approved to receive grant funding in an amount not to exceed $2,000 each, and the City Manager is authorized to execute on behalf of the City of Livermore the grant agreements with each of the respective applicants attached as Exhibits A through D:

Applicant Event Location Date of Event
Livermore Valley
Winegrowers
Association
Taste our Terroir Bella Rosa Event
Center and several
winery locations
July 14, 2022
Altamont
Cruisers
33rd Annual Nostalgia
Car Show
Downtown
Livermore
September 25, 2022
Wente Family
Foundation for
Arts Education,
and Darcie Kent
Winery LLC
Love Livermore Live Darcie Kent Estate
Winery
October 8, 2022
Rotary Club of
Livermore
Livermore
Rodeo Parade
Downtown
Livermore
June 10, 2023
42 On motion of Council Member _____________, seconded by Council member_______________________, the foregoing resolution was passed and adopted on October 24, 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
Exhibit A- Grant Agreement with Livermore Valley Winegrowers Association Exhibit B- Grant Agreement with Altamont Cruisers
Exhibit C- Grant Agreement with Wente Family Foundation for Arts Education Exhibit D- Grant Agreement with Rotary Club of Livermore 43 EXHIBIT A
44 EXHIBIT A
45 EXHIBIT A
46 EXHIBIT A
47 EXHIBIT A
48 EXHIBIT A
49 EXHIBIT A
50 EXHIBIT A
51 EXHIBIT A
52 EXHIBIT A
53 EXHIBIT A
54 EXHIBIT A
55 EXHIBIT A
56 EXHIBIT A
57 EXHIBIT A
58 EXHIBIT A
59 EXHIBIT A
60 EXHIBIT A
61 EXHIBIT B
62 EXHIBIT B
63 EXHIBIT B
64 EXHIBIT B
65 EXHIBIT B
66 EXHIBIT B
67 EXHIBIT B
68 EXHIBIT B
69 EXHIBIT B
70 EXHIBIT B
71 EXHIBIT B
72 EXHIBIT B
73 EXHIBIT B
74 EXHIBIT B
75 EXHIBIT B
76 EXHIBIT B
77 EXHIBIT B
78 EXHIBIT B
79 EXHIBIT C
80 EXHIBIT C
81 EXHIBIT C
82 EXHIBIT C
83 EXHIBIT C
84 EXHIBIT C
85 EXHIBIT C
86 EXHIBIT C
87 EXHIBIT C
88 EXHIBIT C
89 EXHIBIT C
90 EXHIBIT C
91 EXHIBIT C
92 EXHIBIT C
93 EXHIBIT C
94 EXHIBIT C
95 EXHIBIT C
96 EXHIBIT C
97 EXHIBIT C
98 EXHIBIT D
99 EXHIBIT D
100

EXHIBIT D
101

EXHIBIT D
102

EXHIBIT D
103

EXHIBIT D
104

EXHIBIT D
105

EXHIBIT D
106

EXHIBIT D
107

EXHIBIT D
108

EXHIBIT D
109

EXHIBIT D
110

EXHIBIT D
111

EXHIBIT D
112

EXHIBIT D
113

EXHIBIT D
114

EXHIBIT D
115

EXHIBIT D
116

EXHIBIT D
117
CITY COUNCIL STAFF REPORT ITEM NO. 5.5
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Tina Olson, Administrative Services Director
SUBJECT: Resolution authorizing execution of a purchase order with CDW-G for the replacement of the City of Livermore’s (City) primary data backup system in an amount not-to-exceed $185,000

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing execution of a purchase order with CDW-G for the replacement of the City’s primary data backup system in an amount not-to-exceed $185,000.

SUMMARY
The City's primary data backup system has reached the end of the warranty period. Therefore, City staff will upgrade the existing data backup system hardware to the manufacturer's newest platform and expand the system to include the Police Department systems. The total cost for this project is not-toexceed $185,000 and includes the remote support for configuration to City standards.

DISCUSSION
The City's current backup system is at the end of its warranty period. Therefore, city staff will upgrade the existing data backup system hardware to the manufacturer's newest platform and expand the system to include an additional unit to protect the Police Department systems. Currently, there are two different backup systems in use, one for City Hall servers and one for Police servers. Both are from different manufacturers, depend on physical tapes and off-site storage as part of their design, and neither supports immutable backups. This shortcoming was a significant factor in the City's cybersecurity event in 2020.

An immutable backup is a backup file that can’t be altered in any way. The hardware that stores the data prevents any changes to the data and prevents the destruction of one of the largest targets during a ransomware attack. This ensures the data is able to deploy to production servers immediately in case of ransomware or other data loss.
118
Advanced ransomware attacks now target backups and attackers can modify or delete a backup, destroying the City's ability to recover from a malware attack. Immutable backups prevent these situations, and the newest model, ExaGrid, supports this technology. By standardizing on this platform, all data backups will receive this level of protection, and system administration will become significantly more efficient with reduced training and support requirements.

Additionally, this upgrade will allow the City to implement the best practices for data backup, which is the 3-2-1 method. The City will retain three copies of the data in two separate locations and maintain one offsite cloud-based backup. Combined with immutable backups, this upgrade implements a zero-trust backup system to protect the City's file and application servers. By updating the backup system to these modern standards, the City will address a significant cybersecurity threat and eliminate the need for physical tapes and off-site storage.

CDW-G is a reseller of technology solutions. As most hardware vendors do not sell directly to the enduser, the City engages with resellers who commit to using the City's preferred purchasing contracts, such as National IPA/OMNIA Technology. In this case, the vendor provides pricing per the published National IPA/OMNIA Technology state contract price schedule already accepted by the City's purchasing policy.

Therefore, staff recommends purchasing the ExaGrid Tiered Backup Storage system from CDW-G.

FISCAL AND ADMINISTRATIVE IMPACT
The not-to-exceed amount for procurement of the City’s new ExaGrid data backup system is $185,000. It includes initial deployment support and 12 months of hardware maintenance. All costs associated with the proposed contract will be covered by the City’s General Fund and are included in the current Information Technology Division’s budget.

Staff expects to reduce the total cost of ownership of the City’s backup system by eliminating approximately $10,000 per year to purchase physical tapes and eliminating off-site storage, which costs the City approximately $1,000 per year.

After the first year, the City will continue to pay a yearly maintenance fee of $25,000 to cover ongoing support and maintenance of the backup system hardware. In addition, cloud storage fees are not expected to increase from the current amount already included in the budget.

ATTACHMENTS

1. CDW-G Quote MZLD146

2. Resolution
Prepared by: Steve Rodriguez
IT Manager
119
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
120
RESOLUTION NO. _________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A PURCHASE

ORDER WITH CDW-G FOR DATA BACKUP HARDWARE IN AN
AMOUNT NOT-TO-EXCEED $185,000
The City of Livermore (“City”) currently has a primary data backup system that has reached the end of its warranty period. City staff will upgrade the existing ExaGrid hardware to the manufacturer's newest platform and expand the system to include supporting the Police Department systems. This system is an essential component of the City Council’s Modernization, Training, and Workplace Enhancements goal, improving the City’s cybersecurity profile and standardizing the backup platform.

The City has selected CDW-G to provide the storage array hardware and support services, through the National Intergovernmental Purchasing Alliance (National IPA)/OMNIA Technology statewide agreement.

Section 2.68.390 of the Livermore Municipal Code states that the Administrative Services Director may enter into purchases that are based on cooperative purchasing programs or consortiums, when the underlying purchase was made using quotation or a bid procedure at least as restrictive as the City’s.

City staff selected CDW-G to provide the ExaGrid Tiered Backup Storage hardware through the National IPA/OMNIA Technology statewide agreement.

The National IPA/OMNIA Technology statewide agreement is a competitive bid contract that meets the City’s purchasing guidelines.

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

1. Authorizes the City Manager to execute a purchase order with CDW-G, in an amount not-to-exceed $185,000.

2. Authorizes the City Manager 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 October 24, 2022, by the following vote:
121
RESOLUTION NO. _________
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara M. Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
122
CITY COUNCIL STAFF REPORT ITEM NO. 5.6
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Jeramy Young, Police Chief
SUBJECT: Resolution authorizing an agreement with Sun Ridge Systems, Inc. for continued software maintenance and support for the Public Safety Computer Aided Dispatch and Records Management software and related public safety software systems in an amount not-to-exceed $331,396.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to sign an agreement with Sun Ridge Systems, Inc. for continued software maintenance and support for the Public Safety Computer Aided Dispatch and Records Management software and related public safety software systems in an amount not-to-exceed $331,396.

SUMMARY
On June 8, 2015, the City Council approved a resolution authorizing the City Manager to enter into a purchasing agreement with Sun Ridge Systems, Inc. to acquire a new Public Safety Computer Aided Dispatch (CAD) and Records Management System (RMS) and related systems. The new CAD RMS system was successfully implemented in February 2016 and included a warranty and maintenance period that expired on February 10, 2019. The original continuing maintenance agreement was implemented when the warranty maintenance agreement expired and is now coming to a close. The proposed new Sun Ridge Systems, Inc. maintenance agreement will maintain support for the City’s CAD RMS system for an additional three years up to October 31, 2025.

DISCUSSION
The City Council adopted a resolution authorizing the City Manager on June 8, 2015, to enter into a purchase agreement with Sun Ridge Systems, Inc. to provide the Police Department with a fully integrated CAD, RMS, Report Writing, Mobile Field Reporting, Training Management System, Property Module, and additional interfaces to local, state and federal systems. In February 2016 the system was put into full operation. The first multi-year maintenance agreement is expiring, and the new agreement will cover software and support services through an additional three years to October 31, 2025, at a fixed rate of $103,110 for year one, $111,359 for year two and $116,927 for year three. The total agreement is 123
for $331,396.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding for the Sun Ridge Systems, Inc. software and support services agreement is allocated in the Police Department’s approved FY 2022-23 budget and will cause no increase to that budget to cover the first year of the contract of $103,110. The remaining necessary funds will be included in the Police Department’s FY 2023-24 ($111,359) and FY 2024-25 ($116,927) annual operating general fund budget for Police Information Technology. The total cost for Sun Ridge Solutions maintenance services agreement is $331,396 for the three-year period.

ATTACHMENTS

1. Resolution

2. Exhibit A - Sun Ridge Systems Agreement
Prepared by: John Reynolds
Police Lieutenant
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
124
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT WITH SUN RIDGE SYSTEMS, INC. IN AN AMOUNT NOT-TO-EXCEED $331,396
On June 8, 2015, the City Council approved a resolution authorizing the City Manager to enter into a purchasing agreement with Sun Ridge Systems, Inc. to acquire a new Public Safety Computer Aided Dispatch (CAD) and Records Management System (RMS) and related public safety software systems. The new CAD RMS system was successfully implemented in February 2016 and included a warranty and maintenance period that expired on February 1, 2019, with an additional maintenance contract which expires on October 31, 2022.

The proposed Sun Ridge Systems Software Support Services Agreement will cover three years extending the maintenance period to October 31, 2025, to ensure ongoing maintenance and support for the City's public safety software.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that the City Manager is authorized to execute an agreement with Sun Ridge Systems, Inc., a copy of which is attached as Exhibit A and incorporated by this reference, for continued software maintenance and support for the Public Safety Computer Aided Dispatch and Records Management software and related public safety software systems in an amount not-to-exceed $331,396.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on October 24, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara M. Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A – Agreement with Sun Ridge Systems Inc.
125

EXHIBIT A
126

EXHIBIT A
127

EXHIBIT A
128

EXHIBIT A
129

EXHIBIT A
130
CITY COUNCIL STAFF REPORT ITEM NO. 5.7
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Christine Martin, Assistant City Manager
SUBJECT: Resolution authorizing the display of the POW- MIA flag for the week of November 6-13, 2022

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the display of the POW-MIA flag on the flagpole at the Civic Center Campus for the week of November 6-13, 2022.

SUMMARY
At the request of Mayor Woerner, consistent with the Commemorative Flag Display policy this agenda item provides a resolution for Council consideration which would authorize the display of the POW-MIA flag at the Civic Center Campus for the week of November 6-13, 2022.

DISCUSSION
On September 23, 2019, Council adopted a Commemorative Flag Display policy. The policy allows a Council Member to request display of a commemorative flag at the Civic Center Campus, on the City of Livermore flagpole, beneath the City of the Livermore flag. Once a request has been made by a Council Member, the Council will consider the request at a duly noticed public meeting.

The City's policy is constructed to allow the display of commemorative flags as a form of government expression. Such flags may be displayed for a period of time that is reasonable or customary for the subject that is to be commemorated, but no more than thirty-one consecutive days.

At the request of Mayor Woerner, consistent with the Commemorative Flag Display policy this agenda item provides a resolution for Council consideration which would authorize the display of the POW-MIA flag at the Civic Center Campus for the week of November 6-13, 2022.

FISCAL AND ADMINSTRATIVE IMPACTS
There are no fiscal or administrative impacts associated with flying the POW-MIA flag for the week of 131
November 6-13, 2022.

ATTACHMENTS

1. Resolution
Prepared by: Christine Martin
Assistant City Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
132
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE DISPLAY OF THE POW-MIA
FLAG FOR THE WEEK OF NOVEMBER 6-13, 2022
On September 23, 2019, the City Council adopted a commemorative flag display policy.

Consistent with the commemorative flag display policy, Mayor Woerner requested display of the POW-MIA flag at the civic center campus for the week of November 6-13, 2022.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Livermore direct staff to display the POW-MIA flag for the week of November 6-13, 2022.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on October 24, 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
133
CITY COUNCIL STAFF REPORT ITEM NO. 5.8
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Christine Martin, Assistant City Manager
SUBJECT: Resolution reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

RECOMMENDED ACTION
Staff recommends City Council adopt a resolution reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

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

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

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

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

1. The conditions caused by COVID-19 are likely to require the combined forces of a mutual aid 134
region or regions to appropriately respond; and,

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

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

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

On March 13, 2020, the City Manager declared a Local Emergency. The local emergency was ratified by City Council and continued every 30 days into 2022, where the emergency was terminated by Council in April 2022, then reinstated in May 2022 (Reso. No. 2022-077) and continued in June 2022 (Reso. No. 2022-099). The local emergency terminated thirty days thereafter, as it was not renewed.

However, the state continues its COVID-19 emergency response, and the Governor has signed Executive Order N-11-22, which retains a limited set of provisions that remain necessary to continue responding to the threat posed by, and mitigating the effects of, the COVID-19 pandemic; and precautions toward reducing the spread of COVID-19, including strongly encouraging masking indoors and social distancing.

Based on the above, staff recommends the City Council adopt a resolution reauthorizing teleconference or hybrid meetings of the City's legislative bodies in accordance with AB 361.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no fiscal or administrative impacts associated with the resolution.

ATTACHMENTS

1. Resolution
Prepared by: Christine Martin
Assistant City Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
135
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION REAUTHORIZING REMOTE TELECONFERENCE MEETINGS FOR THE CITY OF LIVERMORE’S LEGISLATIVE BODIES IN ACCORDANCE WITH ASSEMBLY BILL 361, INCLUDING HYBRID
An outbreak of coronavirus disease in 2019 (COVID-19) caused by the novel coronavirus (SARS-CoV-2) began in Wuhan, Hubei Province, China, in December 2019, and spread throughout China and to numerous other countries and territories, including the United States.

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

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

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

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

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

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

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

On March 4, 2020, the Governor of California proclaimed a state of emergency exists in California after making determinations that:
136
RESOLUTION NO. ________

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

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

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

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

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

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

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

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

On May 20, 2022, the Director of Emergency Services declared a local emergency. The declaration was based on the Alameda County Department of Health’s guidance issued on May 13, 2022, and the increase of positive cases among Livermore residents and City of Livermore staff.

On May 23, June 13, and July 11, 2022, the City Council adopted resolutions ratifying the declaration of local emergency and to reauthorize remote teleconference meetings in accordance with Assembly Bill 361 (Reso. Nos. 2022-077, 2022-099, and 2022-121).

On September 12 and October 10, 2022, the City Council adopted resolutions to reauthorize remote teleconference meetings in accordance with Assembly Bill 361 (Resos. No. 2022-153 and 2022-167).
137
RESOLUTION NO. ________
The State continues its COVID-19 emergency response, and the Governor has signed Executive Order N-11-22, which retains a limited set of provisions that remain necessary to continue responding to the threat posed by, and mitigating the effects of the COVID-19 pandemic; and precautions toward reducing the spread of COVID-19, including strongly encouraging masking indoors and social distancing.

Alameda County continues to align its response to the State and strongly encourages COVID-19 safety precautions, including masking indoors.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby finds that conditions warrant reauthorization of remote or hybrid teleconference meetings for the City of Livermore's legislative bodies in accordance with Assembly Bill 361 due to the COVID-19 pandemic.

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

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

2. The City Council has determined that COVID-19 continues to impact the ability of the City of Livermore’s legislative bodies to meet safely in person with no teleconference option. In-person meetings of the City of Livermore’s legislative bodies with no teleconference option might present imminent risks to the health or safety of some or all attendees.

3. The staff and legislative bodies of the City of Livermore are hereby reauthorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution, including conducting open and public meetings in accordance with Government Code section 54953(e) and other applicable provisions of the Brown Act for fully teleconferenced meetings, or hybrid meetings that accommodate both in person and teleconference participation by the legislative body members, staff, and the public.

4. This Resolution shall take effect immediately upon its adoption and shall be effective until the earlier of November 24, 2022, or such time the City Council makes subsequent findings in accordance with Government Code section 54953(e)(3) to extend the time during which the legislative bodies of the City of Livermore may continue to teleconference without compliance with Government Code section 54953(b)(3).

5. If any section, subsection, clause, or phrase in this Resolution is for any reason held invalid, the validity of the remainder of this Resolution shall not be affected thereby. The City Council would have passed this Resolution and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases thereof be held invalid. 138
RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on October 24, 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
139
CITY COUNCIL STAFF REPORT ITEM NO. 6.1
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Adoption of an ordinance amending and revising the Building Code, Property Maintenance Code, Fire Code, Electrical Code, Mechanical Code, Plumbing Code, Residential Code, and the Green Building Standards Codes in the City's Municipal Code, to adopt by reference and amend the 2022 California Building Standards Code and the codes set forth therein.

RECOMMENDED ACTION
Staff recommends the City Council adopt an ordinance with an effective date of January 1, 2023:

1. Revising and amending Chapter 15.02 (Building Code), 15.04 (Property Maintenance Code),

15.06 (Fire Code), 15.08 (Electrical Code), 15.10 (Mechanical Code), 15.12 (Plumbing Code),

15.14 (Residential Code), and 15.26 (Green Building Standards Code) in The Livermore Municipal Code.

2. Adopting new Chapters 15.02 (Building Code), 15.06 (Fire Code), 15.08 (Electrical Code), 15.10 (Mechanical Code), 15.14 (Residential Code), and 15.26 (Green Building Standards Code) of the Livermore Municipal Code by adopting and amending the 2022 Editions of the California Building, Fire, Electrical, Mechanical, Plumbing, Residential, and Green Building Standards Codes.

3. Adopting new Chapter 15.04 (Property Maintenance Code) of the Livermore Municipal Code by adopting and amending the 2021 edition of the International Property Maintenance Code.

SUMMARY
State law mandates all local jurisdictions enforce the California State Building Standards (Title 24 of the California Code of Regulations) in the construction and maintenance of all buildings and structures.

These standards include provisions of the nationally recognized model Building, Fire, Electrical, Mechanical and Plumbing Codes. These standards are updated on a tri-annual basis. The City currently enforces the 2019 California Building Standards Code. The State recently published the 2022 version of the Codes; per State law, local jurisdictions must enforce these codes with an effective date of January 1, 2023. Local amendments are permitted if they are no less restrictive than the State Code and are determined to be reasonably necessary in order to meet local climatic, geological, topographical, and 140
environmental conditions.

This proposed ordinance amends and revises the old codes and amends and adopts the new 2022 California Building Standards Code. In addition, staff has identified minor administrative amendments within the Building, Fire, and Residential codes that help to clarify the intent of pertinent code sections.

These minor amendments are consistent with amendments made in previous code adoptions.

DISCUSSION
Under State law, various State agencies have statutory authority to develop building standards, also known as building codes. These standards are updated every three years and are adopted into Title 24 of the California Code of Regulations through the California Building Standards Commission. The California Building Standards are based primarily on model codes developed by national code development organizations known as the International Code Council (Building, Fire, Residential and Property Maintenance Codes), the National Fire Protection Association (Electrical Code), and the International Association of Plumbing and Mechanical Officials (Plumbing and Mechanical Codes). The one exception to this is the Green Building Standards Code, which is developed in its entirety by the State.

As with the State Building standards, the model codes are also updated every three years. Both the model codes and state standards are developed with extensive local government input. Livermore participates in these efforts by providing testimony on behalf of the city, region and state during national model code hearings. The City also represents local government through participation on statewide seismic design, disabled access, and code advisory committees.

Livermore is a founding member city of the Tri-Chapter Uniform Code Adoption committee, a committee comprised of Bay Area cities, whose goal is to promote regional consistency in the local amendment process. These efforts have helped to maintain regional consistency, promoting user-friendly and easily understood construction codes throughout the Bay Area.

In addition, local jurisdictions can adopt code amendments that establish requirements above the minimum State building code requirements. These amendments are called “reach codes” and must be filed with and approved by the California Building Standards Commission (CBSC). A jurisdiction can adopt a reach code at any time; however, the most streamlined approach is to adopt the reach code concurrently with the new state building code.

Reach codes are effective and flexible tools to achieve local energy and climate policy objectives. Over 50 local jurisdictions in California adopted amendments to the 2019 Building Standards Code (2019 Code) related to energy-efficiency, building electrification, electric vehicle (EV) charging infrastructure, and solar photovoltaics. These reach codes are intended to reduce energy costs and greenhouse gas emissions, improve indoor and outdoor air quality, and expand clean and renewable energy.

Livermore’s Draft Climate Action Plan (CAP) calls for the City to adopt reach codes for all-electric buildings and electric vehicle charging in new construction. Conversations with the community during outreach for the CAP revealed overall support for these requirements in new construction. The community expressed concern about applying these requirements to additions or renovations in existing buildings due to costly upgrades that may be required, particularly in older homes with limited electrical capacity. Requiring new construction to be all-electric and to install electrical infrastructure for EV 141
charging upfront is a more cost-effective approach.

Reach codes for the 2019 Code amended the Energy Code (Title 24, Part 6), which required review and approval by the California Energy Commission (CEC) in addition to the CBSC. For the 2022 Building Standards Code (2022 Code), local jurisdictions have been directed to include all-electric construction and EV charging reach codes in the Green Building Standards Code also known as CALGreen Code (Title 24, Part 11). Amendments to the CALGreen Code do not require CEC review.

To further expand on the proposed Reach Code, the following sections outline proposed amendments to the 2022 CALGreen Code to require new buildings in Livermore to be all-electric and to install additional electric vehicle charging infrastructure. The reach codes do not apply to renovations or additions to existing buildings, including accessory dwelling units (ADUs) that are constructed on a lot with an existing residence. The reach codes amend the following sections of the 2022 CALGreen Code:

Chapter 2 - Definitions; Section 202 Definitions
Chapter 4 - Residential Mandatory Measures; Section 4.106 Site Development Chapter 5 - Nonresidential Mandatory Measures; Section 5.106 Site Development The amendments were prepared based on recommendations from the City Council Climate Change Subcommittee, Rincon Consultants, and East Bay Community Energy. They were also prepared in coordination with the Cities of Pleasanton and Dublin, which plan to adopt similar reach codes. If approved by the City Council, staff will submit the proposed amendments to the CBSC for review. If the CBSC approves the amendments, the requirements would take effect with the 2022 Code on January 1, 2023.

All-Electric Buildings in New Construction
All-electric buildings improve indoor and outdoor air quality and reduce greenhouse gas emissions when electricity is sourced from carbon-free and renewable energy. In most cases, all-electric construction is cheaper than construction with natural gas because it eliminates the need to install natural gas infrastructure. The all-electric reach code would require most new buildings in Livermore to be constructed without natural gas or other fossil fuels. The reach code requirements would not apply to renovations or additions to existing buildings.

An all-electric building is defined as:

A building that contains no combustion equipment or plumbing for combustion equipment serving space heating (including fireplaces), water heating (including pools and spas), cooking appliances (including barbeques), and clothes drying, within the building or building property lines, and instead use electric heating appliances for service.

Minimizing exceptions to the requirements is important to prevent expensive expansion of natural gas lines that serve only a few end users and to maximize the public health and environmental benefits of allelectric buildings. However, the reach code includes exceptions in the following cases:

Multifamily residential projects that received entitlements before the effective date of the code and have water heating systems serving multiple units.

Accessory Dwelling Units (ADUs) that are constructed on a parcel with an existing residence that 142
utilizes fuel gas.

Commercial kitchens with a business-related need to cook with combustion equipment.

Laboratories with a business, research, or educational-related need to use combustion equipment.

Hotels and motels with 80 or more guestrooms may utilize fuel gas in on-site commercial clothes drying equipment.

Projects that can demonstrate that it is infeasible to construct all-electric according to the California Energy Code or Building Energy Efficiency Standards.

All buildings that are granted an exception must meet requirements for combustion equipment, including having the pre-wiring and physical space needed to accommodate a future transition to all-electric.

Overall, this reach code will reduce construction costs, minimize natural gas usage, and open a pathway to utilizing 100% renewable energy in new construction.

Electric Vehicle Charging Infrastructure in New Construction Electric vehicle charging infrastructure at homes, workplaces, and commercial centers is necessary to support a transition from combustion to electric vehicles. The proposed reach code for EV charging establishes more ambitious requirements for EV charging infrastructure in new construction compared to the 2022 CALGreen Code. The reach code requirements would not apply to renovations or additions to existing buildings. Electric vehicle charging readiness requirements generally fall into three categories:

1. EV Charging Station (EVCS): An EV charger installed at a parking space, such that an EV can charge without additional equipment.

2. EV Ready Space: A parking space that has the power supply and associated outlet to readily plug in an EV charger and a vehicle can charge.

3. EV Capable Space: A parking space with electrical conduit installed and adequate capacity in the building's electrical panel and transformers to serve a future EV charger. Electrical work to complete the circuit and/or increase the gauge of upstream wiring would be required to accommodate an EV charger.

Additionally, EV charging speed is generally summarized into three categories:

Level 1: Includes a 110/120V, 20-amp circuit. This is equivalent to a standard home outlet that would charge an electric vehicle approximately 3-4 miles per charging hour.

Level 2: Includes a 208/240V, 40-amp circuit. This service capacity is typically used for larger appliance loads in homes and would charge an electric vehicle approximately 10-20 miles per charging hour.

Level 3: A minimum of 480V, 100-amp circuit. This level is used for Tesla Superchargers and other Direct Current Fast Chargers. An electric vehicle can charge 150+ miles per charging hour at this level.

The 2022 CALGreen Code includes the following requirements for EV charging infrastructure in new construction:

New one- and two-family dwellings and townhouses with attached private garages:

One Level 2 EV capable space
Multi-family dwellings and hotels with less than 20 units:
25% Level 2 EV ready spaces
10% Level 2 EV capable spaces
143
Multi-family dwellings and hotels with more than 20 units:
5% Level 2 EV charging stations
25% Level 2 EV ready spaces
10% Level 2 EV capable spaces
Non-residential uses:
5% Level 2 EV charging stations
15% Level 2 EV capable spaces
While California's new minimum requirements are a step forward, it is unlikely that the requirements for multi-family dwellings and non-residential buildings are enough to keep pace with expected electric vehicle growth looking towards 2030. The proposed reach code allows Livermore to prepare for a higher volume of electric vehicles in the future. The amendments include the following requirements for EV charging in new construction:

One- and two-family dwellings and townhouses with attached private garages:

Two Level 2 EV Ready spaces
Multi-family dwellings:
15% Level 2 EV Charging Stations
85% Level 2 EV Ready spaces
Non-residential uses:

Offices
20% Level 2 EV Charging Stations
30% Level 2 EV Capable spaces
Hotels:
5% Level 2 EV Charging Stations
25% Level 2 EV Ready spaces
10% Level 2 EV Capable spaces
All other:
10% Level 2 EV Charging Stations
10% Level 2 EV Capable spaces
Similar to the all-electric reach code, the EV charging reach code grants exceptions in certain cases, including:

Where local utility power supply is inadequate
If construction costs would increase by an average of:
$400 per parking space for affordable housing and non-profit organizations serving lowincome and underserved communities; or $4,500 per parking space for all other uses
Accessory Dwelling Units
Multifamily residential projects that received entitlements before the effective date of the code Spaces in automated mechanical car parking systems
Ensuring that newly constructed residential and non-residential parking has ample EV charging capability will reduce long-term retrofit costs of EV infrastructure installation, while supporting EV adoption and decreasing transportation-related greenhouse gas emissions. 144
Each of these efforts contribute to a set of construction codes that remain current with evolving industry practice, ensuring broad stakeholder input, building safety, construction consistency, protection of the environment, and economic vitality. The latest codes, as adopted by the State and proposed amendments have been updated to better reflect current technology and standards for construction, including seismic safety, fire protection, environmental protection, and maintenance of buildings.

FISCAL AND ADMINSTRATIVE IMPACTS
None.

ATTACHMENTS

1. Ordinance

2. Exhibit A - Chapter 15.02 Building Code

3. Exhibit B - Chapter 15.04 Property Maintenance Code

4. Exhibit C- Chapter 15.06 Fire Code

5. Exhibit D - Chapter 15.08 Electrical Code

6. Exhibit E - Chapter 15.10 Mechanical Code

7. Exhibit F - Chapter 15.12 Plumbing Code

8. Exhibit G - Chapter 15.14 Residential Code

9. Exhibit H - Chapter 15.26 Green Code
Prepared by: Franc Moufarrej
Building Official
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
145
ORDINANCE NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA AN ORDINANCE REVISING AND AMENDING CHAPTERS 15.02 BUILDING CODE, 15.04 PROPERTY MAINTENANCE CODE, 15.06 FIRE CODE, 15.08 ELECTRICAL CODE, 15.10 MECHANICAL CODE, 15.12 PLUMBING CODE,

15.14 RESIDENTIAL CODE, AND 15.26 GREEN BUILDING STANDARDS

CODE IN THE LIVERMORE MUNICIPAL CODE, AND ADOPTING BY

REFERENCE, AND AMENDING BASED UPON LOCAL CLIMATIC,
GEOLOGICAL, AND TOPOGRAPHICAL CONDITIONS, THE 2022
CALIFORNIA BUILDING STANDARDS CODE SET FORTH IN TITLE 24 OF

THE CALIFORNIA CODE OF REGULATIONS AND THE FOLLOWING CODES ADOPTED THEREIN - THE 2021 EDITIONS OF THE INTERNATIONAL

BUILDING CODE, THE INTERNATIONAL FIRE CODE, THE INTERNATIONAL

PROPERTY MAINTENANCE CODE, THE INTERNATIONAL RESIDENTIAL

CODE, THE UNIFORM PLUMBING CODE, THE UNIFORM MECHANICAL CODE, THE 2020 EDITION OF THE NATIONAL ELECTRICAL CODE, AND THE 2022 CALIFORNIA GREEN BUILDING STANDARDS CODE
Health and Safety Code Sections 17958 and 17958.5 allow the City of Livermore (“City”), by ordinance, to make modifications or changes to the State Building Standards Code and other regulations adopted pursuant to Health and Safety Code Section17922.

Health and Safety Code Section 17958.5 requires that such changes be determined to be reasonably necessary because of local climatic, geological, or topographical conditions.

Health and Safety Code Section 17958.7 requires that the City, before making any modifications or changes pursuant to Health and Safety Code Sections 17958 and 17958.5, make an express finding that each such modification or change is needed.

Such findings must be made available as a public record and a copy thereof with each such modification or change shall be filed with the California Building Standards Commission.

The City Council hereby determines that the proposed ordinance establishes requirements greater than those set forth in the 2022 edition of the California Building Standards Code codified in Title 24 of the California Code of Regulations, as adopted by the City of Livermore and set forth in chapters 15.02 Building Code,

15.04 Property Maintenance Code, 15.06 Fire Code, 15.08 Electrical Code,

15.10 Mechanical Code, 15.12 Plumbing Code, 15.14 Residential Code, 15.26 Green Building Code, in the Livermore Municipal Code.
146
ORDINANCE NO. ________

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LIVERMORE DOES FIND AND ORDAIN AS FOLLOWS:

Section 1. Findings. Amendments of the 2021 International Building Code, the 2021 International Fire Code, the 2021 Uniform Plumbing Code, the 2021 International Residential Code and the 2022 California Green Building Standards Code are necessary to serve the public interest by reducing the risk to life and property of the citizens of Livermore because of the following conditions:

1. Average yearly rainfall for the City is approximately 16"-18". This rainfall normally occurs from October to April. During the summer months, there is generally no measurable precipitation. Temperatures for this dry period average from 80
to 100
Fahrenheit and are frequently accompanied by light to gusty westerly winds. The City is surrounded by 2300 acres of grasslands, which, in conjunction with the dry and windy climaticconditions, create a hazardous situation that has led to extensive grass and brush fires in recent years. With more development extending from the urban core into the grass covered areas, wind driven fires could lead to severe consequences, as has been the case on several occasions in similar areas of the State. Therefore, additions to the Livermore Building and Fire Codes are necessary.

2. Uniquely for a city of its size, the City is bisected by several topographical features, including two major creeks (Arroyo Las Positas and Arroyo Mocho), one railroad line (Union Pacific) and Interstate, 580. As a result, the City is divided into discrete districts, such as the Springtown area north of the freeway and the residential area southwest of the Arroyo Mocho. Traffic between these districts is channeled into several major thoroughfares which must cross the creeks, railroad tracks, and freeway, by means of bridges, overpasses or underpasses. Heavy traffic congestion on the City's major streets already act as a barrier to timely responses for fire equipment and emergency services. In the event of an accident or other emergency at one of the key points of intersection between a road and creek, or freeway, sections of the City could become isolated, or response time could be sufficiently slowed so as to increase the risk of substantial injury or damage.

For example, a routine accident at Holmes Street bridge or First Street overpass would greatly reduce response times to the northeastern or southwestern portions of the City. With the inability of emergency services to guarantee rapid response to various sections of the City, it is necessary to mitigate this problem by requiring additional built-in automatic fireprotection systems, which will provide for early detection and initial fire control untilthe arrival of the firefighting equipment and other emergency services.

The Livermore Valley is subject to ground tremors from large seismic events on the San Andreas, Hayward, and Calaveras faults, the major active faults in the San 147
ORDINANCE NO. ________
Francisco Bay Area. In the Valley itself, and adjacent to the City of Livermore, is the active Greenville Fault. The largest recorded earthquake in this immediate area occurred on the San Andreas Fault on October 17, 1989, a 7.1 magnitude. The area also had a sequence of earthquakes on the Greenville Fault in January and February of 1980; these earthquakes had a magnitude of from 5.5 to 5.9 on the Richter Scale. The Mount Diablo thrust fault is also a potentially active fault in the northern end of the valley. Several smaller faults in or around the City include the Las Positas Fault, the Tesla Fault, and the Livermore Fault. The U.S. Geological Survey (USGS) has identified a 70% probability of a major earthquake occurring in the region within the next 30 years. Recent earthquake damage studies, including the 1994 Northridge earthquake, have indicated the lack of adequate design and detailing as a contributing factor to damages that reduced the protection of the life-safety of building occupants.

The potential for earthquakes influences fire protection planning in several ways. First, a major seismic event would create a city-wide demand on fire protection service which would be beyond the response capacity of the fire department. This potential problem can be mitigated by requiring initial fire control through the installation of automatic fire protection systems.

In addition, the City is adjacent to the Lawrence Livermore National Laboratory and Sandia Laboratory; two facilities engaged in nuclear, energy and scientific research. Because of the presence at both sites of radioactive and other hazardous materials, the fire department's energy in the wake of an earthquake would have to be focused on stabilizing any problems at these facilities.

This also supports the need for other structures in the City to be capable of at least initial fire suppression capacity. Finally, as demonstrated above, structural damage to the overpass or bridges connecting the City's various areas would seriously delay emergency vehicle access to these areas.

Livermore is located in the Livermore Valley, which has local topographical conditions affecting air quality. The Livermore Valley is a sheltered inland valley near the eastern border of the Bay Area. The western side of the valley is bordered by hills of 1,000 to 1,500 feet in elevation with two gaps connecting the valley to the central Bay area, the Hayward Pass, and Niles Canyon. The eastern side of the valley is also bordered by hills of 1,000 to 1,500 feet in elevation with one major passage to the San Joaquin Valley at the Altamont Pass, and several secondary passages. To the north lies the Black Hills and Mt. Diablo. A northwest to southeast channel connects the Diablo Valley to the Livermore Valley. The south side of the Livermore Valley is bordered by mountains approximately 3,000 to 3,500 feet high. Maximum summer temperatures in the Livermore Valley range from the high-80s to the 148
ORDINANCE NO. ________
low-90s, with extremes in the 100s. Winter maximum temperatures range from the high-50s to the low-60s, while minimum temperatures range from the mid-to-high 30s, with extremes in the high teens and low-20s.

The Livermore Valley does have violations of federal and state air quality standards based on these local topographical conditions, as well as local climatic. These local topographical and climatic conditions, combined with the local environmental condition as set forth in the Climate Change Element of the Livermore General Plan (2009), adopted herein by this reference, are the basis for the amendments to the California Building Standards Code.

These conditions contribute to the Bay Area’s status as a “nonattainment area” under the federal Clean Air Act for ozone and particulate matter and therefore, these air quality considerations require additional Green Building measures to amend chapters 2, 4, and 5 of the 2022 Green Building Standards Code (CAL Green) and adopt additional measures “Reach Codes” for electrification and Electric Vehicle charging as applicable, to improve indoor air quality, reduce energy usage, decrease greenhouse gas emissions, and expand clean and renewable energy.

3. Section 609.3 of the 2021 Uniform Plumbing Code is amended to prohibit the installation of water distribution piping under concrete floor slabs within buildings, due to the corrosive nature (on this piping) of the soil within various areas of the City.

For the above reasons, taken individually and cumulatively, the City Council of the City of Livermore finds that there are building and fire hazards, as well as environmental considerations, peculiar to Livermore that require the increased fire protection, structural design, and green building standards set forth in this ordinance.

Section 2. Adoption by Reference and Amendments. The 2022 California Building Standards Code set forth in Title 24 of the California Code of Regulations, and the following codes adopted therein – the 2021 editions of the International Building Code, the International Fire Code, the International Property Maintenance Code, the International Residential Code, the Uniform Plumbing Code, the Uniform Mechanical Code, the 2020 edition of the National Electrical Code, and the 2022 California Green Building Code, and amendments thereto set forth in the following chapters of the LivermoreMunicipal Code that are revised and amended to read as set forth in the corresponding exhibits attached hereto:

Exhibit A: Chapter 15.02, Building Code
Exhibit B: Chapter 15.04, Property Maintenance Code
Exhibit C: Chapter 15.06, Fire Code
Exhibit D: Chapter 15.08, Electrical Code
Exhibit E: Chapter 15.10, Mechanical Code
Exhibit F: Chapter 15.12, Plumbing Code
Exhibit G: Chapter 15.14, Residential Code
Exhibit H: Chapter 15.26, Green Building Standards Code 149
ORDINANCE NO. ________
Section 3. Environmental. The passage of this ordinance is not a project according to the definition in the California Environmental Quality Act and, therefore, is not subject to the provisions requiring environmental review.

Section 4. Severability. If any part of this ordinance is declared invalid by a court, such invalidity shall not affect any of the remaining parts.

Section 5. Publication. This ordinance, or a comprehensive summary thereof, shall be published once in a newspaper of general circulation in the City of Livermore within 15 days after its adoption and shall take effect and be in force thirty days after its adoption.

Section 6. Effective Date. This ordinance shall take effect 30 days after its adoption, but the revised and amended codes will not take effect for enforcement until 12:01 a.m. on January 1, 2023, when the 2022 California Building Standards Code becomes effective. Until that date and time, the chapters amended and revised by this ordinance will remain in full force and effect for enforcement.

The foregoing ordinance was introduced and its reading waived at the regular meeting of the City Council of the City of Livermore held on September 27, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

The foregoing ordinance was adopted and its reading waived at the regular meeting of the City Council held on October 24, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

Bob Woerner
Mayor, City of Livermore
ATTEST: APPROVED AS TO FORM:
/s/ Jason Alcala
Marie Weber Jason Alcala
City Clerk City Attorney
150
ORDINANCE NO. ________
Exhibit A – Chapter 15.02 Building Code
Exhibit B – Chapter 15.04 Property Maintenance Code
Exhibit C – Chapter 15.06 Fire Code
Exhibit D – Chapter 15.08 Electrical Code
Exhibit E – Chapter 15.10 Mechanical Code
Exhibit F – Chapter 15.12 Plumbing Code
Exhibit G – Chapter 15.14 Residential Code
Exhibit H – Chapter 15.26 Green Code
151
Chapter 15.02

BUILDING CODE
Sections:

15.02.010 Title for Citation.

15.02.020 Documents adopted by reference.

15.02.030 Amendments to International Building Code.

15.02.040 CBC Chapter 1, Division II, Title Block amended – Title block.

15.02.050 CBC Chapter 1, Division II, Section 101 amended – General.

15.02.060 CBC Chapter 1, Division II, Section 103 amended – Building and Safety.

15.02.070 CBC Chapter 1, Division II, Section 105.2 amended – Work exempt from permit.

15.02.080 CBC Chapter 1, Division II, Section 106 amended – Floor and Roof Design Loads.

15.02.090 CBC Chapter 1, Division II, Section 109 amended – Fees.

15.02.100 CBC Chapter 1, Division II, Section 110.3.6 amended – Lath and gypsum board inspections.

15.02.110 CBC Chapter 1, Division II, Section 110.3.9 amended – Energy efficiency inspections.

15.02.120 CBC Sections 903 and 904 amended – Fire Protection Systems.

15.02.130 CBC Section 1505.1 amended – Fire Classification, Roof coverings.

15.02.150 CBC Section 1705.3 amended – Concrete Construction, exception 1.

15.02.160 CBC Section 1905.1.7 amended - ACI 318, Section 14.1.4

15.02.170 Residential building permits issuance limitations.

15.02.010 Title for citation.

This chapter shall be known as the "Building Code," may be cited as such and will be referred to in this chapter as "this code."

15.02.020 Documents adopted by reference.

The International Building Code, 2021 Edition, as amended and set forth in the California Building Standards Code, Title 24 of the California Code of Regulations, published by the International Code Council is hereby adopted, together with Chapter 1 Division II, Scope and Administration and Appendices Chapters C and J, except as set forth in this chapter.

EXHIBIT A
152

15.02.030 Amendments to International Building Code.

The International Building Code (IBC) adopted in this chapter by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter.

Reference numbers herein are taken from the 2022 California Building Code.

15.02.040 CBC Chapter 1, Division II Scope and Administration amended – Title block.

CBC Chapter 1, Division II, Title block shall be amended to read:

15.02.040 CBC Chapter 1, Division II Title Block shall be amended to read:

CHAPTER 1, DIVISION II

LIVERMORE BUILDING CODE ADMINISTRATIVE PROVISIONS

15.02.050 CBC Chapter 1, Division II, Section 101 amended – General.

CBC Chapter 1, Division II, Section 101 is amended to read:

SECTION 101

GENERAL
101.1 Title. These regulations shall be known as the Livermore Building Code, hereinafter referred to as “this code.”
101.2 Scope.

The provisions of this code shall apply to the construction, alteration, relocation, enlargement, replacement, repair, equipment, use and occupancy, location, maintenance, removal and demolition of every building or structure or any appurtenances connected or attached to such buildings or structures.

Exception: Detached one-and two-family dwellings and multiple single-family dwelling (townhouses) not more than three stories above grade plane in height with a separate means of egress and their accessory structures not more than 3 stories above grade plane in height, shall comply with this code or the California Residential Code.
101.2.1 Appendices.

Provisions in the appendices shall not apply unless specifically adopted.

EXHIBIT A
153
101.3 Purpose.

The purpose of this code is to establish the minimum requirements to provide a reasonable level of safety, health and general welfare through structural strength, means of egress facilities, stability, sanitation, light and ventilation, energy conservation, energy conservation, and for providing a reasonable level of life safety and property protection from the hazards of fire, explosion or dangerous conditions, and to provide a reasonable level of safety to fire fighters and emergency responders during emergency operations. 101.4 Referenced codes.

The other codes listed in Sections 101.4.1 through 101.4.7 and referenced elsewhere in this code shall be considered part of the requirements of this code to the prescribed extent of each such reference.
101.4.1 Gas.

The provisions of the Livermore Plumbing Code shall apply to the installation of gas piping from the point of delivery, gas appliances and related accessories as covered in this code. These requirements apply to gas piping systems extending from the point of delivery to the inlet connections of appliances and the installation and operation of residential and commercial gas appliances and related accessories.
101.4.2 Mechanical.

The provisions of the Livermore Mechanical Code shall apply to the installation, alterations, repairs and replacement of mechanical systems, including equipment, appliances, fixtures, fittings and/or appurtenances, including ventilating, heating, cooling, air-conditioning and refrigeration systems, incinerators and other energyrelated systems. 101.4.3 Plumbing.

The provisions of the Livermore Plumbing Code shall apply to the installation, alteration, repair and replacement of plumbing systems, including equipment, appliances, fixtures, fittings and appurtenances, and where connected to a water or sewage system and all aspects of a medical gas system. The provisions of the Livermore Plumbing Code shall apply to private sewage disposal systems. 101.4.4 Property maintenance.

The provisions of the Livermore Property Maintenance and Building Codes shall apply to existing structures and premises; equipment and facilities; light, ventilation, space heating, sanitation, life and fire safety hazards; responsibilities of owners, operators and occupants; and occupancy of existing premises and structures.

EXHIBIT A
154
101.4.5 Fire prevention.

The provisions of the Livermore Fire Code shall apply to matters affecting or relating to structures, processes and premises from the hazard of fire and explosion arising from the storage, handling or use of structures, materials or devices; from conditions hazardous to life, property or public welfare in the occupancy of structures or premises; and from the construction, extension, repair, alteration or removal of fire suppression, automatic sprinkler systems and alarm systems or fire hazards in the structure or on the premises from occupancy or operation.
101.4.6 Energy.

The provisions of the California Energy Code, Title 24, Part 6 shall apply to all matters governing the design and construction of buildings for energy efficiency. 101.4.7 Existing buildings.

The provisions of the Livermore Existing Building Code shall apply to all matters governing the repair, alteration, change of occupancy, addition to and relocation of existing buildings.

15.02.060 CBC Chapter 1, Division II, Section 103 amended – Building and Safety.

CBC Chapter 1, Division II, Section 103 is amended to read:

SECTION 103

BUILDING AND SAFETY DIVISION
103.1 Creation of enforcement agency.

The Building and Safety Division is hereby created and the official in charge thereof shall be known as the building official. The function of the agency shall be the implementation, administration, and enforcement of this code.
103.2 Appointment.

The building official shall be appointed by the city manager. 103.3 Deputies.

In accordance with the prescribed procedures of this jurisdiction and with the concurrence of the appointing authority, the building official shall have the authority to appoint related technical officers, inspectors, plan examiners and other employees. Such employees shall have powers as delegated by the building official.

EXHIBIT A
155

15.02.070 CBC Chapter 1, Division II, Section 105.2 amended – Work exempt from permit.

CBC Chapter 1, Division II, Section 105.2 is amended to read:

Delete all reference to Electrical, Gas, Mechanical, and Plumbing repairs, appliances and fixtures. These items are addressed in the Livermore Electrical, Mechanical and Plumbing Codes.

15.02.080 CBC Chapter 1, Division II, Section 106 amended – Floor and Roof Design Loads.

CBC Chapter 1, Division II, Section 106 is deleted.

15.02.090 CBC Chapter 1, Division II, Section 109 amended – Fees.

CBC Chapter 1, Division II, Section 109 is amended to read:

Fees are to be set by resolution of the Livermore City Council.

All permit fees, development fees and other city fees, including, but not limited to, the tax on construction and traffic impact fees, may be waived for any permit issued for the repair of any structure as required by Chapter 15.64 (Unreinforced Masonry Building Hazard Reduction Program). Fees may be waived for reconstruction of any building removed in accordance with Chapter 15.64 when such building is replaced to replicate the structure to be removed.

15.02.100 CBC Chapter 1, Division II, Section 110.3.6 amended – Lath and gypsum board inspections.

CBC Chapter 1, Division II, Section 110.3.6 is amended to read:
110.3.6 Lath and gypsum board inspection.

The Exception is deleted.

15.02.110 CBC Chapter 1, Division II, Section 110.3.9 amended – Energy efficiency inspections.

CBC Chapter 1, Division II, Section 110.3.9 is amended to read:
110.3.9 Energy efficiency inspections.

Inspections shall be made to determine compliance with Title 24, Part 6 and shall include, but not be limited to, inspections for: envelope insulation R and U values, fenestration U value, duct system R value, and HVAC and water-heating equipment efficiency.

EXHIBIT A
156

15.02.120 CBC Sections 903 and 904 amended – Fire Protection Systems.

Sections 903 and 904 are amended as amended in sections 903 and 904 of the Livermore Fire Code (LMC Chapter 15.06).

15.02.130 CBC Section 1505.1 amended - Fire Classification, Roof coverings.

Section 1505.1 is amended by adding the following paragraph:

Roof covering shall be fire retardant minimum Class B or higher for all building regardless of type of construction.

15.02.150 CBC Section 1705.3 amended – Concrete Construction, exception 1.

Section 1705.3, exception 1 is amended to read:

1. Isolated spread concrete footings of buildings three stories or less above grade plane that are fully supported on earth or rock, where the structural design of the footing is based on a specified compressive strength, f’c, no greater than 2,500 pounds per square inch (psi) (17.2Mpa).

15.02.160 CBC Section 1905.1.7 amended - ACI 318, Section 14.1.4 Section 1905.1.7 is amended to read:
1905.1.7 ACI 318, Section 14.1.4. Delete ACI Section 14.1.4 and replace with the following:

14.1.4 Plain concrete in structures assigned to seismic design category C, D, E or F.

14.1.4.1 Structures assigned to Seismic Design Category C, D, E or F shall not have elements of structural plain concrete, except as follows:
(a) Isolated footings of plain concrete supporting pedestals or columns are permitted, provided the projection of the footing beyond the face of the supported member does not exceed the footing thickness.

Exception: In detached one and two-family dwellings three stories or less in height, the projection of the footing beyond the face of the supported member is permitted to exceed the footing thickness.

EXHIBIT A
157
(b) Plain concrete footing supporting walls are permitted, provided the footings have at least two continuous longitudinal reinforcing bars. Bars shall not be smaller than No. 4 and shall have a total area of not less than 0.002 times the gross cross-sectional area of the footing. A minimum of one bar shall be provided at the top and bottom of the footing. Continuity of reinforcement shall be provided at corners and intersections.

Exception: In detached one and two-family dwellings three stores or less in height and constructed with stud bearing walls, plain concrete footings with at least two continuous longitudinal reinforcing bars not smaller than No. 4 are permitted to have a total area of less than 0.002 times the gross cross –sectional area of the footing.

15.02.170 Residential building permits issuance limitations.

The following language is inserted in accordance with the provisions of a voter-approved initiative ordinance, dated April 11, 1972.

A. The people of the city find and declare that it is in the best interest of the city, in order to protect the health, safety, and general welfare of the citizens of the city, to control residential building permits in the said city. Residential building permits include single-family residential, multiple residential, and trailer court building permits within the meaning of this code. Additionally, it is the purpose of this initiative measure to contribute to the solution of air pollution in the city.

B. The specific reasons for the proposed petition are that the undersigned believe that the resulting impact from issuing residential building permits at the current rate results in the following problems mentioned below. Therefore, no further residential building permits are to be issued by the said city until satisfactory solutions, as determined in the standards set forth, exist to all the following problems:

1. Educational facilities. No double sessions in the schools or overcrowded classrooms as determined by the California Education Code.

2. Sewage. The sewage treatment facilities and capacities meet the standards set by the Regional Water Quality Control Board; and

3. Water supply. No rationing of water with respect to human consumption or irrigation and adequate water reserves for fire protection are existing.

EXHIBIT A
158
Chapter 15.04

PROPERTY MAINTENANCE CODE
Sections:

15.04.010 Title for citation.

15.04.020 Documents adopted by reference.

15.04.030 Amendments to the International Property Maintenance Code.

15.04.040 IPMC Chapter 1 amended.

15.04.050 IPMC Chapter 2 amended.

15.04.060 IPMC Chapter 3 amended.

15.04.070 IPMC Chapter 4 amended.

15.04.080 IPMC Chapter 5 amended.

15.04.090 IPMC Chapter 6 amended.

15.04.010 Title for citation.

This chapter shall be known as the "property maintenance code," may be cited as such and will be referred to in this chapter as "this code."

15.04.020 Documents adopted by reference.

The International Property Maintenance Code, 2021 Edition published by the International Code Council is hereby adopted. Where this chapter is inconsistent with state law then in that instance the provisions of the state law shall prevail.

15.04.030 Amendments to International Property Maintenance Code.

The International Property Maintenance Code (IPMC) adopted in this chapter by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter.

15.04.040 IPMC Chapter 1 amended.

Chapter 1 is amended as follows:

Sections 102.3, 102.8, 103, 107, 108, 111.7, 111.8, 112.4, 112.5, 112.6, 113 are deleted.

Each reference to the International Building Code is replaced with The California Building Code. Each reference to the International Existing Building Code is replaced by the California Existing Building Code. Each reference to the International Fire Code is replaced by the California Fire Code. Each reference to the International Fuel Gas and International Plumbing Codes is replaced by the California Plumbing Code. Each

EXHIBIT B
159
reference to the International Mechanical Code is replaced by the California Mechanical Code. Each reference to the International Residential Code is replaced by the California Residential Code. Each reference to the International Zoning Code is replaced by the Livermore Development Code.

15.04.050 IPMC Chapter 2 amended.

Chapter 2 is amended as follows:

Each reference to the International Building Code is replaced with The California Building Code. Each reference to the International Existing Building Code is replaced by the California Existing Building Code. Each reference to the International Fire Code is replaced by the California Fire Code. Each reference to the International Fuel Gas and International Plumbing Codes is replaced by the California Plumbing Code. Each reference to the International Mechanical Code is replaced by the California Mechanical Code. Each reference to the International Residential Code is replaced by the California Residential Code. Each reference to the International Zoning Code is replaced by the Livermore Development Code.

15.04.060 IPMC Chapter 3 amended.

Chapter 3 is amended as follows:

Sections 302.4, 302.8, 304.14, 304.18, and 309 are deleted.

Section 303.2 is amended to read:

Every person in possession of land within the city, either as owner, purchaser under contract, lessee, tenant or licensee, upon which is situated a private or public swimming pool or spa, shall at all times maintain an enclosure and safety device in accordance with chapter 31B (public swimming pools) of the California Building Code, specifically Section 3109.4.4.

15.04.070 IPMC Chapter 4 amended.

Chapter 4 is amended as follows:

Sections 404.6 and 404.7 are deleted.

EXHIBIT B
160

15.04.080 IPMC Chapter 5 amended.

Chapter 5 is amended as follows:

Each reference to the International Plumbing Code shall be replaced with the California Plumbing Code
Section 506.3 Grease interceptors amend to read:

Grease interceptors shall comply with section 1014 of the California Plumbing Code.

15.04.090 IPMC Chapter 6 amended.

Chapter 6 is amended as follows:

Each reference to the International Mechanical Code is replaced by the California Mechanical Code.

EXHIBIT B
161
1 Chapter 15.06

FIRE CODE
INDEX

15.06.010 Title for citation.

15.06.020 Documents adopted by reference.

15.06.030 Amendments to the International Fire Code.

15.06.040 CFC Chapter 1, Division II, 103.1 amended – Creation of agency

15.06.050 CFC Chapter 1, Division II, Table 105.5.9 amended - Permit Amounts for Compressed Gases.

15.06.060 CFC Chapter 1, Division II, Table 105.5.11 amended - Permit Amounts for Cryogenic Fluids.

15.06.070 CFC Chapter 1, Division II, Section 105.5.18 Item 3 amended - Flammable and combustible liquids.

15.06.080 CFC Chapter 1, Division II, Section 105.5.18 Item 12 added - Permit Amounts for Hazardous Materials, Flammable and Combustible Liquids and Gases at Residential Occupancies.

15.06.090 CFC Chapter 1, Division II, Table 105.5.22 amended - Permit Amounts for Hazardous Materials.

15.06.100 CFC Chapter 1, Division II, Section 105.5.54 Item 4 added - Radioactive Materials.

15.06.110 CFC Chapter 1, Division II, Section 111 deleted - Means of Appeals.

15.06.120 CFC Chapter 1, Division II, 112.4 amended– Violation penalties

15.06.130 CFC Chapter 1, Division II, Section 115 added - Unauthorized Discharges.

15.06.140 CFC Chapter 2 Definitions amended - Hazardous Materials

15.06.150 CFC Chapter 2 Definitions amended - Health Hazard

15.06.160 CFC Chapter 2 Definitions added - Maximum Threshold Quantity

15.06.170 CFC Chapter 2 Definitions added - Moderately Toxic Gas

15.06.180 CFC Section 603.11 added – Multiple Sources of Non-Utility Electricity

15.06.190 CFC Section 611 added - Immersion Heaters.

15.06.200 CFC Section 903.2 amended - Automatic Sprinkler Systems

15.06.210 CFC Section 903.3.1.2.3 amended - NFPA 13R Sprinkler Systems.

15.06.220 CFC Section 903.3.1.3 amended - NFPA 13D Sprinkler Systems.

15.06.230 CFC Section 3208.3.1 amended – Flue space protection.

15.06.240 CFC Section 5001.5.3 added - Hazardous Materials Inventory Statement and Hazardous Materials Management Plan Maintenance

15.06.250 CFC Section 5001.5.4 added - Hazardous Materials Business Plan (HMBP) Reporting Thresholds.

15.06.260 CFC Section 5003.2.10 added - Biodiesel and methanol equipment

15.06.270 CFC Section 5003.5.2 added - Ventilation ducting

15.06.280 CFC Section 5003.5.3 added - H Occupancies.

15.06.290 CFC Section 5003.13 added - Automatic Filling of Tanks

EXHIBIT C
162
2 15.06.300 CFC Section 5005.5 added - Emergency Alarms, supervision and monitoring

15.06.310 CFC Section 5601.1.3 added - Fireworks

15.06.320 CFC Section 5704.2.7.5.8 amended - Exception.

15.06.330 CFC Chapter 60 amended - Title

15.06.340 CFC Section 6004.1 amended - General

15.06.350 CFC Section 6004.1.2 amended - Gas Cabinets

15.06.360 CFC Section 6004.1.3 amended - Exhausted Enclosures

15.06.370 CFC Section 6004.1.4 added - Automatic shut-off valve

15.06.380 CFC Section 6004.1.5 added- Annual Maintenance

15.06.390 CFC Section 6004.1.6 added - Maximum threshold quantity

15.06.400 CFC Section 6004.1.7 added - Reduced flow valve

15.06.410 CFC Section 6004.1.8 added - Fire extinguishing systems

15.06.420 CFC Section 6004.1.9 added - Local gas shut off

15.06.430 CFC Section 6004.1.10 added - Exhaust ventilation monitoring

15.06.440 CFC Section 6004.1.11 added - Emergency response plan

15.06.450 CFC Section 6004.1.12 added - Emergency Response Liaisons

15.06.460 CFC Section 6004.1.13 added - Emergency Drills

15.06.470 CFC Section 6004.1.14 added - Cylinder leak testing

15.06.480 CFC Section 6004.1.15 added - Inert gas purge system

15.06.490 CFC Section 6004.1.16 added - Seismic shutoff valve

15.06.500 CFC Section 6004.1.17 added - Fittings and connections.

15.06.510 CFC Section 6004.2 amended - Indoor storage and use.

15.06.520 CFC Section 6004.2.1 amended - Applicability

15.06.530 CFC Section 6004.2.1.1 amended - Quantities not exceeding the maximum allowable quantity per control area.

15.06.540 CFC Section 6004.2.1.4 added - Quantities not exceeding minimum threshold quantity per control area.

15.06.550 CFC Section 6004.2.1.5 added - Quantities exceeding minimum threshold quantity per control area.

15.06.560 CFC Section 6004.2.2 amended - General indoor requirements

15.06.570 CFC Section 6004.2.2.5 amended - Piping and controls - stationary tanks, Item 1

15.06.580 CFC Section 6004.2.2.7 amended - Treatment systems.

15.06.590 CFC Section 6004.2.2.10.1 amended - Alarms.

15.06.600 CFC Section 6004.3 amended - Outdoor storage and use.

15.06.610 CFC Section 6004.3.1 amended - Applicability

15.06.620 CFC Section 6004.3.1.1 amended - Quantities not exceeding the maximum allowable quantity per control area.

15.06.630 CFC Section 6004.3.1.4 added - Quantities not exceeding the minimum threshold quantity per control area.

15.06.640 CFC Section 6004.3.1.5 added - Quantities exceeding the minimum threshold quantity per control area.

15.06.650 CFC Section 6004.3.2 amended - General outdoor requirements.

15.06.660 CFC Section 6004.3.3 - Outdoor storage weather protection for portable tanks and cylinders.

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3 15.06.010 Title for citation
These regulations shall be known as the "Livermore Fire Code," hereinafter referred to as "this code."

15.06.020 Documents adopted by reference
A. The International Fire Code, 2021 Edition, as amended and set forth in the California Code of Regulations, Title 24, Part 9, published by the International Code Council, is hereby adopted, together with Appendices D, E (informational purposes), F, and H, except as set forth in this chapter.

1. Only those sections, including applicable amendments, of Chapter 4 and Chapter 11 adopted by the California Office of the State Fire Marshal (SFM) as identified in the applicable adoption matrix shall be adopted.

B. The International Fire Code (IFC) adopted by reference for the purpose of prescribing regulations governing conditions hazardous to life and property from fire or explosion in this chapter by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter. Reference numbers herein are taken from the 2022 California Fire Code.

C. These regulations shall be known as the Livermore Fire Code, hereinafter referred to as “this code.”
D. Where there is a reference in the code to the “fire official,” “fire code official” or “authority having jurisdiction,” it shall mean the “Fire Chief” or, in the absence of the fire chief, the Fire Marshal.

15.06.030 Amendments to the International Fire Code
The International Fire Code (IFC) adopted in this chapter by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter.

Reference numbers herein are taken from the 2022 California Fire Code.

15.06.040 CFC Chapter 1, Division II, 103.1 amended - Creation of agency Section 103.1 is amended to read:

The Livermore-Pleasanton Fire Department is hereby created and the official in charge thereof shall be known as the fire code official. The function of the agency shall be the implementation, administration and enforcement of the provisions of this code.

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4 15.06.050 CFC Chapter 1, Division II, Table 105.5.9 amended – Permit Amounts for Compressed Gases
Table 105.5.9 is amended to read:

Type of Gas Amount (cubic feet at NTP)
Carbon dioxide used in carbon dioxide
enrichment systems
875 (100 lb.)
Carbon dioxide used in insulated carbon
dioxide beverage dispensing
applications
875 (100 lb.)
Corrosive 200
Flammable (except cryogenic fluids and
LPG)
200
Highly Toxic Any amount
Inert, carbon dioxide (not otherwise
permitted above), simple asphyxiant and
other gases with a 1,000 cubic foot
threshold for the HMBP program
1,000
Moderately Toxic Any amount
Oxidizing (including oxygen) 200
Pyrophoric Any amount
Toxic Any amount
All other gases not otherwise permitted
above subject to HMBP reporting (per
material)
200

15.06.060 CFC Chapter 1, Division II, Table 105.5.11 amended – Permit Amounts for Cryogenic Fluids.

Table 105.5.11 is amended to read:

Type of Cryogenic Fluid Cubic feet at NTP
Corrosive Any Amount
Flammable Any Amount
Inert, simple asphyxiant, and other gases
with a 1,000 cubic foot threshold for the
HMBP program
1,000
Oxidizing (including oxygen) 200
Physical or health hazard not indicated
above
Any amount

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5 All other materials not otherwise
permitted above subject to HMBP
requirements (per material)
200

15.06.070 CFC Chapter 1, Division II, Section 105.5.18 Item 3 amended – Flammable and combustible liquids.

Section 105.5.18 Item 3 is amended to read:

3. To store, handle or use Class II or Class IIIA liquids in excess of 25 gallons except for fuel oil in the fuel tanks of portable equipment.

15.06.080 CFC Chapter 1, Division II, Section 105.5.18 Item 12 added - Permit Amounts for Hazardous Materials, Flammable and Combustible Liquids and Gases at Residential Occupancies
Section 105.6.17 Item 12 is added to read:

12. Storage of flammable and combustible liquids and flammable gases at Group R occupancies are limited as follows:

1. Outside storage of flammable liquids (including gasoline) is limited to 30 gallons.

2. Outside storage of combustible liquids (including diesel and kerosene) is limited to 55 gallons.

Exception: Emergency generators used for life safety purposes.

3. Outside storage of compressed and liquefied flammable gas is limited to 15 gallons or 540 cubic feet.

Exceptions:
a. Emergency generators used for life safety purposes.
b. Fixed gas supply for occupancies not provided with natural gases services. Amounts over 1,000 gallons must be approved by the fire official.

4. Manufacture of Biodiesel and Methanol at Residential Occupancies. The manufacture of biodiesel and methanol is prohibited in Residential Occupancies and in U Occupancies associated with Residential Occupancies both inside and outside buildings.

15.06.090 CFC Chapter 1, Division II, Table 105.5.22 amended – Permit Amounts for Hazardous Materials.

Table 105.5.22 is amended to add:

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6 Moderately toxic gas 20 cubic Feet
Irritants and
Sensitizers
550 gallons (liquids)
5000 pounds (solids)
Other materials
subject to HMBP
requirements
55 gallons (liquids)
500 pounds (solids)

15.06.100 CFC Chapter 1, Division II, Section 105.5.54 Item 4 added- Radioactive Materials.

Section 105.5.54 Item 4 is added to read:

4. Radioactive Materials. To store or handle more than one micro curie (37,000 Becquerel) of radioactive material not contained in a sealed source or more than 1 mill curie (37,000,000 Becquerel) of radioactive material in a sealed source or sources, or any amount of radioactive material for which a specific license from the Nuclear Regulatory Commission is required.

15.06.110 CFC Chapter 1, Division II, Section 111 deleted - Means of Appeals.

Section 111 is deleted.

15.06.120 CFC Chapter 1, Division II, 112.4 – Violation penalties Section 112.4 is amended to read:
112.4 Violation penalties. Persons who shall violate a provision of this code or shall fail to comply with any of the requirements thereof or who shall erect, install, alter, repair or do work in violation of the approved construction documents, or directive of the fire code official, or of a permit, or certificate used under provisions of this code, shall be punished in accordance with the fines and penalties established by the Livermore Municipal Code and/or, as specified by California Government Code, Section 36900.

Each day that a violation continues after due notice has been served shall be deemed a separate offense.

15.06.130 CFC Chapter 1, Division II, Section 115 added – Unauthorized Discharges.

Section 115 is added to read:

Unauthorized Discharges. The Livermore-Pleasanton Fire Department may charge fees to recover the cost of response to incidents involving the discharge or the threatened discharge of a hazardous (or suspected hazardous) material.

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7 15.06.140 CFC Chapter 2 Definitions amended - Hazardous Materials The definition of Hazardous Materials is amended as follows:

HAZARDOUS MATERIALS. Those chemicals or substances which are physical hazards or health hazards as defined and classified in this chapter and/or are compressed gases, whether the materials are in usable or waste condition.

15.06.150 CFC Chapter 2 Definitions amended - Health Hazard The definition of Health Hazard is amended as follows:

HEALTH HAZARD. A classification of chemical for which there is statistically significant evidence that acute or chronic health effects are capable of occurring in exposed persons. The term “health hazard” includes chemicals that are moderately toxic, toxic, highly toxic, or corrosive.

15.06.160 CFC Chapter 2 Definitions added - Maximum Threshold Quantity The definition of Maximum Threshold Quantity is added as follows:

Maximum Threshold Quantity. The following formula shall be used to calculate the maximum threshold quantity for toxic, highly toxic, and moderately toxic gases:

Max TQ (lbs.) = LC50 (ppm) x 2 lb.

For gas mixtures containing one or more toxic, highly toxic or moderately toxic components, the LC50 shall be calculated using CGA Standards P-20 and P-23.

15.06.170 CFC Chapter 2 Definitions added - Moderately Toxic Gas The definition of Moderately Toxic Gas is added as follows:

Moderately Toxic Gas. A chemical or substance that has a medial lethal concentration (LC50) in air of more than 2,000 parts per million but not more than 5,000 parts per million by volume of gas or vapor, when administered by continuous inhalation for an hour, or less if death occurs within one hour, to albino rats weighing between 200 and 300 grams each.

15.06.180 CFC Section 603.11 added – Multiple Sources of Non-Utility Electricity Section 603.11 is added to read:

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8 603.11 Multiple Sources of Non-Utility Electricity. When a facility has more than one source of non-utility-based electrical utility power, including emergency and standby power systems, a written shutdown plan shall be provided. A copy of the plan will be posted at or near the main electrical panel in a location approved by the Fire Department. A copy of the plan will be provided in a format acceptable to the Fire Department.

15.06.190 CFC Section 611 added – Immersion Heaters.

Section 611 is added to read:
611 Immersion Heaters. All electrical immersion heaters used in dip tanks, sinks, vats, and similar operations shall be provided with approved over-temperature controls and low liquid level electrical disconnects. Manual reset of required protection devices shall be provided.

15.06.200 CFC Section 903.2 amended – Automatic Sprinkler Systems 903.2 is deleted and replaced with the following:
903.2 Where required.

1. Automatic fire extinguishing systems shall be provided in all new buildings and structures, including any detached or attached structure added to a parcel of land already containing automatic extinguishing system protected buildings.

Exception:
a. Detached U Occupancies, other than trash enclosures, that do not exceed 400 square feet of floor area.
b. Trash enclosures that have been exempted by the fire code official or that meet the following conditions:
i. The enclosure, including the cover and door, are constructed of non-combustible materials.
ii. The enclosure does not exceed 180 square feet in size iii. The enclosure is stand-alone structure, be a minimum of 20 feet from adjacent buildings and a minimum of 10 feet from property line(s).
iv. The enclosure is used exclusively for waste garbage contained within approved trash containers. No outdoor storage is permitted within the trash enclosure,
c. Photo Voltaic Arrays covering parking stalls only.

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9 2. Existing commercial or industrial buildings not currently provided with automatic fire extinguishing systems shall be provided with an automatic fire extinguishing system as follows:
a) When modification to the building results in a 50% or greater increase of the total floor area of the building or brings the over total of floor area of the building to more than 8,000 square feet, the entire building shall be provided with an automatic fire extinguishing system.

Exception:

Additions providing accessory storage space not greater than 500 square feet in area to an existing non-fire sprinklered building or solely for the purpose of providing accessibility shall not result in a requirement that the building be provided with an automatic extinguishing system.
b) When a change in occupancy classification results in an increased fire hazard or risk to business operations, or increased life safety hazard of the occupants, the new occupancy and all fire areas that the new occupancy exits through shall be provided with an automatic extinguishing system.

Exception:

Public assembly occupancies not exceeding an occupant load of 150, whether occupying an entire building or a portion of a building that located in single story buildings.

3. Existing residential buildings not currently provided with automatic fire extinguishing systems shall be provided with an automatic fire extinguishing system as follows:
a. When a modification or modifications to the building results in a 50% or greater increase of the total original approved floor area of the building. b. In the garage when a new attached or detached garage is added, and the modification does not otherwise require the addition of an automatic fire protection system throughout the building.

15.06.210 CFC Section 903.3.1.2.3 amended - NFPA 13R Sprinkler Systems.

Section 903.3.1.2.3 is amended to read:
903.3.1.2.3 Attics. Automatic fire sprinklers shall be provided in all attic areas.

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10 15.06.220 CFC Section 903.3.1.3 amended - NFPA 13D Sprinkler Systems.

Section 903.3.1.3 is amended to read:
903.3.1.3 NFPA 13D sprinkler systems. Automatic sprinkler systems installed in oneand two-family dwellings; Group R-3; Group R-4, Condition 1; and townhouses shall be permitted to be installed throughout in accordance with NFPA 13D as amended in Chapter 80.

In addition to the provisions of NFPA 13D, the automatic fire sprinkler system shall be designed, and sprinklers shall be installed in the following additional locations:

1. Attic shall be provided intermediate temperature-rated residential fire sprinklers for detection coverage and located at a spacing equivalent to 30 feet by 30 feet centers and maximum of 15 feet from outside walls.

2. Fire sprinklers shall be provided in garages. Fire sprinklers shall be intermediate rated, quick response, with a maximum coverage of 130 square feet per sprinkler.

3. Any bathroom located under a stairway, regardless of the bathroom’s size.

4. Any closet located under a stairway regardless of the closet’s size or surfacing materials.

15.06.230 CFC Section 3208.3.1 amended – Flue space protection.

Section 3208.3.1 is amended to read:
3208.3.1 Flue space protection. Flue spaces required by Table 3208.3 above the first tier of storage in single-, double- or multiple-row rack storage installation shall be equipped with approved protection devices. Such devices shall not be removed or modified. Such devices must be repaired or replaced if damaged.

15.06.240 CFC Section 5001.5.3 added - Hazardous Materials Management Plan and Hazardous Materials Management Plan Maintenance
Section 5001.5.3 is added as follows:

Hazardous Materials Management Plans (HMISs) and Hazardous Materials Management Plans (HMMPs) shall be modified and resubmitted when substantive changes occur as defined in the California Health and Safety Code for Hazardous Materials Business Plans (HMBPs).

Whether or not substantive changes have occurred, Hazardous Materials Inventory Statements (HMISs) and Hazardous Materials Management Plans (HMMPs) shall be resubmitted or certified no later than 12 months from the last submittal date.

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11 Exception: HMISs and HMMPs for unstaffed utility sites that are under the reporting threshold for the Federal Emergency Planning and Community Rightto-Know Act (EPCRA) shall be resubmitted no later than 36 months after the latest submittal.

15.06.250 CFC Section 5001.5.4 added - Hazardous Materials Business Plan (HMBP) Reporting Thresholds.

Section 5001.5.4 is added as follows:

In addition to the reporting requirements of California Health and Safety Code, Chapter

6.95, regulated facilities are required to report any amount of highly toxic, toxic, and moderately toxic gases, oxidizing materials Class 4, oxidizing materials Class 3, unstable (reactive) Class 4, unstable (reactive) Class 3, pyrophoric materials, water reactive Class 3.

15.06.260 CFC Section 5003.2.10 added – Biodiesel and methanol equipment Section 5003.2.10 is added to read:
5003.2.10 Biodiesel and methanol equipment. Biodiesel and methanol manufacturing/processing equipment shall be listed or approved. Such equipment shall at a minimum adequately address electrical system, materials of construction, ventilation, seismic and process control and shut-down safety issues.

15.06.270 CFC Section 5003.5.2 added – Ventilation ducting.

Section 5003.5.2 is added to read:
5003.5.2 Ventilation ducting. Product conveying ducts for venting hazardous materials operations shall be labeled with the hazard class of the material being vented and the direction of flow.

15.06.280 CFC Section 5003.5.3 added – H Occupancies.

Section 5003.5.3 is added to read:
5003.5.3 H Occupancies. In “H” occupancies, all piping and tubing may be required to be identified when there is any possibility of confusion with hazardous materials transport tubing or piping. The identification label must include the product/waste name and flow direction indicator. Labels to be placed no less than once every 20 feet of piping and at changes of direction.

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12 15.06.290 CFC Section 5003.13 added – Automatic Filling of Tanks.

Section 5003.13 is added to read:
5003.13 Automatic Filling of Tanks. Systems that automatically fill flammable or combustible liquid tanks shall be equipped with approved overfill protection that sends an alarm signal to a location that is normally occupied during normal business hours and immediately stops the filling of the tank. The alarm signal and automatic shutoff shall be tested in a manner acceptable to the fire code official on an annual basis and records of such testing shall be maintained on-site for a period of five (5) years.

Exception: Emergency generator tanks

15.06.300 CFC Section 5005.5 added - Emergency Alarms, supervision and monitoring
Section 5005.5 is added as follows:
5005.5 Emergency alarms, supervision and monitoring. Emergency alarms, supervision and monitoring shall be provided in accordance with Sections 5004.9 and 5004.10.

15.06.310 CFC Section 5601.1.3 amended – Fireworks.

Section 5601.1.3 is amended as follows:
5601.1.3 Fireworks. The possession, manufacturing, storage, sale, handling, and use of fireworks are prohibited.

Exceptions:

1. Exception 1 is deleted.

2. Exception 2 is deleted.

3. No amendment

4. Exception 4 is deleted.

5. Snap caps and party poppers classified by the California Office of the State Fire Marshal (SFM) as pyrotechnic devices.

15.06.320 CFC Section 5704.2.7.5.8 amended - Exception.

Section 5704.2.7.5.8, Exception, is amended to read:

Exception: Outside aboveground tanks with a capacity of 100 gallons (378 L) or less.

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13 15.06.330 CFC Chapter 60 Title
Chapter 60’s title is hereby amended to read:

CHAPTER 60

HIGHLY TOXIC AND TOXIC MATERIALS

AND MODERATELY TOXIC GASES INCLUDING THOSE USED AS

REFRIGERANTS

15.06.340 CFC Section 6004.1 amended - General
Section 6004.1 is hereby amended to read:
6004.1 General. Materials that are stored and used as a gas whether or not the material meets the definition of a compressed gas, and that meet the definition of a highly toxic, toxic or moderately toxic gas shall comply with Section 6004.

Performance based design alternatives may be used for refrigeration systems.

Moderately toxic gases with an LC50 less than or equal to 3,000 parts per million shall comply with the requirements for toxic gases in Sections 6004.2.2.1 through 6004.2.2.10.4.

Moderately toxic gases with an LC50 more than 3000 parts per million but not greater than 5000 parts per million and exceeding the maximum threshold quantity, as determined by Section 6004.1.6, shall comply with the requirements for toxic gases in Sections 6004.2.2.1 through 6004.2.2.7.

The minimum threshold quantity for highly toxic, toxic and moderately toxic gases, vapors and mists for indoor and exterior storage and use are set forth in Table 6004.1.

Table 6004.1
Minimum Threshold Quantities for Highly Toxic, Toxic and Moderately Toxic Gases
Highly Toxic 0
Toxic 10 cubic feet
Moderately Toxic 20 cubic feet

15.06.350 CFC Section 6004.1.2 amended - Gas Cabinets
Section 6004.1.2 is amended to read:

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14 6004.1.2 Gas cabinets. Gas cabinets containing highly toxic, toxic or moderately toxic gases shall comply with Section 5003.8.6 and the following requirements:
[balance to remain the same]

15.06.360 CFC Section 6004.1.3 amended - Exhausted Enclosures Section 6004.1.3 is amended to read:
6004.1.2 Exhausted enclosures. Exhausted enclosures containing highly toxic, toxic or moderately toxic gases shall comply with Section 5003.8.5 and the following requirements:
[balance to remain the same]

15.06.370 CFC Sections 6004.1.4 added - Automatic shut-off valve Section 6004.1.4 is added to read:
6004.1.4 Automatic shut-off valve. An automatic shut-off valve, which is of a fail-safe to close design, shall be provided to shut off the supply of highly toxic gases as close as possible to the supply container for any of the following:

1. Activation of a manual fire alarm system.

2. Activation of the gas detection system.

3. Failure of emergency power.

4. Failure of primary containment.

5. Seismic activity.

6. Failure of required ventilation.

7. Manual activation at an approved remote location.

15.06.380 CFC Section 6004.1.5 added - Annual Maintenance Section 6004.1.5 is added to read:
6004.1.5 Annual Maintenance. All safety control systems at a facility shall be maintained in good working condition and tested not less frequently than annually.

Maintenance and testing shall be performed by persons qualified to perform the maintenance and tests. Maintenance records and certifications shall be kept for a minimum of three years and shall be made available to any representative of the Livermore-Pleasanton Fire Department for inspection upon request.

15.06.390 CFC Section 6004.1.6 added - Maximum threshold quantity Section 6004.1.6 is added to read:

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15 6004.1.6 Maximum threshold quantity. Toxic gases stored or used in quantities exceeding the maximum threshold quantity in a single vessel per control area or outdoor control area or H-Occupancy shall comply with the additional requirements for highly toxic gases of Section 6004 of this code.

Moderately toxic gases stored or used in quantities exceeding the maximum threshold quantity in a single vessel per control area or outdoor control area or H-Occupancy shall comply with the additional requirements for toxic gases of Section 6004 of this code.

15.06.400 CFC Section 6004.1.7 added - Reduced flow valve Section 6004.1.7 is added to read:
6004.1.7 Reduced flow valve. All containers of materials other than lecture bottles containing highly toxic material and having a vapor pressure exceeding 29 psi shall be equipped with a reduced flow valve when available. If a reduced flow valve is not available, the container shall be used with a flow-limiting device. All flow limiting devices shall be part of the valve assembly and visible to the eye when possible; otherwise, they shall be installed as close as possible to the cylinder source.

Exception: When the process use rate is approximately equal to the maximum flow rate of the cylinder/tank valve.

15.06.410 CFC Section 6004.1.8 added - Fire extinguishing systems Section 6004.1.8 Fire extinguishing systems is added to read:
6004.1.8 Fire extinguishing systems. Buildings and covered exterior areas for storage and use areas of materials regulated by this Chapter shall be protected by an automatic fire sprinkler system in accordance with NFPA 13. The design of the sprinkler system for any room or area where highly toxic, toxic and moderately toxic gases are stored, handled or used shall be in accordance with Section 5004.5.

15.06.420 CFC Section 6004.1.9 added - Local gas shut off Section 6004.1.9 Local gas shut off is added to read:
6004.1.9 Local gas shut off. Manual activation controls shall be provided at locations near the point of use and near the source, as approved by the fire code official. The fire code official may require additional controls at other places, including, but not limited to, the entry to the building, storage or use areas, and emergency control stations. Manual activated shut-off valves shall be of a fail-safe-to-close design.

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16 15.06.430 CFC Section 6004.1.10 added - Exhaust ventilation monitoring Section 6004.1.10 Exhaust ventilation monitoring is added to read:
6004.1.10 Exhaust ventilation monitoring. For highly toxic gases, toxic and moderately toxic gases exceeding minimum threshold quantities, a continuous monitoring system shall be provided to assure that the required exhaust ventilation rate is maintained. The system shall monitor actual air flow in the exhaust system. The monitoring system shall initiate a local alarm. The alarm shall be both visual and audible and shall be designed to provide warning both inside and outside of the interior storage, use, or handling area.

15.06.440 CFC Section 6004.1.11 added - Emergency response plan Section 6004.1.11 Emergency response plan is added to read:
6004.1.11 Emergency response plan. If the preparation of an emergency response plan for the facility is not required by any other law, responsible persons shall prepare, or cause to be prepared, and filed with the fire code official, a written emergency response plan. If the preparation of an emergency response plan is required by other law, a responsible person shall file a copy of the plan with the fire code official.

15.06.450 CFC Section 6004.1.12 added - Emergency Response Liaisons Section 6004.1.12 Emergency Response Liaisons is added to read:
6004.1.12 Emergency Response Liaisons. Responsible persons shall be designated and trained to be liaison personnel for the Livermore-Pleasanton Fire Department.

There persons shall aid the Fire Department in preplanning emergency responses and understanding the materials and operations utilizing the gases.

15.06.460 CFC Section 6004.1.13 added - Emergency Drills Section 6004.1.13 Emergency Drills is added to read:
6004.1.13 Emergency Drills. Emergency drills of the on-site emergency response personnel and liaisons shall be conducted on a regular basis but not less than every six months. Records of drills conducted shall be maintained for three years.

15.06.470 CFC Section 6004.1.14 added - Cylinder leak testing Section 6004.1.14 Cylinder leak testing is added to read:

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17 6004.1.14 Cylinder leak testing. Cylinders shall be tested for leaks immediately upon delivery and again immediately prior to departure. Testing shall be approved by the fire code official in accordance with appropriate nationally recognized industry standards and practices, if any. Appropriate remedial action shall be immediately undertaken when leaks are detected.

15.06.480 CFC Section 6004.1.15 added - Inert gas purge system Section 6004.1.15 is added to read:
6004.1.15 Inert gas purge system. Gas systems shall be provided with dedicated inert gas purge systems. A dedicated inert gas purge system may be used to purge more than one gas, provided the gases are compatible. Purge gas systems inside buildings shall be located in an approved gas cabinet unless the system operates by vacuum demand.

Exception: Refrigeration systems.

15.06.490 CFC Section 6004.1.16 added - Seismic shutoff valve Section 6004.1.16 is added to read:
6004.1.16 Seismic shutoff valve. An automatic seismic shut-off valve, which is of a fail-safe to close design, shall be provided to shutoff the supply of highly toxic, toxic and moderately toxic gases with an LC50 less than 3,000 parts per million upon a seismic event within 5 seconds of a horizontal sinusoidal oscillation having a peak acceleration of 0.3G (1.47m/sec2) and a period of 0.4 seconds.

15.06.500 CFC Section 6004.1.17 added - Fittings and connections.

Section 6004.1.17 is added to read:
6004.1.17 Fittings and connections. Fittings and connections shall be located in a gas cabinet, exhausted enclosure, gas room or exhausted valve manifold box.

Exception: Welded connections.

15.06.510 CFC Section 6004.2 amended - Indoor storage and use.

Section 6004.2 is amended to read:

The indoor storage or use of highly toxic, toxic and moderately toxic compressed gases shall be in accordance with Sections 6004.2.1 through 6004.2.2.10.4.

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18 15.06.520 CFC Section 6004.2.1 amended - Applicability Section 6004.2.1 is amended to read:
6004.2.1 Applicability. The applicability of regulations governing the indoor storage and use of highly toxic, toxic and moderately toxic compressed gases shall be in accordance with Sections 6004.2.1.1 through 6004.2.1.5.

15.06.530 CFC Section 6004.2.1.1 amended - Quantities not exceeding the maximum allowable quantity per control area.

Section 6004.2.1.1 is amended to read:
6004.2.1.1 Quantities not exceeding the maximum allowable quantity per control area. The indoor storage or use of highly toxic and toxic compressed gases in amounts not exceeding the maximum allowable quantity per control area set forth in Table 5003.1.1(2) shall be in accordance with Sections 5001, 5003, 6001, 6004.1, 6004.2.1.4 and 6004.2.1.5.

15.06.540 CFC Section 6004.2.1.4 added - Quantities not exceeding minimum threshold quantity per control area.

Section 6004.2.1.4 is added to read:
6004.2.1.4 Quantities not exceeding minimum threshold quantity per control area. The indoor storage or use of highly toxic, toxic and moderately toxic gases in amounts not exceeding the minimum threshold quantity per control area set forth in Table 6004.1 shall be in accordance with Sections 6001, and 6004.1 and Chapter 50.

15.06.550 CFC Section 6004.2.1.5 added - Quantities exceeding minimum threshold quantity per control area.

Section 6004.2.1.5 is added to read:
6004.2.1.5 Quantities exceeding the minimum threshold quantity per control area. The indoor storage or use of highly toxic, toxic and moderately gases in amounts exceeding the minimum threshold quantity per control area set forth in Table 6004.1 shall be in accordance with Sections 6001, 6004.1, 6004.2 and Chapter 50.

15.06.560 CFC Section 6004.2.2 amended - General indoor requirements.

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179
19 Section 6004.2.2 is amended to read:
6004.2.2 General indoor requirements. The general requirements applicable to the indoor storage and use of highly toxic, toxic and moderately toxic compressed gases shall be in accordance with Sections 6004.2.2.1 through 6004.2.2.10.3.

Moderately toxic gases shall not be considered as toxic gases for maximum allowable quantities determinations under Table 5003.1.1(2).

15.06.570 CFC Section 6004.2.2.5 amended - Piping and controls -stationary tanks, Item 1
Section 6004.2.2.5 Piping and controls – stationary tanks, Item 1 is amended by deleting the exception
CFC Section 6004.2.2.5 Piping and controls -stationary tanks

1. Pressure relief devices shall be vented to a treatment system designed in accordance with Section 6004.2.2.7
Delete exception.

15.06.580 CFC Section 6004.2.2.7 amended - Treatment systems.

Section 6004.2.2.7 is amended to delete exception 2:
6004.2.2.7 Treatment systems - Delete Exception 2.

15.06.590 CFC Section 6004.2.2.10.1 amended - Alarms.

Section 6004.2.2.10.1 is amended to delete the exception:
6004.2.2.10.1 Alarms. Delete Exception.

15.06.600 CFC Section 6004.3 amended - Outdoor storage and use.

Section 6004.3 is amended to read:
6004.3 Outdoor storage and use. The outdoor storage or use of highly toxic, toxic and moderately toxic gases shall be in accordance with Sections 6004.3.1 through 6004.3.4.

The minimum threshold quantity for highly toxic, toxic and moderately toxic gases for outdoor storage and use are set forth in Table 6004.1.

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180
20 15.06.610 CFC Section 6004.3.1 amended - Applicability Section 6004.3.1 is amended to read:
6004.3.1 Applicability. The applicability of regulations governing the outdoor storage and use of highly toxic, toxic, and moderately toxic gases shall be as set forth in Sections 6004.3.1.1 through 6004.3.1.5.

15.06.620 CFC Section 6004.3.1.1 amended - Quantities not exceeding the maximum allowable quantity per control area.

Section 6004.3.1.1 is amended to read:
6004.3.1.1 Quantities not exceeding the maximum allowable quantity per control area. The outdoor storage or use of highly toxic and toxic gases in amounts exceeding the threshold quantity per control area set forth in Table 5003.1.1(4) shall be in accordance with Sections 5001, 5003, 6001, 6004.1, and 6004.3.1.4 and 6004.3.1.5.

15.06.630 CFC Section 6004.3.1.4 added Quantities not exceeding the minimum threshold quantity per control area.

Section 6004.3.1.4 is added to read:
6004.3.1.4 Quantities not exceeding the minimum threshold quantity per control area. The outdoor storage or use of highly toxic, toxic and moderately toxic gases in amounts not exceeding the minimum threshold quantity per control area set forth in Table 6004.1 shall be in accordance with Sections 6001, 6004.1 and Chapter 50.

15.06.640 CFC Section 6004.3.1.5 added - Quantities exceeding the minimum threshold quantity per control area.

Section 6004.3.1.5 is added to read:
6004.3.1.5 Quantities exceeding the minimum threshold quantity per control area. The outdoor storage or use of highly toxic, toxic and moderately toxic gases in amounts exceeding the minimum threshold quantity per control area set forth in Table 6004.1 shall be in accordance with Sections 6001, 6004.1, 6004.3 and Chapter 50.

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181
21 15.06.650 CFC Section 6004.3.2 amended - General outdoor requirements.

Section 6004.3.2 is amended to read:
6004.3.2 General outdoor requirements. The general requirements applicable to the outdoor storage and use of highly toxic, toxic and moderately toxic gases shall be in accordance with Sections 6004.3.2.1 through 6004.3.2.4.

Moderately toxic gases with an LC50 equal to or less than 3000 parts per million shall comply with the requirements for toxic gases in Sections 5001, 5003, 6001, 6004.1 and 6004.3.

Moderately toxic gases with an LC50 more than 3000 parts per million but not greater than 5000 parts per million and exceeding the maximum threshold quantity, as determined by 6004.1.6, shall comply with the requirements for toxic gases in Sections 5001, 5003, 6001, 6004.1 and 6004.3.2.1 through 6004.3.2.4.

Moderately toxic gases shall not be considered as toxic gases for maximum allowable quantities determinations under Table 5003.1.1(2).

15.06.660 CFC Section 6004.3.3 amended - Outdoor storage weather protection for portable tanks and cylinders.

Section 6004.3.3 is amended to read:
6004.3.3 Outdoor storage weather protection for portable tanks and cylinders. Weather protection in accordance with Section 5004.13 shall be provided for portable tanks and cylinders located outdoors and not within gas cabinets or exhausted enclosures. The storage area shall be equipped with an approved automatic sprinkler system in accordance with Section 5004.5.

Delete Exceptions.

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182
Chapter 15.08

ELECTRICAL CODE
Sections:

15.08.010 Title for citation.

15.08.020 Documents adopted by reference.

15.08.030 Amendments to the National Electrical Code.

15.08.040 Connection to energy source – Conditions.

15.08.010 Title for citation.

This chapter shall be known as the "electrical code," may be cited as such and will be referred to in this chapter as "this code."

15.08.020 Documents adopted by reference.

The National Electrical Code, 2020 Edition, as amended and set forth in the California Building Standards Code, Title 24 of the California Code of Regulations, published by the National Fire Protection Association is hereby adopted.

15.08.030 Amendments to the National Electrical Code.

The National Electrical Code adopted by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter. Reference numbers herein are taken from the 2022 California Electrical Code, Title 24 of the California Code of Regulations.

15.08.040 Connection to energy source – Conditions.

A. It is unlawful for any person, firm or corporation to make connection from a source of electrical energy or to supply electrical service to any electrical wiring or equipment, for the installation of which a permit is required, unless authorized by the building official.

B. When the electrical wiring and equipment is found to be in conformity with the provisions of this code, the building official shall indicate such approval by signing and dating the permit card and, if the building or premises containing the electrical installation has been approved by the building official for occupancy, the building official shall notify the serving electrical utility of such approval and shall authorize the connection of the installation to the source of supply.

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183
C. When a building has not been approved for occupancy, the building official may authorize temporary connection of approved electrical installation, or portions thereof, to a source of energy for purposes of testing equipment, providing light to facilitate completion of such building, or similar purposes, provided the owner has filed a statement with the building official certifying that the building will not be occupied for purposes other than doing work necessary to complete the building.

EXHIBIT D
184
Chapter 15.10

MECHANICAL CODE
Sections:

15.10.010 Title for citation.

15.10.020 Document adopted by reference.

15.10.030 Amendments to Uniform Mechanical Code

15.02.040 CMC Chapter 1, Division II Administration Section 104.4.6 deleted – Retention of Plans.

15.02.050 CMC Chapter 1, Division II Administration Section 104.5 amended – Fees.

15.02.060 CMC Chapter 1, Division II Administration Section 106.3 amended – Penalties.

15.02.070 CMC Chapter 1, Division II Administration Section 107.0 deleted – Appeal Board.

15.10.010 Title for citation.

This chapter shall be known as the “mechanical code,” may be cited as such and will be referred to in this chapter as “this code.”

15.10.020 Document adopted by reference.

The Uniform Mechanical Code, 2021 Edition, as amended and set forth in the California Building Standards Code, Title 24 of the California Code of Regulations, published by the International Association of Plumbing and Mechanical Officials together with Chapter 1 Division II, Administration is hereby adopted.

15.02.030 Amendments to Uniform Mechanical Code.

The Uniform Mechanical Code (UMC) adopted in this chapter by reference is amended by the following additions, deletions and amendments thereto as set forth in this chapter.

Reference numbers herein are taken from the 2022 California Mechanical Code (CMC)

15.02.040 CMC Chapter 1, Division II Administration Section 104.4.6 deleted – Retention of Plans.
.

Section 104.4.6 Retention of Plans is hereby deleted

EXHIBIT E
185

15.02.050 CMC Chapter 1, Division II Administration Section 104.5 amended – Fees.

Section 104.5 Fees is amended to read:

Fees are to be set by resolution of the Livermore City Council.

15.02.060 CMC Chapter 1, Division II Administration Section 106.3 amended – Penalties.
.

Section 106.3 Penalties is amended to read:

Any person, firm, or corporation violating a provision of this code shall be subject to penalties prescribed in the Livermore Municipal Code Chapters 1.16, 1.20 and 1.24.

15.02.070 CMC Chapter 1, Division II Administration Section 107.0 deleted – Appeal Board.
.

Section 108.0 Board of Appeals is hereby deleted

EXHIBIT E
186
Chapter 15.12

PLUMBING CODE
Sections:

15.12.010 Title for citation.

15.12.020 Document adopted by reference.

15.12.030 Amendments to Uniform Plumbing Code.

15.12.040 CPC Chapter 1, Division II Administration Section 104.4.6 deleted – Retention of Plans

15.12.050 CPC Chapter 1, Division II Administration Section 104.5 amended – Fees.

15.12.060 CPC Chapter 1, Division II Administration Section 106.3 amended – Penalties.

15.12.070 CPC Chapter 1, Division II Administration Section 107.0 deleted – Appeals Board.

15.12.080 CPC Chapter 1, Division II Administration Section 108 added - Disconnection.

15.12.090 CPC Section 609.3 amended - Under Concrete Slab

15.12.010 Title for citation.

This chapter shall be known as the "plumbing code," may be cited as such and will be referred to in this chapter as "this code."

15.12.020 Document adopted by reference.

The Uniform Plumbing Code, 2021 Edition, as amended and set forth in the California Building Standards Code, Title 24 of the California Code of Regulations, published by the International Association of Plumbing and Mechanical Officials, is hereby adopted, except as hereinafter amended in this chapter.

15.12.030 Amendments to Uniform Plumbing Code.

The Uniform Plumbing Code (UPC) adopted herein by reference is hereby amended by the following additional deletions and amendments thereto as set forth in this chapter.

Reference numbers herein are taken from the 2022 California Plumbing Code, (CPC) Title 24 of the California Code of Regulations.

15.12.040 CPC Chapter 1, Division II Administration Section 104.4.6 deleted – Retention of Plans.

Section 104.4.6 Retention of Plans is hereby deleted

EXHIBIT F
187

15.12.050 CPC Chapter 1, Division II Administration Section 104.5 amended – Fees.

Section 104.5 Fees is amended to read:

Fees are to be set by resolution of the Livermore City Council.

15.12.060 CPC Chapter 1, Division II Administration Section 106.3 amended – Penalties.

Section 106.3 Penalties is amended to read:

Any person, firm, or corporation violating a provision of this code shall be subject to penalties prescribed in the Livermore Municipal Code Chapters 1.16, 1.20 and 1.24.

15.12.070 CPC Chapter 1, Division II Administration Section 107.0 deleted – Appeals Board.

Section 107.0 Board of Appeals is hereby deleted

15.12.080 CPC Chapter 1, Division II Administration Section 108 added - Disconnection.

Section 108 Disconnection is added to read:

The building official is authorized to order discontinuance of utility service to any buildings or structure which has been declared by the building official to be unsafe to occupy. No person, firm or corporation shall reconnect or supply service to such building without first having received express authorization from the building official.

15.12.090 CPC Section 609.3 amended - Under Concrete Slab.

Section 609.3 is amended to read:

Water distribution systems shall not be installed under a concrete floor slab within a building.

EXHIBIT F
188
Chapter 15.14

RESIDENTIAL CODE
Sections:

15.14.010 Title for citation.

15.14.020 Document adopted by reference.

15.14.030 Amendments to International Residential Code.

15.14.040 CRC Chapter 1, Division II amended – Title block.

15.14.050 CRC Chapter 1, Division II, Section 101.1 amended – Title

15.14.060 CRC Chapter 1, Division II, Section R102 amended - Applicability

15.14.070 CRC Chapter 1, Division II, Section 103 amended – Building and Safety.

15.14.080 CRC Chapter 1, Division II, Section R105 amended - Permits.

15.14.090 CRC Chapter 1, Division II, Section R107 deleted - Temporary Structures

15.14.100 CRC Chapter 1, Division II, Section R108 amended - Fees

15.14.110 CRC Chapter 1, Division II, Section R110 amended - Certificate of Occupancy

15.14.120 CRC Chapter 1, Division II, Section R112 deleted - Board of Building Appeals

15.14.130 CRC Chapter 1, Division II, Section R113 amended - Violations

15.14.140 CRC Chapter 1, Division II, Section R114.4 amended - Failure to comply

15.14.150 CRC Table R301.2(1) amended - Climatic and Geographic Design Criteria

15.14.160 CRC Section R403.1.3 amended – Seismic reinforcing.

15.14.170 CRC Section R902.1 amended - Roofing covering materials.

15.14.010 Title for citation.

This chapter shall be known as the "Residential Code," may be cited as such and will be referred to in this chapter as "this code."

15.14.020 Documents adopted by reference.

The International Residential Code, 2021 Edition, as amended and set forth in the California Building Standards Code, Title 24 of the California Code of Regulations, published by the International Code Council is hereby adopted together with Chapter 1 Division II, Administration.

15.14.030 Amendments to International Residential Code.

The International Residential Code adopted herein by reference is hereby amended by the following additional deletions and amendments thereto as set forth in this chapter.

Reference numbers herein are taken from the 2022 California Residential Code (CRC), Title 24 of the California Code of Regulations.

EXHIBIT G
189

15.14.040 CRC Chapter 1, Division II amended – Title block.

CRC Chapter 1, Division II, Title block shall be amended to read:

CHAPTER 1, DIVISION II

LIVERMORE RESIDENTIAL CODE ADMINISTRATIVE PROVISIONS

15.14.050 CRC Chapter 1, Division II, Section 101.1 amended – Title.

CRC Chapter 1, Division II, Section 101.1 is amended to read:

R101.1 Title. These provisions shall be known as the “Residential Code for One-and Twofamily Dwellings of the “City of Livermore” and shall be cited as such and will be referred to hereinafter as “this code.”

15.14.060 CRC Chapter 1, Division II, Section R102 amended - Applicability Section R102.7 Existing Structures is amended to read:

The legal occupancy of any structure existing on the date of adoption of this code shall be permitted to continue without change, except as is specifically covered in this code, the Livermore Property Maintenance Code or the Livermore Fire Code, or as deemed necessary by the building official for the general safety and welfare of the occupants and the public.

15.14.070 CRC Chapter 1, Division II, Section 103 amended – Building and Safety.

CBC Chapter 1, Division II, Section 103 is amended to read:

SECTION 103

BUILDING AND SAFETY DIVISION
103.1 Creation of enforcement agency.

The Building and Safety Division is hereby created and the official in charge thereof shall be known as the building official.
103.2 Appointment.

The building official shall be appointed by the city manager. 103.3 Deputies.

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190
In accordance with the prescribed procedures of this jurisdiction and with the concurrence of the appointing authority, the building official shall have the authority to appoint related technical officers, inspectors, plan examiners and other employees. Such employees shall have powers as delegated by the building official.

15.14.080 CRC Chapter 1, Division II, Section R105 amended - Permits.

R105.2 Work exempt from permits is amended to read:

Delete all reference to Electrical, Gas, Mechanical, and Plumbing repairs, appliances and fixtures. These items are addressed in the Livermore Electrical, Mechanical and Plumbing Codes.

Delete:

The stopping of leaks in drains, water, soil, waste or vent pipe; provided, however that if any concealed trap, drainpipe, water, soil. Waste or vent pipe becomes defective, and it becomes necessary to remove and replace the same with new material, such work shall be considered as new work and a permit shall be obtained and inspection made as provided in this code.

The clearing of stoppages or the repairing of leaks in pipes, valves or fixtures and the removal and reinstallation of water closets, provided such repairs do not involve or require the replacement of valves, pipes or fixtures.

R105.2.1 Emergency repairs is deleted
R105.2.2 Repairs is deleted

15.14.090 CRC Chapter 1, Division II, Section R107 deleted - Temporary Structures
R107 Temporary Structures is deleted

15.14.100 CRC Chapter 1, Division II, Section R108 amended- Fees R108 Fees is amended to read:

Fees are to be set by resolution of the Livermore City Council.

EXHIBIT G
191

15.14.110 CRC Chapter 1, Division II, Section R110 amended- Certificate of Occupancy
CRC Section R110.1 Use and Occupancy is amended to read:

Newly constructed one or two family dwellings shall not be used or occupied until the building official has issued a certificate of occupancy therefor provided herein. Issuance of a certificate of occupancy shall not be construed as an approval of a violation of the provisions of this code or of other ordinances of the jurisdiction.

CRC Section R110.3 Certificate issued –amend to read:

After the building official inspects the building or structure and finds no violations of the provisions of this code or other laws that are enforced by the building and safety division, the building official shall issue a certificate of occupancy.

15.14.120 CRC Chapter 1, Division II, Section R112 deleted Board of Building Appeals
R112 Board of Appeals is deleted

15.14.130 CRC Chapter 1, Division II, Section R113- amended Violations R113.2 Notice of violation is deleted
R113.3 Prosecution of violation is deleted
R113.4 Violation penalties is amended to read:

Any person who violates a provision of this code or fails to comply with any of the requirements thereof or who erects, constructs, alters or repairs a building or structure in violation of the approved construction documents or directive of the building official, or of a permit or certificate issued under the provisions of this code shall be subject to penalties prescribed in the Livermore Municipal Code Chapters 1.16, 1.20 and 1.24.

15.14.140 CRC Chapter 1, Division II, Section R114.4 amended - Failure to comply
CRC Section R114.4 Failure to comply is amended to read:

Any person who shall continue work in or about the structure after having been served with a stop work order, except such work as that person is directed to perform to remove a violation or unsafe condition, shall be subject to penalties prescribed in the Livermore Municipal Code Chapters 1.16, 1.20 and 1.24.

EXHIBIT G
192

15.14.150 CRC Table R301.2(1) amended- Climatic and Geographic Design Criteria
Table R301.2(1) is amended to read:

TABLE R301.2(1) CLIMATIC AND GEOGRAPHIC DESIGN CRITERIA GROUND
SNOW
LOAD

WIND DESIGN

SEISMIC
DESIGN
CATEGORYf

SUBJECT TO DAMAGE FROM
WINTER
DESIGN
TEMPe
ICE

BARRIER

UNDERLAY
MENT
REQUIREDh
FLOOD
HAZARDSg
AIR

FREEZING
INDEXi
MEAN
ANNUAL
TEMPj
Speedd
(mph)
Topographic
effectsk Weatheringa
Frost line
depthb Termitec
0 85 No D0,D1
D2,
Negligible 12 inches Very
Heavy
32° no See FIRM 2% 58.7

15.14.160 CRC Section R403.1.3 amended – Seismic reinforcing.

The first paragraph of Section R403.1.3 is amended to read:

R403.1.3 Seismic Reinforcing. Concrete footings located in Seismic Design Categories D0, D1 and D2, as established in Table R301.2(1), shall have minimum reinforcement of at least two continuous longitudinal reinforcing bars not smaller than No. 4 bars. Bottom reinforcement shall be located a minimum of 3 inches (76 mm) clear from the bottom of the footing.

In Seismic Design Categories D0, D1 and D2 where a grouted masonry stem wall is supported on a concrete footing and stem wall, a minimum of one No. 4 bar shall be installed at not more than 4 feet (1219 mm) on center. The vertical bar shall extend to 3 inches (76 mm) clear of the bottom of the footing and have a standard hook.

In Seismic Design Categories D0, D1 and D2 masonry stem walls without solid grout and vertical reinforcing are not permitted.

Exception: In detached one- and two-family dwellings which are three stories or less in height and constructed with stud bearing walls, plain concrete footings without longitudinal reinforcement supporting walls and isolated plain concrete footings supporting columns or pedestals are permitted.

15.14.0170 CRC Section R902.1 amended - Roofing covering materials.

Section R902.1 is amended to read:

Roof coverings. Roofs shall be covered with materials as set forth in Sections R904 and R905. A minimum Class A or B roofing shall be installed in Livermore. Roofing shall be tested and listed in accordance with UL790 or ASTM E 108.

EXHIBIT G
193
Chapter 15.26

GREEN BUILDING STANDARDS CODE
Sections:

15.26.010 Title for citation.

15.26.020 Document adopted by reference.

15.26.030 Amendments to California Green Building Standards Code.

15.26.040 GBSC Section 202 amended - Definitions

15.26.050 GBSC Section 304.1.2 added – Alternate methods.

15.26.060 GBSC Section 4.106.1 amended – General.

15.26.070 GSBC Section 4.106.4 amended – Electric vehicle (EV) charging for new construction.

15.26.080 GBSC section 4.106.4.1 amended- New One- And Two-Family Dwellings and Townhouses with Attached Private Garages

15.26.090 GBSC section 4.106.4.2 amended-New Multifamily Dwellings, and New Residential Parking Facilities

15.26.100 GBSC section 4.106.4.2.1 Deleted-Multifamily Development Projects with Less Than 20 Dwelling Units: And Hotels and Motels with Less Than 20 Sleeping Units or Guest Rooms

15.26.110 GBSC section 4.106.4.2.2 deleted - Multifamily Development Projects With 20 or More Dwelling Units, Hotels and Motels With 20 or More Sleeping Units or Guest Rooms

15.26.120 GBSC section 4.106.4.2.2.1 amended - Electric Vehicle Charging Stations (EVCS)

15.26.130 GBSC section 4.106.4.2.2.1.1 amended - Location

15.26.140 GBSC section 4.106.4.2.2.1.2 amended – Electric Vehicle Charging Stations (EVCS) Dimensions.

15.26.150 GBSC section 4.106.4.2.2.1.3 deleted - Accessible EV Spaces

15.26.160 GBSC section 4.106.4.2.3 deleted - EV Space Requirements

15.26.170 GBSC section 4.106.4.2.4 deleted - Identification

15.26.180 GBSC section 4.106.4.2.5 deleted - Electric Vehicle Ready Space Signage

15.26.190 GBSC Section 4.106.5 added – All-electric Buildings

15.26.200 GBSC Section 4.106.5.1 added - New Construction

15.26.210 GBSC Section 4.106.5.2 added - Requirements for combustion equipment.

15.26.220 GSBC Section 5.106.5.3 amended – Electric vehicle (EV) charging.

15.26.230 GSBC Section 5.106.5.3.1 amended – EV capable spaces.

15.26.240 GSBC Section 5.106.5.3.2 amended – Electric vehicle charging stations (EVCS)

15.26.250 GSBC Section 5.106.5.3.3 amended - Use of automatic load management systems (ALMS).

15.26.260 GSBC Section 5.106.5.3.4 amended - Accessible EVCS

15.26.270 GSBC Section 5.106.13 added – All-Electric Buildings.

15.26.280 GSBC Section 5.106.13.1. added - New construction.

EXHIBIT H
194

15.26.290 GSBC Section 5.106.13.2. added - Requirements for combustion equipment.

15.26.010 Title for citation.

This chapter shall be known as the "Green Building Standards Code," may be cited as such and will be referred to in this chapter as "this code."

15.26.020 Documents adopted by reference.

The Green Building Standards Code, 2022 Edition, as set forth in the California Building Standards Code (GBSC), Title 24 of the California Code of Regulations, published by the State of California is hereby adopted.

15.26.030 Amendments to the California Green Building Standards Code.

The Green Building Standards Code adopted herein by reference is hereby amended by the following additional deletions and amendments thereto as set forth in this chapter.

15.26.040 GBSC Section 202 amended - Definitions.

Section 202 is amended to add, amend, or delete the following definitions:

Section 202 is amended to add the following definitions:

AFFORDABLE HOUSING. Residential buildings that entirely consist of units below market rate and whose rents or sales prices are governed by local agencies to be affordable based on area median income.

ALL-ELECTRIC BUILDING. A building that contains no combustion equipment or plumbing for combustion equipment serving space heating (including fireplaces), water heating (including pools and spas), cooking appliances (including barbeques), and clothes drying, within the building or building property lines, and instead uses electric heating appliances for service.

COMBUSTION EQUIPMENT. Any equipment or appliance used for space heating, water heating, cooking, clothes drying and/or lighting that uses fuel gas.

COMMERCIAL FOOD HEAT-PROCESSING EQUIPMENT. An equipment used in a food establishment for heat-processing food or utensils and that produces grease vapors, steam, fumes, smoke, or odors that are required to be removed through a local exhaust ventilation system, as defined in the California Mechanical Code.

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195
ELECTRIC HEATING APPLIANCE. A device that produces heat energy to create a warm environment by the application of electric power to resistance elements, refrigerant compressors, or dissimilar material junctions, as defined in the California Mechanical Code.

FUEL GAS. A gas that is natural, manufactured, liquefied petroleum, or a mixture of these.

DIRECT CURRENT FAST CHARGING (DCFC). A parking space provided with electrical infrastructure that meets the following conditions:
i. A minimum of 48 kVa (480 volt, 100-ampere) capacity wiring. ii. Electric vehicle supply equipment (EVSE) located within three (3) feet of the parking space providing a minimum capacity of 80-ampere.

LEVEL 2 EV CAPABLE. A parking space provided with electrical infrastructure that meets the following requirements:
i. Conduit that links a listed electrical panel with sufficient capacity to a junction box or receptacle located within three (3) feet of the parking space. ii. The conduit shall be designed to accommodate at least 8.3 kVa (208/240 volt, 40- ampere) per parking space. Conduit shall have a minimum nominal trade size of 1 inch inside diameter and may be sized for multiple circuits as allowed by the California Electrical Code. Conduit shall be installed at a minimum in spaces that will be inaccessible after construction, either trenched underground or where penetrations to walls, floors, or other partitions would otherwise be required for future installation of branch circuits, and such additional elements deemed necessary by the Building Official. Construction documents shall indicate future completion of conduit from the panel to the parking space, via the installed inaccessible conduit.
iii. The electrical panel shall reserve a space for a 40-ampere overcurrent protective device space(s) for EV charging, labeled in the panel directory as “EV CAPABLE.” iv. Electrical load calculations shall demonstrate that the electrical panel service capacity and electrical system, including any on-site distribution transformer(s), have sufficient capacity to simultaneously charge all EVs at all required EV spaces at a minimum of 40 amperes.
v. The parking space shall contain signage with at least a 12” font adjacent to the parking space indicating the space is EV Capable.

LEVEL 1 EV READY. A parking space that is served by a complete electric circuit with the following requirements:
i. A minimum of 2.2 kVa (110/120 volt, 20-ampere) capacity wiring. ii. A receptacle labeled “Electric Vehicle Outlet” or electric vehicle supply equipment located within three (3) feet of the parking space. If EVSE is provided the minimum capacity of the EVSE shall be 16-ampere.
iii. Conduit oversized to accommodate future Level 2 EV Ready (208/240 volt, 40- ampere) at each parking space.

EXHIBIT H
196
LEVEL 2 EV READY. A parking space that is served by a complete electric circuit with the following requirements:
i. A minimum of 8.3 kVa (208/240 volt, 40-ampere) capacity wiring. ii. A receptacle labeled “Electric Vehicle Outlet” or electric vehicle supply equipment located within three (3) feet of the parking space. If EVSE is provided the minimum capacity of the EVSE shall be 30-ampere.

LOW POWER LEVEL 2 EV READY. A parking space that is served by a complete electric circuit with the following requirements:
i. A minimum of 4.1 kVA (208/240 Volt, 20-ampere) capacity wiring. ii. A receptacle labeled “Electric Vehicle Outlet” or electric vehicle supply equipment located within three (3) feet of the parking space. If EVSE is provided the minimum capacity of the EVSE shall be 16-ampere.
iii. Conduit oversized to accommodate future Level 2 EV Ready (208/240 volt, 40- ampere) at each parking space.

Section 202 is amended to amend the following definitions:

AUTOMATIC LOAD MANAGEMENT SYSTEM (ALMS). A control system designed to manage load across one or more electric vehicle supply equipment (EVSE), circuits, panels and to share electrical capacity and/or automatically manage power at each connection point. ALMS systems shall be designed to deliver no less than 3.3 kVa (208/240 volt, 16-ampere) to each EV Capable, EV Ready or EVCS space served by the ALMS, and meet the requirements of California Electrical Code Article 625. The connected amperage to the building site for the EV charging infrastructure shall not be lower than the required connected amperage per California Green Building Standards Code, Title 24 Part 11.

ELECTRIC VEHICLE CHARGING STATION (EVCS). A parking space that includes installation of electric vehicle supply equipment (EVSE) at an EV Ready space. An EVCS space may be used to satisfy EV Ready space requirements. EVSE shall be installed in accordance with the California Electrical Code, Article 625.

Section 202 is amended to delete the following definitions:

ELECTRIC VEHICLE (EV) READY SPACE. [HCD]
ELECTRIC VEHICLE (EV) CAPABLE SPACE.

LEVEL 2 ELECTRIC VEHICLE SUPPLY EQUIPMENT (EVSE). [HCD] LOW POWER LEVEL 2 ELECTRIC VEHICLE (EV) CHARGING RECEPTACLE. [HCD]

EXHIBIT H
197

15.26.050 GBSC Section 304.1.2 added – Alternate methods.

Section 304.1.2 is added to read:

Alternate Methods. As an alternative to achieving compliance with the Green Building Standards Code requirements, a project may instead achieve compliance through; (i) the United States Green Building Council’s Leadership in Energy and Environmental Design (LEED), (ii) Build It Green’s Green Point Rating System; or (iii) another recognized and approved third party green building standards and rating system. Equivalency to the Green Building Standards Code shall be evaluated, detailed and certified by the design professional.

15.26.060 GBSC Section 4.106.1 amended – General.

Section 4.106.1 is amended to read:

General: Preservation and use of the available natural resources shall be accomplished through evaluation and careful planning to minimize negative effects on the site and adjacent areas. Preservation of slopes, management of storm water drainage and erosion controls shall comply with this section, and the provisions of the Stormwater Management and Control Program (Municipal Code chapter 13.45).

15.26.070 GSBC Section 4.106.4 amended – Electric vehicle (EV) charging for new construction.

Section 4.106.4 is amended to read:

4.106.4 Electric Vehicle (EV) Charging for New Construction New construction shall comply with Section 4.106.4.1 or 4.106.4.2 to facilitate future installation and use of EV chargers. Electric vehicle supply equipment (EVSE) shall be installed in accordance with the California Electrical Code, Article 625. Signage for EVCS and EV Ready spaces shall be identified by signage or pavement markings, in compliance with Caltrans Traffic Operations Policy Directive 13-01 (Zero Emission Vehicle Signs and Pavement Markings) or its successor(s).

Exceptions:

1. On a case-by-case basis, where the local enforcing agency has determined EV charging and infrastructure are not feasible based upon one or more of the following conditions:

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1.1.Where there is no local utility power supply, or the local utility is unable to supply adequate power.

1.2.Where there is evidence suitable to the local enforcing agency substantiating that additional local utility infrastructure design requirements, directly related to the implementation of Section 4.106.4, may increase construction cost by an average of $4,500 per parking space for market rate housing or $400 per parking space for affordable housing. EV infrastructure shall be provided up to the level that would not exceed this cost for utility service.

2. Accessory Dwelling Units (ADU) and Junior Accessory Dwelling Units (JADU) without additional parking facilities.

3. Multifamily residential R-2 building projects that have approved entitlements before the code effective date.

15.26.080 GBSC section 4.106.4.1 amended- New One- And Two-Family Dwellings and Townhouses with Attached Private Garages
Section 4.106.4.1 is amended to read:

One parking space provided per unit shall be a Level 2 EV Ready space. If a second parking space is provided, it shall be provided with a Level 2 EV Ready space.

Exception: Accessory Dwelling Units with new parking facilities shall provide one Level 2 EV Capable space.

Delete Exception and sub-section 4.106.4.1.1 Identification

15.26.090 GBSC section 4.106.4.2 amended-New Multifamily Dwellings, Hotels and Motels and New Residential Parking Facilities
Section 4.106.4.2 is amended to read:

4.106.4.2 New Multifamily Dwellings, Hotels and New Residential Parking Facilities
Fifteen percent (15%) of dwelling units with parking spaces shall be EVCS with Level 2 EV Ready. ALMS shall be permitted to reduce load when multiple vehicles are charging.

Eighty-five percent (85%) of dwelling units with parking spaces shall be provided with a Low Power Level 2 EV Ready space. One DCFC may be substituted for up to five (5) EVCS to meet the requirements of 4.106.4.2.

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EV Ready spaces and EVCS in multifamily developments shall comply with California Building Code, Chapter 11A, Section 1109A. EVCS shall comply with the accessibility provisions for EV chargers in the California Building Code, Chapter 11B.

15.26.100 GBSC section 4.106.4.2.1 deleted-Multifamily Development Projects with Less Than 20 Dwelling Units: And Hotels and Motels With Less Than 20 Sleeping Units or Guest Rooms
Section 4.106.4.2.1 is deleted

15.26.110 GBSC section 4.106.4.2.2 deleted - Multifamily Development Projects With 20 or More Dwelling Units, Hotels and Motels With 20 or More Sleeping Units or Guest Rooms
section 4.106.4.2.2 is deleted

15.26.120 GBSC section 4.106.4.2.2.1 amended - Electric Vehicle Charging Stations (EVCS)
Section 4.106.2.2.1 is amended to read:

Electric vehicle charging stations required by Section 4.106.4.2 shall comply with Section 4.106.4.2.2.1.

Exception: Electric vehicle charging stations serving public accommodations, public housing, motels and hotels shall not be required to comply with this section. See California Building Code, Chapter 11B, for applicable requirements.

15.26.130 GBSC section 4.106.4.2.2.1.1 amended – Location Section 4.106.4.2.2.1.1 is amended to read:

EVCS shall comply with at least one of the following options:

1. The charging space shall be located adjacent to an accessible parking space meeting the requirements of the California Building Code, Chapter 11A, to allow use of the EV charger from the accessible parking space.

2. The charging space shall be located on an accessible route, as defined in the California Building Code, Chapter 2, to the building.

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Exception: Electric vehicle charging stations designed and constructed in compliance with the California Building Code, Chapter 11B, are not required to comply with Section

4.106.4.2.2.1.1 and Section 4.106.4.2.2.1.2.

15.26.140 GBSC section 4.106.4.2.2.1.2 amended – Electric Vehicle Charging Stations (EVCS) Dimensions
Section 4.106.4.2.2.1.2 is amended to read:

4.106.4.2.2.1.2 Dimensions
The charging spaces shall be designed to comply with the following:

1. The minimum length of each EV space shall be 18 feet (5486 mm).

2. The minimum width of each EV space shall be 9 feet (2743 mm).

3. One in every 25 charging spaces, but not less than one, shall also have an 8-foot (2438 mm) wide minimum aisle. A 5-foot (1524 mm) wide minimum aisle shall be permitted provided the minimum width of the EV space is 12 feet (3658 mm). a. Surface slope for this EV space and the aisle shall not exceed 1 unit vertical in 48 units horizontal (2.083 percent slope) in any direction.

Exception: Where the City’s Municipal or Zoning Code permits parking space dimensions that are less than the minimum requirements stated in this section

4.106.4.3.2, and the compliance with which would be infeasible due to particular circumstances of a project, an exception may be granted while remaining in compliance with California Building Code Section Table 11B-228.3.2.1 and 11B-812, as applicable.

15.26.150 GBSC section 4.106.4.2.2.1.3 deleted - Accessible EV Spaces Section 4.106.4.2.2.1.3 is deleted

15.26.160 GBSC section 4.106.4.2.3 deleted - EV Space Requirements Section 4.106.4.2.3 is deleted

15.26.170 GBSC section 4.106.4.2.4 deleted - Identification

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Section 4.106.4.2.4 is deleted

15.26.180 GBSC section 4.106.4.2.5 deleted - Electric Vehicle Ready Space Signage
Section 4.106.4.2.5 is deleted

15.26.190 GBSC Section 4.106.5 added – All-electric Buildings.

Section 4.106.5 is added to read:

New construction buildings shall comply with Section 4.106.5.1 or 4.106.5.2 so that they do not use combustion equipment or are ready to accommodate installation of electric heating appliances.

15.26.200 GBSC Section 4.106.5.1 added - New Construction.

Section 4.106.5.1 is added to read:

New Construction: All newly constructed buildings shall be all-electric buildings.

Building additions, alterations, repairs, and tenant improvements shall not be considered new construction. The final determination whether a project meets the definition of new construction shall be made by the local enforcing agency.

Exceptions:

1. Multifamily residential building projects that have approved entitlements before the effective date of this ordinance may install fuel gas for water heating systems serving multiple dwelling units. The applicant shall comply with Section

4.106.5.2.

2. Accessory Dwelling Units (ADUs) that are constructed on a lot with an existing residence that utilizes fuel gas.

3. If the applicant establishes that there is not an all-electric prescriptive compliance pathway for the building under the California Building Energy Efficiency Standards, and that the building is not able to achieve the performance compliance standard applicable to the building under the Energy Efficiency Standards using commercially available technology and an approved calculation method, then the local enforcing agency may grant a modification. The applicant shall comply with Section 4.106.5.2.

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Inactive Fuel Gas Infrastructure may be extended to spaces that are anticipated to qualify for the exceptions contained in this chapter. The inactive Fuel Gas Infrastructure shall not be activated, have a meter installed, or otherwise used unless the exemptions specified in this chapter have been confirmed as part of the issuance of a building permit. If the Fuel Gas Infrastructure is no longer serving one of the exceptions contained in this chapter, it shall either be capped, otherwise terminated, or removed by the entity previously entitled to the exemption, in a manner pursuant to all applicable Codes.

The local enforcing agency shall have the authority to approve alternative materials, design and methods of construction or equipment per California Building Code Section 104.

15.26.210 GBSC Section 4.106.5.2 added - Requirements for combustion equipment.

Section 4.106.5.2 is added to read:

Where combustion equipment is allowed per Exceptions under 4.106.5.1, the construction drawings shall indicate electrical infrastructure and physical space accommodating the future installation of an electrical heating appliance in the following ways, as certified by a registered design professional or licensed electrical contractor:

1. Branch circuit wiring, electrically isolated and designed to serve all electrical heating appliances in accordance with manufacturer requirements and the California Electrical Code, including the appropriate voltage, phase, minimum amperage, and an electrical receptacle or junction box within five feet of the appliance that is accessible with no obstructions. Appropriately sized conduit may be installed in lieu of conductors; and

2. Labeling of both ends of the unused conductors or conduit shall be with “For Future Electrical Appliance”; and

3. Reserved circuit breakers in the electrical panel for each branch circuit, appropriately labeled (i.e “Reserved for Future Electric Range”), and positioned on the opposite end of the panel supply conductor connection; and

4. Connected subpanels, panelboards, switchboards, busbars, and transformers shall be sized to serve the future electrical heating appliances. The electrical capacity requirements shall be adjusted for demand factors in accordance with the California Electric Code; and

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5. Physical space for future electrical heating appliances, including equipment footprint, and if needed a pathway reserved for routing of ductwork to heat pump evaporator(s), shall be depicted on the construction drawings. The footprint necessary for future electrical heating appliances may overlap with non-structural partitions and with the location of currently designed combustion equipment.

15.26.220 GSBC Section 5.106.5.3 amended – Electric vehicle (EV) charging.

Section 5.106.5.3 is amended to read:

5.106.5.3 Electric vehicle (EV) charging. Construction to provide electric vehicle infrastructure and facilitate electric vehicle charging shall comply with Section 5.106.5.3 and shall be provided in accordance with regulations in the California Building Code and the California Electrical Code. Accessible EVCS shall be provided in accordance with the California Building Code Chapter 11B Section 11B-228.3. For EVCS signs, refer to Caltrans Traffic Operations Policy Directive 13-01 (Zero Emission Vehicle Signs and Pavement Markings) or its successor(s).

Exceptions:

1. On a case-by-case basis where the local enforcing agency has determined compliance with this section is not feasible based upon one of the following conditions:
a. Where there is no local utility power supply.
b. Where the local utility is unable to supply adequate power. c. Where there is evidence suitable to the local enforcement agency substantiating that additional local utility infrastructure design requirements, directly related to the implementation of Section 5.106.5.3, may increase construction cost by an average of $400 per parking space for non-profit organizations serving low-income, vulnerable, and/or underserved communities or $4,500 per parking space for all others. EV infrastructure shall be provided up to the level that would not exceed this cost for utility service.

2. Parking spaces accessible only by automated mechanical car parking systems are not required to comply with this code section.

15.26.230 GSBC Section 5.106.5.3.1 amended – EV capable spaces.

Section 5.106.5.3.1 is amended to read:

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5.106.5.3.1 Nonresidential Occupancy Class B Offices, including mixed-class buildings that include Occupancy Class B Office space – Shared Parking Space.

Twenty percent (20%) of parking spaces shall be EVCS with Level 2 EV Ready. ALMS shall be permitted to reduce load when multiple vehicles are charging. Thirty percent (30%) of parking spaces provided shall be Level 2 EV Capable.

Delete table 5.106.5.3.1

15.26.240 GSBC Section 5.106.5.3.2 amended – Electric vehicle charging stations (EVCS)
Section 5.106.5.3.2 is amended to read:

5.106.5.3.2 Hotel and Motel Occupancies – Shared Parking Facilities.

New Construction. Five percent (5%) of parking spaces provided shall be EVCS with Level 2 EV Ready. ALMS shall be permitted to reduce load when multiple vehicles are charging. Twenty-five percent (25%) of parking spaces provided shall be Low Power Level 2 EV Ready space. Ten percent (10%) of parking spaces provided shall be Level 2 EV Capable.

15.26.250 GSBC Section 5.106.5.3.3 amended - Use of automatic load management systems (ALMS).

Section 5.106.5.3.3 is amended to read:

5.106.5.3.3 All Other Nonresidential Occupancies – Shared Parking Facilities.

New Construction. Ten percent (10%) of parking spaces provided shall be EVCS with Level 2 EV Ready. ALMS shall be permitted to reduce load when multiple vehicles are charging. Ten percent (10%) of parking spaces provided shall be Level 2 EV Capable.

15.26.260 GSBC Section 5.106.5.3.4 amended - Accessible EVCS.

Section 5.106.5.3.4 is amended to read:

5.106.5.3.4 Direct current fast charging stations. One DCFC may be substituted for up to five (5) EVCS to meet the requirements of 5.106.5.3.1, 5.106.5.3.2, and

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5.106.5.3.3. Where ALMS serve DCFC stations, the power demand from the DCFC shall be prioritized above Level 1 and Level 2 spaces.

15.26.270 GSBC Section 5.106.13 added – All-Electric Buildings.

Section 5.106.13 is added to read:

5.106.13 All-electric buildings. New construction buildings shall comply with Section

5.106.13.1 or 5.106.13.2 so that they do not use combustion equipment or are ready to facilitate future electrification.

15.26.280 GSBC Section 5.106.13.1. added - New construction.

Section 5.106.13.1 is added to read:

New construction: All newly constructed buildings shall be all-electric buildings.

Building additions, alterations, repairs, and tenant improvements shall not be considered new construction. The final determination whether a project meets the definition of new construction shall be made by the local enforcing agency.

Exceptions:

1. Nonresidential buildings containing kitchens located in a place of public accommodation, as defined in the California Building Code Chapter 2, may apply to the local enforcing agency for a modification to install commercial food heatprocessing equipment served by fuel gas. The local enforcing agency may grant the modification if they find:
a. A business-related need to cook with combustion equipment; and b. The need cannot be achieved equivalently with an electric heating appliance; and
c. The applicant has installed energy efficient equipment based on Energy Star or California Energy Wise qualifications, as available. d. The applicant shall comply with Section 5.106.13.2.

2. Laboratories, as defined in the California Building Code Chapter 2, may apply to the local enforcing agency for a modification to install combustion equipment served by fuel gas. The local enforcing agency may grant the modification if they find:
e. A business, research, or educational-related need to use combustion equipment; and
f. The need cannot be achieved equivalently with an electric heating appliance; and
g. The applicant has installed energy efficient equipment based on Energy Star or California Energy Wise qualifications, as available. h. The applicant shall comply with Section 5.106.13.2.

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3. Hotels and motels with eighty or more guestrooms may utilize fuel gas in on-site commercial clothes drying equipment. The applicant shall comply with Section

5.106.13.2.

4. If the applicant establishes that there is not an all-electric prescriptive compliance pathway for the building under the California Building Energy Efficiency Standards, and that the building is not able to achieve the performance compliance standard applicable to the building under the Energy Efficiency Standards using commercially available technology and an approved calculation method, then the local enforcing agency may grant a modification. The applicant shall comply with Section 5.106.13.2
Inactive Fuel Gas Infrastructure may be extended to spaces that are anticipated to qualify for the exceptions contained in this chapter. The inactive Fuel Gas Infrastructure shall not be activated, have a meter installed, or otherwise used unless the exemptions specified in this chapter have been confirmed as part of the issuance of a building permit. If the Fuel Gas Infrastructure is no longer serving one of the exceptions contained in this chapter, it shall either be capped, otherwise terminated, or removed by the entity previously entitled to the exemption, in a manner pursuant to all applicable Codes.

The local enforcing agency shall have the authority to approve alternative materials, design and methods of construction or equipment per California Building Code Section 104.

15.26.290 GSBC Section 5.106.13.2. added - Requirements for combustion equipment.

Section 5.106.13.2 is added to read:

Where combustion equipment is allowed per exceptions under Section 5.106.13.1, the construction drawings shall indicate electrical infrastructure and physical space accommodating the future installation of an electrical heating appliance in the following ways, as certified by a registered design professional or licensed electrical contractor:

1. Branch circuit wiring, electrically isolated and designed to serve all electrical heating appliances in accordance with manufacturer requirements and the California Electrical Code, including the appropriate voltage, phase, minimum amperage, and an electrical receptacle or junction box within five feet of the appliance that is accessible with no obstructions. Appropriately sized conduit may be installed in lieu of conductors; and

2. Labeling of both ends of the unused conductors or conduit shall be with “For Future Electrical Appliance”; and

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3. Reserved circuit breakers in the electrical panel for each branch circuit, appropriately labeled (i.e “Reserved for Future Electric Range”), and positioned on the opposite end of the panel supply conductor connection; and

4. Connected subpanels, panelboards, switchboards, busbars, and transformers shall be sized to serve the future electrical heating appliances. The electrical capacity requirements shall be adjusted for demand factors in accordance with the California Electric Code; and

5. Physical space for future electrical heating appliances, including equipment footprint, and if needed a pathway reserved for routing of ductwork to heat pump evaporator(s), shall be depicted on the construction drawings. The footprint necessary for future electrical heating appliances may overlap with non-structural partitions and with the location of currently designed combustion equipment.

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CITY COUNCIL STAFF REPORT ITEM NO. 6.2
DATE: October 24, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Hearing to consider approving an Amended and Restated Disposition and Development Agreement with Red Bear Property Management, Inc. for development of downtown commercial uses, authorizing the City Manager to execute the agreement and all other necessary documents to implement that agreement, and to conform the Stockmen's Park easement to this project and others on the park site.

RECOMMENDED ACTION
Staff recommends the City Council adopt resolutions and direct the following:

1. Finding that the Amended and Restated Disposition and Development Agreement (DDA) with Red Bear Property Management, Inc., attached hereto as Exhibit A, is within the scope of the 2004 Downtown Specific Plan Environmental Impact Report and the 2009 Downtown Specific Plan Subsequent Environmental Impact Report and the addendums adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178, and determining that Assessor Parcel Numbers 098-0289-026 and 098-0289-027 are exempt from the Surplus Land Act as defined in Government Code Section 54234(a)(1); and

2. Authorizing the City Manager to execute the DDA and all other necessary documents to implement that agreement and to conform the Stockmen's Park easement to this project and other projects on the park site.

SUMMARY
The proposed Disposition and Development Agreement Amendment (DDA) reflects changes to the commercial project since the 2018 Disposition and Development Agreement and updates the terms of the sale of City-owned sites to Red Bear Property Management, Inc. (Red Bear).

Under the amended DDA, Red Bear will develop approximately 12,835 square feet of new commercial retail space consistent with the City Council’s approved Downtown Plan. The proposal expands Blacksmith Square with one new building and an addition to the non-historic building at 25 South Livermore Avenue occupied by Tap 25 and Prints & Pints. The project also includes a new two-story 209
stand-alone building with a roof deck at the northwest corner of Veterans Way and South Livermore Avenue. The new commercial space is located on the eastern edge of Stockmen’s Park, expanding Blacksmith Square and closing the gap between Blacksmith Square and 39 South Livermore Avenue, occupied by Uncle Yu’s at the Vineyard and Sandia Laboratory Credit Union.

The amended agreement continues to secure additional public benefits and improvements including contributions to Stockmen’s Park maintenance, constructing a public restroom, and making parking spaces in the private parking area for 39 South Livermore available to the public. Red Bear is an experienced development company, which has been responsible for the development and operation of a number of high quality, successful properties in both Livermore and Pleasanton. Based on Council direction, the City and Red Bear have negotiated the amended DDA, which establishes the terms for the sale of the City-owned sites to Red Bear and the responsibilities of each of the parties for the commercial development.

Staff is also requesting authorization to conform the Stockmen's Park easement to the minor adjustments to the property boundaries that have been necessary as final designs have been developed for the Blacksmith Square expansion and surrounding properties.

The commercial project implements the City Council's Downtown Priority and is a key component of the Downtown Plan approved by the Council in 2018. The new retail and restaurant uses will help activate Stockmen’s Park and provide a place for residents and visitors to enjoy shopping and dining.

DISCUSSION
Background
On October 22, 2018, the City Council adopted Resolution No. 2018-185 authorizing the City Manager to execute a Disposition and Development Agreement between the City and Red Bear Property Management, Inc. for developing approximately 8,600 square feet of new retail and restaurant space.

The agreement implemented the Downtown Plan approved by the City Council in early 2018.

On November 9, 2020, the City Council adopted Ordinance No. 2106 approving a Development Agreement with Red Bear Property Management, Inc. for the Downtown Commercial Project. This agreement secured Red Bear’s right to develop and use the property in accordance with the City’s General Plan, Downtown Specific Plan, and Livermore Development Code for a term of 30 years.

The Disposition and Development Agreement approved by the City Council in 2018 includes commencement of construction in May 2020 and completion in December 2020. However, the 2018 Referendum challenging the Council's approval of a Specific Plan Amendment to allow a four-story hotel, the 2019 Referendum challenging the Council's approval of a Development Agreement for the hotel, and the 2019 Central Park Plan Initiative to change the land uses across the City's Downtown Core Site caused significant uncertainty and delayed the project.

The Referendum for the September 2018 Specific Plan Amendments necessitated several adjustments to the Downtown Plan. The adjustments included reduced building heights for the hotel and the L Street parking structure and required two-story buildings for the commercial project adjacent to the one-story buildings in Blacksmith Square. Only after the City Council readopted the Specific Plan Amendments that 210
were challenged by the 2018 Referendum on May 11, 2020, was the one-story provision put back in place to facilitate the commercial project.

Red Bear and staff have been working collaboratively on the project's site, architecture, and landscape plans. On September 16, 2022, Red Bear submitted a formal Downtown Design Review application for administrative review and approval by staff.

Livermore Stockmen’s Rodeo Association Easement
The project will be located on the southwest corner of South Livermore Avenue and Railroad Avenue as identified in the Livermore Stockmen’s Rodeo Association Easement (Easement). The Easement identifies commercial use areas A, B, C, and D, which collectively comprise the property that will be sold for commercial development. The purpose of the easement is to ensure, among other things, the Livermore Stockmen’s Rodeo Association will have input in the development of the commercial property adjacent to Stockmen’s Park to ensure its development integrates with the park area in an appealing manner and that its development does not overshadow the park and its memorial. Representatives from the Livermore Stockmen’s Rodeo Association and staff met to review the proposed commercial project on September 8, 2022, and on September 26, 2022, the Stockmen's Rodeo Association confirmed the commercial project meets the purpose of the Easement.

The Easement has undergone several minor amendments over time to reflect the design progress for the Black Box Theater and Quest Science Center, and completion of Stockmen's Park. Staff is recommending the City Council authorize the City Manager to execute all documents necessary to conform the Stockmen's Park easement to this project and others on the park site as designs for the Black Box Theater and Quest Science Center progress.

Disposition and Development Agreement
The DDA adds a number of conditions to the development of the property and in return recognizes the cost of these restrictions in the value of the land and the fees applied to the project. Among these conditions is the requirement that Red Bear participate in the Community Facility Maintenance District for Downtown Improvements (Maintenance District), which will help to fund the ongoing maintenance of Stockmen’s Park. Red Bear will contribute $22,000 per year to the Maintenance District.

In addition, Red Bear has agreed to incorporate a restroom facility into the commercial development which will be open and available to the public from mid-morning until early evening. This restroom will be operated and maintained by Red Bear and will serve both retail and restaurant customers and visitors to the park. This is a substantial cost savings for the City, as it avoids having to construct a stand-alone restroom facility for the park.

Red Bear has also agreed to execute a deed restriction for the property at 39 South Livermore Avenue which would require a portion of the parking at this site to remain open and available without restriction to use by specific businesses. This will help to ensure the efficient use of this parking, consistent with the intent of the Downtown Specific Plan and helps to reduce demand on other public parking areas.

In terms of design, the commercial buildings are compatible with Blacksmith Square and consistent with the Downtown Specific Plan. Where buildings are adjacent to Stockmen’s Park, building walls oriented toward the park are designed to incorporate window and door openings so tenant spaces actively 211
interface with Stockmen’s Park.

The sales price of $50,000 and some fee credits reflect the cost of Red Bear’s participation in the Maintenance District, the provision of publicly accessible restroom facilities, restrictions on design, limitations on parking that will be added to 39 South Livermore Avenue, and the schedule of performance for completion of construction. The performance schedule gives Red Bear just under 18 months to prepare construction level plans, obtain building permits, and complete the construction of the project.

Construction would be complete by March 2024.

The approval of this amended DDA will allow the commercial properties identified in the Downtown Plan to move forward and be developed in a manner that is consistent and compatible with Blacksmith Square. These new commercial uses are a critical element in the activation and successful operation of Stockmen’s Park.

The proposed commercial use is within walking distance of nearby housing, restaurants, retail shops, the Bankhead Theater, Livermore Cinema, and other commercial uses. Furthermore, Veterans Park, Eden Housing, the Quest Science Center, and Black Box Theater by SPARC are planned directly to the west and southwest. The new commercial project closes the gap between Blacksmith Square and 39 South Livermore Avenue and implements the community’s vision for the Downtown. Upon completion, the project will support the City’s economic development goals for Downtown, provide employment opportunities, and provide the City with additional revenue in the form of increased property and sales taxes.

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

On September 28, 2022, the California Department of Housing and Community Development confirmed that the commercial parcels were exempt from the 2021 Guidelines and subject only to the 2019 Surplus Land Act, based upon the following circumstances:

The initial DDA was approved before December 31, 2020, and Disposition of the property will be complete before December 31, 2022 Environmental Determination
The commercial project is within the scope of the 2004 Downtown Specific Plan Environmental Impact Report and the 2009 Downtown Specific Plan Subsequent Environmental Impact Report and the addendums adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178. No new or more severe significant impacts were identified for the project that were not identified in the 2004 Final EIR and 2009 Subsequent EIR, and no new mitigation measures would be required for the downtown plan. For all environmental topics addressed in the addendums, there were no substantial changes in environmental circumstances that would result in new or more severe significant environmental effects than were 212
identified and evaluated in the 2004 Final EIR and 2009 Subsequent EIR.

FISCAL AND ADMINISTRATIVE IMPACTS
Implementing the terms of the Disposition and Development Agreement outlined above will enable development of the downtown commercial sites, contributing to the economic vitality of Downtown Livermore. The proposed project will pay $50,000 for the land and approximately $890,000 in development impact fees to offset the additional costs of development impacts. Red Bear will also contribute $22,000 annually to the Stockmen’s Park Community Facility Maintenance District. This contribution will adjust annually consistent with CPI plus one percent. The development will generate revenue from property tax and sales tax that will further offset related municipal services.

ATTACHMENTS

1. Resolution - CEQA and Exemption

2. Exhibit A - APN Map

3. Exhibit B-Surplus Land DDA Resolution

4. Exhibit C - Surplus Land - DA Ordinance No. 2106

5. Exhibit D - HCD Confirmation 9-28-22

6. Resolution - DDA

7. Exhibit A - Amended and Restated Disposition and Development Agreement.pdf Prepared by: Steve Stewart
Planning Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
213
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION FINDING THE PROJECT IS CONSISTENT WITH PRIOR ENVIRONMENTAL REVIEW FOR CEQA AND DECLARING THAT TWO CITYOWNED PARCELS ARE EXEMPT SURPLUS LAND PURSUANT TO GOVERNMENT CODE SECTION 54221
The City of Livermore is the owner in fee simple of two parcels of land located on the southwest corner of South Livermore Avenue and Railroad Avenue in downtown Livermore (APNs: 098-0289-026 and 098-0289-027); both as more particularly described in Exhibit A, (collectively “Commercial Properties”).

On October 22, 2018, the City Council adopted Resolution No. 2018-185 authorizing the city manager to execute a Disposition and Development Agreement between the City and Red Bear Property Management, Inc. for developing approximately 8,600 square feet of new retail and restaurant space. The agreement implemented the Downtown Plan approved by the City Council in early 2018.

On November 9, 2020, the City Council adopted Ordinance No. 2106 approving a Development Agreement with Red Bear Property Management, Inc. for the Downtown Commercial Project. This agreement secured Red Bear’s right to develop and use the property in accordance with the City’s General Plan, Downtown Specific Plan, and Livermore Development Code for a term of 30 years.

The City Council has determined that the Commercial Properties are not necessary for City use as set forth in Resolution No. 2018-185 authorizing the city manager to execute a Disposition and Development Agreement between the City and Red Bear Property Management, Inc. for developing the Commercial Properties, attached hereto as Exhibit B, and as set forth in Ordinance No. 2106, authorizing execution of a Development Agreement between the City of Livermore and Red Bear Property Management, Inc., securing Red Bear Property Management, Inc.’s right to develop the Commercial Properties, attached hereto as Exhibit C.

The surplus property legislation provides that its requirements do not apply to cityowned property when an agreement for the property’s disposition was executed before December 31, 2020, and the final disposition is completed before December 31, 2022.

Here, the agreements between the City and Red Bear Property Management, Inc. were entered into prior to those dates, and the disposition is scheduled to be completed before December 31, 2022.

The Amended and Restated Disposition and Development Agreement amends and restates the 2018 Disposition and Development Agreement so that the conveyance of Commercial Properties can be completed. For the reasons stated above, the conveyance of Commercial Properties is exempt from the Surplus Land Act in accordance with Government Code section 54221.
214
RESOLUTION NO. ________
On September 28, 2022, the California Department of Housing and Community Development confirmed the commercial parcels were exempt from the 2021 Surplus Land Act and Guidelines and subject to the Surplus Land Act as it existed on December 31, 2019. A copy of that notice is attached as Exhibit D.

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

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

1. It finds the conveyance of the Commercial Properties, consisting of APNs 098-0289-026 and 098-0289-027, from the City to Red Bear Property Management, Inc. were analyzed by, and the project is consistent with the scope of the addendums adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178, and the 2004 Downtown Specific Plan Environmental Impact Report and the 2009 Downtown Specific Plan Subsequent Environmental Impact Report.

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

2. It determines the following two parcels identified herein as the Commercial Properties, consisting of APNs 098-0289-026 and 098-0289-027 and as more particularly described in Exhibit A, are exempt surplus land as defined in Government Code section 54221, as confirmed by the California Department of Housing and Community Development.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on October 24, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
215
RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
/s/ Jason R. Alcala
Marie Weber Jason R. Alcala
City Clerk City Attorney
Exhibit A – APN Map
Exhibit B – Resolution No. 2018-185
Exhibit C – Ordinance No. 2106
Exhibit D – HCD Notice dated September 28, 2022
216
Exhibit A
217

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A DISPOSITION AND

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LIVERMORE AND RED

BEAR PROPERTY MANAGEMENT FOR THE DISPOSITION OF CITY OWNED

PARCELS AND DEVELOPMENT OF DOWNTOWN COMMERCIAL PROPERTY APN' S 098 -0289- 002 -01, 098 - 0289 -019, 098 - 0289 -020) On January 30, 2018, the City Council approved the Downtown Plan, which provides for commercial uses on the Livermore Village site on the southwest corner of Railroad Avenue and South Livermore Avenue.

On July 26, 2018, the City entered into an Exclusive Negotiating Rights Agreement with Red Bear Property Management, Inc. to establish procedures and standards to negotiate a purchase and sale agreement for the disposition and development of certain property for the purpose of developing downtown commercial sites.

The City and Red Bear Property Management, Inc. desire to enter into an agreement to sell the City -owned property to Red Bear Property Management, Inc. for the construction of new commercial space on approximately 12, 900 square feet of property.

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

BE IT FURTHER RESOLVED that the City Council of the City of Livermore authorizes the City Manager to execute a Disposition and Development Agreement with Red Bear Property Management, Inc. that is in substantially the same form as the agreement attached hereto as Exhibit A.

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

On motion of Vice Mayor Woerner, seconded by Council Member Spedowfski, the foregoing Resolution was passed and adopted on October 22, 2018, by the following vote:
1 RESOLUTION NO. 2018 - 185

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218
AYES: Council Members Carling, Coomber, Spedowfski, Vice Mayor Woerner, Mayor Marchand
NOES- None
ABSENT: None
ABSTAIN: None
ATTEST
Sarah Bunting _.

City ClerkDate: October 25, 2018
APPROVED AS TO FORM:

Jason Alcala
City Attorney
Exhibit A — Disposition and Development Agreement
2 RESOLUTION NO. 2018 - 185

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219

DISPOSITION AND DEVELOPMENT AGREEMENT
by and between

CITY OF LIVERMORE
and
RED BEAR PROPERTY MANAGEMENT, Inc.

Retail /Commercial Project
Livermore Village, Stockmen' s Park
Downtown Livermore
Resolution Number )
10/ 03/ 2018

EXHIBIT A

EXHIBIT B
220

TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS ............................................................................. ............................... 3 Section1. 1 Definitions ................................................................................ ............................... 3 Section1. 2 Exhibits .................................................................................... ............................... 8 ARTICLE 2. PREDISPOSITION REQUIREMENTS ...................................... ............................... 8 Section 2. 1 City' s Conditions Precedent to Close of Escrow ..................... ............................... 8 Section 2. 2 Developer' s Conditions Precedent to Close of Escrow .......... ............................... 10 Section 2. 3 Access for Investigations ....................................................... ............................... 11 ARTICLE 3. DISPOSITION OF THE PROPERTY ...................................... ............................... 11 Section 3. 1 Purchase and Sale .................................................................. ............................... 11 Section 3. 2 Purchase Price ........................................................................ ............................... 11 Section 3. 3 Opening Escrow; Costs of Escrow ........................................ ............................... 11 Section 3. 4 Closing and Closing Deliverables .......................................... ............................... 12 Section3. 5 Close of Escrow ..................................................................... ............................... 12 Section 3. 6 Additional Escrow Instructions .............................................. ............................... 13 Section 3. 7 Condition ofthe Property ....................................................... ............................... 13 Section 3. 8 Real Estate Commissions ....................................................... ............................... 15 Section 3. 9 Challenge to this Agreement or the Entitlements .................. ............................... 16 Section 3. 10 Parcel Map for the Property ...................................................... ...............................

ARTICLE 4. IMPROVEMENTS AND DESIGN REQUIREMENTS ........... ............................... 16 Section 4. 1 Improvements.

Section 4. 2 Design in Conformance with Project Documents .................. ............................... 16 Section 4. 3 Additional Permits and Approvals ......................................... ............................... 17 Section4. 4 City Review ........................................................................... ............................... 17 Section 4. 5 Basic Conceptual Drawings ....................................................... ...............................

ARTICLE 5. PRECONDITIONS TO COMMENCEMENT OF CONSTRUCTION ................... 17 Section5. 1 Approvals ............................................................................... ............................... 17 Section5. 2 City Fees ................................................................................ ............................... 18 Section 5. 3 Execution and Recordation of Reciprocal Access Easement ............................... 18 Section 5. 4 Building Permits .................................................................... ............................... 18 Section 5. 5 Updates to Title Policy ........................................................... ............................... 18 Section5. 6 Insurance ................................................................................ ............................... 18 ARTICLE 6. CONSTRUCTION OF THE IMPROVEMENTS ..................... ............................... 18 i
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TABLE OF CONTENTS
Page
Section 6. 1 Commencement of Construction ........................................... ............................... 18 Section 6. 2 Completion of Construction ................................................... ............................... 18 Section 6. 3 Construction Pursuant to Scope of Development and Project Documents........... 19 Section 6. 4 Mechanics' Liens .................................................................... ............................... 19 Section 6. 5 Compliance with Applicable Law ......................................... ............................... 19 Section6. 6 Progress Reports .................................................................... ............................... 20 Section6.7 Entry by City .......................................................................... ............................... 20 Section 6. 9 Non - Discrimination During Construction; Equal Opportunity ............................ 20 Section 6. 10 Insurance Requirements ........................................................ ............................... 20 ARTICLE 7. OBLIGATIONS WHICH CONTINUE THROUGH AND BEYOND THE COMPLETION OF CONSTRUCTION .................................... ............................... 21 Section 7. 1 Commercial Use ..................................................................... ............................... 21 Section 7. 2 Community Facility Maintenance District for Downtown Core Improvements.. 21 Section7. 3 Maintenance ........................................................................... ............................... 21 Section 7. 4 Developer To Indemnify City ................................................ ............................... 22 Section 7. 5 Hazardous Materials .............................................................. ............................... 22 Section 7. 6 No Liability for Breaches of Security .................................... ............................... 24 Section 7. 7 Non - Discrimination ............................................................... ............................... 24 Section 7. 8 CFD Assessment .................................................................... ............................... 24 Section7. 9 Survival ...................................................................................... ...............................

ARTICLE 8. ASSIGNMENT AND TRANSFERS ......................................... ............................... 25 Section8. 1 Definitions .............................................................................. ............................... 25 Section 8. 2 Purpose of Restrictions on Transfer ....................................... ............................... 25 Section 8. 3 Prohibited Transfers ............................................................... ............................... 25 Section 8. 4 Permitted Transfers ................................................................ ............................... 25 Section 8. 5 Effectuation ofPermitted Transfers ....................................... ............................... 26 ARTICLE 9. SECURITY FINANCING AND RIGHTS OF HOLDERS ....... ............................... 27 Section9. 1 Encumbrances ........................................................................ ............................... 27 Section 9. 2 Holder Not Obligated to Construct ........................................ ............................... 27 Section 9. 3 Notice of Default and Right to Cure ...................................... ............................... 28 Section 9. 4 Cure of Developer Defaults ................................................... ............................... 28 Section 9. 5 Failure of Holder to Complete Improvements ....................... ............................... 29 Section 9. 6 Right ofthe City to Cure ........................................................ ............................... 30 Section 9. 7 Right of the City to Satisfy Other Liens ................................ ............................... 30 Section 9. 8 Holder to be Notified ............................................................. ............................... 30 Section9. 9 Modifications ......................................................................... ............................... 30 Section 9. 10 Estoppel Certificates ............................................................ ............................... 30 Section 9. 11 Participation in Insurance and Condemnation Proceedings . ............................... 31 Section 9. 12 Multiple Encumbrance Holders ........................................... ............................... 31 10/ 03/ 2018

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TABLE OF CONTENTS
Page
ARTICLE 10. DEFAULT AND REMEDIES ................................................. ............................... 31 Section 10. 1 Application of Remedies ...................................................... ............................... 31 Section10. 2 Fault of City ......................................................................... ............................... 31 Section 10. 3 Fault of Developer ............................................................... ............................... 32 Section10. 4 Right of Reverter .................................................................. ............................... 33 Section 10. 5 Rights and Remedies Cumulative ........................................ ............................... 34 Section10. 6 Survival ................................................................................ ............................... 34 ARTICLE 11. GENERAL PROVISIONS ....................................................... ............................... 34 Section 11. 1 Identity of Developer ........................................................... ............................... 34 Section 11. 2 Notices, Demands and Communications ............................. ............................... 35 Section 11. 3 Non - Liability of Officials, Employees and Agents ............. ............................... 36 Section11. 4 Enforced Delay .................................................................... ............................... 36 Section 11. 5 Delegation of Authority ....................................................... ............................... 37 Section 11. 6 Submittals and Approvals .................................................... ............................... 37 Section 11. 7 Inspection of Books and Records ........................................ ............................... 37 Section 11. 8 Title of Parts and Sections ................................................... ............................... 37 Section 11. 9 Applicable Law .................................................................... ............................... 37 Section 11. 10 Severability ........................................................................ ............................... 37 Section 11. 11 Legal Actions ................................................................... ............................... 37 Section 11. 12 Binding Upon Successors; Covenants to Run With Land ............................... 37 Section 11. 13 Parties Not Co- Venturers ................................................. ............................... 38 Section 11. 14 Entire Understanding of the Parties .................................. ............................... 38 Section11. 15 Counterparts ..................................................................... ............................... 38 Section11. 16 Amendments ..................................................................... ............................... 38 Section 11. 17 Recordation of Memo of DDA ......................................... ............................... 38 Section 11. 18 Standard of Approval ....................................................... ............................... 38 Section 11. 19 Effectiveness of Agreement ............................................. ............................... 38 Section11. 20 Interpretation .................................................................... ............................... 38 Section 11. 21 No Gift or Dedication ....................................................... ............................... 38 10/ 03/ 2018

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DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT ( this " Agreement ") is made as of October _, 2018, by and between the City of Livermore, a municipal corporation City "), and Red Bear Property Management, Inc., a California corporation ( " Developer "), with reference to the following facts, purposes, and understandings.

RECITALS
A. These Recitals refer to and utilize certain capitalized terms that are defined within this Agreement.

B. The City is the owner of a certain parcels of property that are approximately 5. 5 acres, bounded by Railroad Avenue, Livermore Avenue, First Street, and L Street, and that is commonly referred to as the " Livermore Village Site."
C. On January 30, 2018, the City Council approved the Downtown Plan, a copy of which is attached hereto as Exhibit A, that provides for, among other things, the development of the Livermore Village Site. The Downtown Plan contemplates a public park with provisions for a science center, a black box theater, and retail space within the park area of the Livermore Village Site.

D. On January 30, 2018, the City Council granted a park easement to the Livermore Stockmen' s Rodeo Association ( recorded in the Official Records on April 18, 2018 as County Recorder number 2018076967) ( " Park Easement "), a copy of which is attached hereto as Exhibit B.

E. The Park Easement is subject to the terms and conditions set forth in the specific agreement between the City and the Livermore Stockmen' s Rodeo Association titled First Amendment to Agreement for the Development of the Rodeo Grounds and Sunken Garden Area as a Civic Center and Parks and Recreation Area, dated January 30, 2018 ( " LSRA Agreement "), a copy of which is attached hereto as Exhibit C.

F. The LSRA Agreement and Park Easement designate commercial use areas within the Park Easement identified as commercial use areas A, B, C, and D in Exhibit B. The commercial use areas A, B, C, and D, are collectively referred to in this Agreement as the Commercial Property," the plat map and legal description for which from the Park Easement is attached as Exhibit D.

G. The LSRA Agreement states that the purpose of the Park Easement is to ensure, among other things, the Livermore Stockmen' s Rodeo Association will have input on the development of the Commercial Property adjacent to Stockmen' s Park to ensure its development integrates with the park area in an appealing manner and to ensure that its development does not overshadow the park and its memorial. The LSRA Agreement and Park Easement contemplate and allow for the City transfer of the Property to a third party.

H. The City is the owner of the City -owned parcels located on the southwest corner of South Livermore Avenue and Railroad Avenue in downtown Livermore ( APNs: 98- 289 -2 -1, 1 10/ 03/ 2018

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98- 289 -20, and portions of APN 97 -1 - 32, 98- 289 -2 -1, 98- 289 -18, 98- 289 -19, and 98- 289 -21), that are within the Park Easement granted to the Livermore Stockmen' s Rodeo Association.

I. The City will prepare and record a parcel map for the Commercial Property areas to be conveyed from the City to the Developer ( " Property "), as more particularly described in draft parcel map attached to this Agreement as Exhibit E ( " Draft Parcel Map for the Property"), that consists of the Commercial Property in the Park Easement.

J. On April 27, 2019, the City circulated a request seeking qualifications from developers interested in designing and constructing commercial retail uses on the Property to implement the Downtown Plan.

K. On June 18, 2018, the City selected the Developer for the disposition of the Property for its development to implement the Downtown Plan consistent with the Livermore General Plan, the Downtown Specific Plan, the Livermore Development Code, the Livermore Municipal Code, City design standards and guidelines, and other City guidelines, standards, and requirements for development (collectively " City Regulations ").

L. On June 18, 2018, the City Council adopted resolution no. 2018 -088 authorizing the City Manager to execute for the City, an Exclusive Negotiating Rights Agreement with Developer to negotiate this Agreement to:

Maximize land use of the Property consistent with the Downtown Specific Plan and the goals articulated by the City Council upon its selection of Developer to negotiate for this Agreement;
Develop the Property in a timely and efficient manner; and, Construct the development of the Property consistent with any City entitlements and requirements for the project, including the Downtown Specific Plan.

M. The Developer desires to develop the Property with the following considerations:

Construct commercial buildings on approximately 12, 938 square feet of the Property;
Utilize architecture and design elements compatible with Blacksmith Square; Configure building walls for the commercial buildings adjacent to the Stockmen' s Park so that they are oriented toward Stockmen' s Park and designed to incorporate window and door openings so tenant spaces actively interface with Stockmen' s Park;
Identify shared facilities, if any, with the Science and Society Center that the Downtown Plan contemplates to the west of the Property on the Park Easement;
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226
d) ' Building Permit" shall mean an excavation, demolition, grading, foundation, or other building permit issued by the City in connection with the construction of the Improvements.
e) " CEQA" shall mean the California Environmental Quality Act ( California Public Resources Code Section 21000 et seq.), and its implementing guidelines. f) " Certificate of Occupancy" shall mean that certificate issued by the City to the Developer to allow occupancy ofthe Improvements.
g) " CFD" shall mean the community facility district created pursuant to the Mello -Roos Community Facilities Act of 1982.
h) " City" shall mean the City of Livermore,
i) " City Event of Default" shall mean any default by the City as more particularly described in Section 10. 2.
0) " City Fees" shall mean the estimated fees listed in Exhibit F, which fees are estimates only and will be finally determined at the issuance ofthe Building Permit. k) " Close of Escrow" shall have the meaning set forth in Section 3. 5. 1) " Compactor Facility" shall mean a trash facility to be located in close proximity to the L Street Parking Garage.
m) " Control" shall mean ( i) direct or indirect management or control of the managing member or members in the case of a limited liability company; ( ii) direct or indirect management or control of the managing general partner or general partners in the case of a partnership and ( iii) (a) boards of directors that overlap by fifty percent ( 50 %) or more of their directors, or ( b) direct or indirect control of a majority of the directors in the case of a corporation.
n) " Developer" shall mean Red Bear Property Management, Inc., or any transferee of the Developer in accordance with Section 8. 4. o) " Developer Event of Default" shall mean any default by the Developer as more particularly described in Section 10. 3, subject to any applicable notice and cure rights set forth therein.
p) " Effective Date" shall mean the date which is the later of (i) the date this Agreement is executed by the Developer and ( ii) the date this Agreement is approved and executed by the City, which later date of execution shall be written in the first paragraph of this Agreement by City.
q) " Entitlements" shall mean, collectively, zoning approvals, site plan review, design review, conditional use permit, and any other discretionary approvals required for 4 10/ 03/ 2018

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construction of the Improvements. For purposes of this Agreement, " Entitlements" do not include demolition, grading, building or other ministerial permits or approvals. r) " Escrow" shall mean the escrow opened with the Escrow Holder to close the transactions described in Article 3.
s) " Escrow Holder" shall mean escrow company approved by the City and Developer.
t) " Final Construction Drawings" shall mean final drawings for the construction of the Improvements used to obtain a Building Permit from the City for the construction of the Improvements.
u) " Grant Deed" shall mean the grant deed by which the City conveys its fee estate in the Property and Appurtenances to the Developer. A form ofthe Grant Deed is attached to this Agreement as Exhibit G.
v) " Hazardous Materials" shall mean:
1) Those substances included within the definitions of " hazardous substances ", " Hazardous Materials ", "toxic substances ", or " solid waste" in the Comprehensive Environmental Response Compensation and Liability Act of 1980 ( 42 U.S. C. §§ 9601 et seq.) CERCLA "), as amended by Superfund Amendments and Reauthorization Act of 1986 ( Pub. L. 99 -499 100 Stat. 1613) ( " SARA "), the Resource Conservation and Recovery Act of 1976 ( 42 U.S. C. § § 6901 et seq.) ( " RCRA "), and the Hazardous Materials Transportation Act, 49 U.S. C. 1801 et seq., and in the regulations promulgated pursuant to said laws, all as amended; 2) Those substances listed in the United States Department of Transportation Table ( 49 CFR 172. 101 and amendments thereto) or by the Environmental Protection Agency ( or any successor agency) as hazardous substances ( 40 CFR Part 302 and amendments thereto);
3) Any material, waste or substance which is ( A) petroleum, ( B) asbestos, ( C) polychlorinated biphenyls, ( D) designated as a " hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S. C. §§ 1251 et seq. ( 33 U.S. C. § § 1321) or listed pursuant to Section 307 of the Clean Water Act ( 33 U.S. C. §§ 1317); ( E) flammable explosives; or (F) radioactive materials;
4) Any toxic or hazardous waste, material or substance or any oil or pesticide listed in, covered by, or regulated pursuant to, any state or local law, ordinance, rule or regulation applicable to the Property, as heretofore or hereafter amended; and 5) Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.
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The term " Hazardous Materials" shall not include: construction materials, gardening materials, household products, office supply products or equipment, food service or preparation equipment or materials or janitorial supply products or equipment customarily used in the construction, maintenance, rehabilitation, use, occupancy or management of a commercial property , to the extent which the same are used and stored in accordance with all applicable environmental ordinances and regulations.
w) " Hazardous Materials Laws" shall mean environmental and health and safety laws, regulations, ordinances, administrative decisions, common law decisions ( whether federal, state, or local) with respect to Hazardous Materials, including those relating to soil and groundwater conditions.
x) " Improvements" shall mean collectively the buildings and related works described in Article 4 of this Agreement, and as further defined in the Scope of Development, Project Documents, Entitlements, Final Construction Drawings, and other related permits and approvals for the commercial uses contemplated by this Agreement for the Property' s development.
y) " Insurance Requirements" shall mean the insurance requirements for the Developer and its contractors and subcontractors contained in Exhibit H. z) " Memo of DDA" shall mean the memorandum of this Agreement, substantially in the form of Exhibit I.
aa) " Official Records" shall mean the Official Records of Alameda County. bb) " Parties" shall mean the City and the Developer.
cc) " Party" shall mean either the City or the Developer depending on the context.
dd) " Permitted Exceptions" shall mean the following exceptions to title with respect to the Property:
1) the lien of any non - delinquent property taxes and assessments; 2) the Park Easement and all other existing easements over, under and across the Property for ingress and egress and public utilities, which do not preclude Developer's intended use ofthe Property;
3) any incidental easements or other matters affecting title which do not preclude or materially impair Developer' s intended use of the Property; 4) applicable building and zoning laws and regulations; 5) the provisions of this Agreement;
6) other matters created by, through or under Developer; and 6 10/ 03/ 2018

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7) such other exceptions to title as may hereafter be mutually approved by the City and the Developer.
ee) " Person" or " Persons" shall mean any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust or other entity, private or public with the power and authority to act and conduct business on its own behalf. ff) " Pro Forma" shall mean the preliminary sources and uses for the development of the Project delivered by the Developer under separate confidential cover. gg) " Project" shall collectively mean ( i) the Property and ( ii) the Improvements.
hh) " Project Documents" shall mean the site plan, elevations and landscaping plans submitted by the Developer to enable the Developer to obtain the Entitlements for the Improvements, together with and all conditions of approval associated with the Entitlements. ii) " Property" shall mean the parcels described Draft Parcel Map for the Property to be created and recorded in the Official Records by the City for the Commercial Property depicted in the Park Easement located on the southwest corner of South Livermore Avenue and Railroad Avenue in downtown Livermore, as more particularly described in Exhibit E attached to this Agreement to be transferred from the City to the Developer. 0j) " Purchase Price" shall have the meaning set forth in Section 3. 2. kk) " Reciprocal Access Easement" shall mean a permanent easement agreement between the Developer and the City, as the same may be amended by agreement of the parties thereto, pursuant to which permanent easements are granted for access and encroachments between, by, and among the Property, the Park Easement, and the science center and blackbox theater contemplated for the Park Easement, for the construction, operation, repair and maintenance of utilities and utility lines (including sewers, water and gas pipes and systems, electrical power conduits, telephone conduits, lines and wires), storm drains and equipment, surface water runoff, landscaping, pedestrian access, and such other easements consistent with the Project Documents or as may be agreed upon by the Parties to implement the Downtown Plan and the uses contemplated by the Park Easement and the LSRA Agreement. 11) " Schedule of Performance" shall mean the summary schedule of actions to be taken by the Parties pursuant to this Agreement to achieve the disposition of the Property to the Developer and the construction ofthe Project, as the same or components of the same may be extended pursuant to this Agreement. The Schedule of Performance is attached to this Agreement as Exhibit J.
mm) " Scope of Development" shall mean the Improvements described in Article 4 for this Agreement, which includes the Scope of Development attached to this Agreement as Exhibit K, and the Downtown Specific plan Design Guidelines, as refined in the Project Documents for the Improvements.
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nn) " Security Financing Interests" shall have the meaning set forth in Section

9. 1.
oo) " Outside Date" shall mean the last date for the commencement of construction as more particularly described in the Schedule of Performance. pp) " Title Company" shall mean shall mean title company approved by the City and Developer.
qq) " Title Policy" has the meaning set forth in Section 2.M. rr) " Transaction Documents" shall mean, collectively, the Grant Deed, the Memo of DDA, final recorded parcel map for the Property, and the Reciprocal Access Easement. ss) " Transfer" shall mean a transfer of this Agreement or an interest in the Developer, as more particularly described in Section 8. 1.

Section 1. 2 Exhibits. The following exhibits are attached to and incorporated into this Agreement:

Exhibit A: Downtown Plan.

Exhibit B: Park Easement.

Exhibit C: LSRA Agreement.

Exhibit D: Commercial Property Plat Map and Legal Description.

Exhibit E: Draft Parcel Map for the Property
Exhibit F: City Fees.

Exhibit G: Grant Deed.

Exhibit H: Insurance Requirements.

Exhibit I: Memo of DDA.

Exhibit J: Schedule of Performance.

Exhibit K: Scope of Development
0 R TTrr 1~ 7

PREDISPOSITION REQUIREMENTS
Section 2. 1 City' s Conditions Precedent to Close of Escrow. As conditions precedent to the Close of Escrow for the Property, the predisposition conditions set forth in this Section 2. 1 must first be met by the times specified for such conditions in the Schedule of Performance ( as such times may be extended pursuant to Section 11. 4 or other provisions of this Agreement) or, 8 10/ 03/ 2018

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if no time is so specified, on or before the Close of Escrow. Satisfaction of these conditions depends on performance by the Developer. Only the City can waive satisfaction of the conditions in this Section 2. 1.
a) The Developer has provided the City with the preliminary development Pro Forma setting forth the Developer' s current estimate of sources and uses of funds for development of the Improvements. The Pro Forma is intended to serve as a guide for the review of the Developer' s financing commitments. The Pro Forma and the information contained therein are privileged documents of the Developer containing trade secrets, private personal information, and/ or the contents of real estate appraisals, engineering and/ or feasibility estimates, evaluations and other proprietary information. No later than the time specified in the Schedule of Performance, the Developer has submitted a true copy of each letter of interest or letter of intent, which may be binding or non - binding, from lenders, mortgage brokers and/ or equity partners to provide funds in the amounts necessary, together with the funds of Developer, to fully finance the projected costs of development of the Improvements. The City shall not make an exact copy of the Pro Forma, but may make such notes to record pertinent information from the Pro Forma to guide the City' s determinations relative to the adequacy of the Pro Forma, which notes shall likewise be treated as privileged to the extent the notes reflect the Developer' s private personal information, and/ or the contents of real estate appraisals, engineering and/ or feasibility estimates, evaluations and other proprietary information. The City shall return the original Pro Forma to the Developer upon the Developer' s request.
b) The Developer has obtained all Entitlements. The Developer has deposited an executed counterpart of the Reciprocal Access Easement with Escrow Holder. c) There is no existing, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Property or the Developer' s or the City' s ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Improvements. d) There shall exist no condition, event or act, which would constitute a Developer Event of Default or which, upon the giving of notice or the passage of time, or both, would constitute a Developer Event of Default.
e) Within the time specified in the Schedule of Performance, the Developer shall furnish to the City the type and amounts of insurance specified in Exhibit H. The City shall be named as additional insured on the policies specified therein. The Developer shall require that all worker compensation insurance policies carried by the general contractor and subcontractors working on the Improvements include a waiver of subrogation in favor of the City.
f) The Developer has deposited the Purchase Price into Escrow. g) The Developer has executed and recorded a deed restriction in favor of the City and burdening the property located at 39 South Livermore Avenue ( APN 097 - 0001 - 033) to require that 23 parking spaces on that property shall be open and available to the public. The 9 10/ 03/ 2018

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deed restriction shall provide that the 23 parking spaces shall be available for public use on a first come first served basis subject to the City' s regulations for off - street parking, and shall not be reserved or assigned to individual tenants or users. The deed restriction must be approved by the City and must include a clause stating that it cannot be altered without the City' s prior written consent.
h) A deed restriction is executed and recorded in favor ofthe City and burdening the Property, or a portion thereof, to require that upon development there shall be a public restroom facility on the Property that is open and available to the public between 10: 00 a. m. and dusk, every day of the week. The deed restrictions shall provide that the Developer or its successor shall be responsible, at its own cost and expense, for all aspects of constructing, owning, operating, maintaining and replacing the public restroom. The deed restriction must be approved by the City and must include a clause stating that it cannot be altered without the City' s prior written consent.

Section 2. 2 Developer' s Conditions Precedent to Close of Escrow. As conditions precedent to the Close of Escrow for the Property, the predisposition conditions set forth in this Section 2. 2 must first be met by the times specified for such conditions in the Schedule of Performance ( as such times may be extended pursuant to Section 11. 4 or other provisions ofthis Agreement) or, if no time is so specified, on or before the Close of Escrow. Satisfaction of these conditions in Section 2. 2( a) depends on performance by the City. Only the Developer can waive satisfaction of the conditions contained in this Section 2. 2. a) The City has prepared and recorded in the Official Records a parcel map for the Property that substantially conforms to the Draft Parcel Map for the Property, and that lies within the Commercial Property depicted in the Park Easement. b) The Developer has obtained all Entitlements.
c) The City has deposited an executed counterpart of the Reciprocal Access Easement with Escrow Holder.
d) There is no existing, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Property or the Developer' s or the City' s ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Improvements. e) There shall exist no condition, event or act which would constitute a City Event of Default or which, upon the giving of notice or the passage of time, or both, would constitute a City Event of Default.
f) The is irrevocably and unconditionally committed to issue to Developer the Title Policy, free and clear of all liens, and subject only to the Permitted Encumbrances, within thirty ( 30) days of Close of Escrow. As used in this Agreement, the term " Title Policy" shall mean an ALTA extended coverage owner's policy of title insurance in the amount of the Purchase Price insuring fee simple title to the Property, subject only to the Permitted Encumbrances.
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Section 2. 3 Access for Investigations. _ Prior to Close of Escrow, the City grants to the Developer and the Developer's agents the right to enter upon the Property for the exclusive purpose of conducting geotechnical and environmental studies and investigations. Such entry shall be made only during regular business hours and upon not less than five ( 5) business days' advance telephonic, email, or written facsimile notice to the City' s Community Development Director. Prior to exercise of the right of entry, the Developer shall provide the City with satisfactory evidence, in the form of a certificate of insurance, that the Developer' s agents who obtain access to the Property are insured under comprehensive general liability and automobile liability insurance policy or policies in a manner acceptable to the City in its reasonable discretion. The Developer shall indemnify and defend the City, and its elected officials, officers, directors, employees, contractors, consultants, attorneys, agents, and designated volunteers collectively the " Indemnified Parties ") against, and hold the Indemnified Parties and the Property harmless from and against, any and all costs, expenses ( including, without limitation, attorneys' fees), damages, claims, liabilities, liens ( including, without limitation, mechanics liens) encumbrances and charges to the extent such arise out of or are in any way directly related to any entry by the Developer or the Developer's agents upon the Property, but only to the extent such matters do not arise from the gross negligence or willful misconduct of the City or other Indemnified Party, from pre- existing conditions of the Property, or from Developer' s discovery of any information potentially having a negative impact on the Property. The foregoing obligation of the Developer shall survive the expiration or termination of this Agreement. The City shall cooperate with the Developer in obtaining, for the benefit of the Developer, reliance letters from the appropriate parties with respect to any third party reports or studies commissioned or obtained by the City with respect to the Property.

ARTICLE 3.

DISPOSITION OF THE PROPERTY
Section 3. 1 Purchase and Sale. Provided the predisposition requirements set forth in Article 2 and the additional closing conditions set forth in Section 3. 4 have been satisfied or waived, the City shall sell to the Developer, and the Developer shall purchase from the City, the Property pursuant to the terms, covenants, and conditions of this Agreement.

Section 3. 2 Purchase Price. The purchase price for the Property shall be Fifty Thousand Dollars ($ 50,000) to be paid by the Developer at the Close of Escrow (the " Purchase Price "). This purchase price reflects the cost of the Developer' s participation in the Community Facility Maintenance District for Downtown Core Improvements, the cost of providing and maintaining a restroom facility for public use, the restrictions in design requiring the building improvements to front onto and activate Stockmen' s Park, and the standards established by the Schedule of Performance.

Section 3. 3 Opening Escrow; Costs of Escrow. To accomplish the transfer and conveyance of the Property from the City to the Developer, by the date specified in the Schedule of Performance, the Parties shall establish an escrow and execute and deliver to the Escrow Holder written instructions that are consistent with this Agreement. The City shall pay or cause to be paid (i) one half (1/ 2) of any escrow fee charged by the Escrow Holder and ( ii) any and all City and County real estate documentary transfer taxes. The Developer shall pay ( a) one half 1/ 2) of any escrow fee charged by the Escrow Holder, (b) all costs of the Title Policy ( and any 11 10/ 03/ 2018

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endorsements) issued based thereon, and ( c) any recording fees. Each Party shall be responsible for the payment of its own attorney's fees, copying expenses and other costs incurred in connection with the negotiation of this Agreement and the consummation of the transaction contemplated hereunder. Any other closing costs and all prorations ( if any) shall be split and accounted for as customary in Alameda County, California, for commercial real estate transactions.

Section 3. 4 Closing and Closing Deliverables. Subject to the satisfaction or waiver of the closing conditions to, and the predisposition requirements for, the Close of Escrow set forth in Section 2. 1 and Section 2. 2, the Close of Escrow shall occur and the City shall convey, and the Developer shall accept conveyance of, fee simple title to the Property and Appurtenances pursuant to the Grant Deed. At or before Close of Escrow, the City and the Developer, as applicable, shall deliver to the Title Company and Escrow Holder the following:
a) The Developer shall deposit: ( i) the Purchase Price, ( ii) originals of each of the Transaction Documents executed and acknowledged ( as applicable) by the Developer, and iii) any other documents that may be reasonably requested by the Escrow Holder and the Title Company and that are customarily delivered in connection with the closing of real estate transactions in Alameda County, and any other documents that may be necessary in order to consummate the transactions contemplated under this Agreement. b) The City shall deposit: ( i) originals of each of the Transaction Documents executed and acknowledged ( as applicable), ( ii) a FIRPTA Certificate, and ( iii) any other documents that may be reasonably requested by the Escrow Holder and the Title Company and that are customarily delivered in connection with the closing of real estate transactions in Alameda County, and any other documents that may be necessary in order to consummate the transactions contemplated under this Agreement.

Section 3. 5 Close of Escrow. Subject to the satisfaction or waiver of the closing conditions to, and the predisposition requirements for, the Close of Escrow set forth in Section

2. 1 and Section 2. 2 and provided that all of the documents and other items set forth in Section 3_4 have been deposited with Escrow Holder, Escrow Holder shall do all of the following:
a) Complete all blank spaces, if any, in the Transaction Documents, including the effective dates thereof,
b) Attach to all applicable Transaction Documents final and accurate legal descriptions consistent with the Title Policy;
c) Deliver copies of fully executed originals ofthe Transaction Documents to the appropriate parties, including certified copies of the recordable Transaction Documents showing recording information; and
d) Cause to be recorded or distributed ( as more particularly described below) the following documents:
1) Record in the Official Records the Grant Deed conveying the Property to the Developer;
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2) Record in the Official Records the Memo of DDA;
3) Record in the Official Records the Reciprocal Access Easement; 4) File any informational reports required by Internal Revenue Code Section 6045( e), as amended, and any other applicable requirements; 5) Deliver the FIRPTA Certificate, if any, to the Developer; 6) Forward to both the Developer and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited with Escrow Holder, with such recording and filing date and information endorsed thereon to the extent applicable;
7) Issue the Title Policy to Developer or irrevocably and unconditionally commit to issue the Title Policy to the Developer within thirty ( 30) days of Close of Escrow; and
8) Distribute or record such other documents as may be specified in the Parties' escrow instructions, if any.

The date on which the Escrow Holder completes the recordation of all of the recordable documents listed in this Section 3. 5 shall be the " Close of Escrow." Section 3. 6 Additional Escrow Instructions. The Parties shall execute such further or additional escrow instructions as Escrow Holder may require or that any such Party desires.

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

Section 3. 7 Condition of the Property.
a) " As Is" Conveyance.
1) THE DEVELOPER SPECIFICALLY ACKNOWLEDGES
AND AGREES THAT THE CITY IS CONVEYING THE PROPERTY ON AN " AS IS WITH ALL FAULTS" BASIS AND THAT THE DEVELOPER IS NOT RELYING ON

ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) EXPRESS OR

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

ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY ( INCLUDING,

WITHOUT LIMITATION, TOPOGRAPHY, CLIMATE, AIR, WATER RIGHTS,

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

QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS,

GEOLOGY AND GROUNDWATER, ( C) THE EXISTENCE, QUALITY, NATURE, 13 10/ 03/ 2018

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ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE

PROPERTY, ( D) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE

PROPERTY' S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS,

SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY OR ANY

PARTICULAR PURPOSE, ( E) THE ZONING OR OTHER LEGAL STATUS OF THE

PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE

OF THE PROPERTY, ( F) THE COMPLIANCE OF THE PROPERTY OR THEIR

OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS,

STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF

ANY GOVERNMENTAL OR QUASI - GOVERNMENTAL ENTITY OR OF ANY

OTHER PERSON OR ENTITY, (G) THE PRESENCE OR ABSENCE OF HAZARDOUS

MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR

NEIGHBORING PROPERTY, AND ( H) THE CONDITION OF TITLE TO THE PROPERTY. THE DEVELOPER AFFIRMS THAT THE DEVELOPER HAS NOT

RELIED ON THE SKILL OR JUDGMENT OF THE CITY OR ANY OF ITS ELECTED

OFFICIALS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS,

CONSULTANTS, ATTORNEYS, AGENTS, OR DESIGNATED VOLUNTEERS TO

SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND

THAT THE CITY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE DEVELOPER ACKNOWLEDGES THAT IT SHALL

USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS

TO THE SCOPE AND BREADTH OF ITS DUE DILIGENCE INVESTIGATION

WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY AND SHALL RELY

UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL,

ECONOMIC AND LEGAL CONDITION OF THE PROPERTY ( INCLUDING,

WITHOUT LIMITATION, WHETHER THE PROPERTY IS LOCATED IN ANY AREA

WHICH IS DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE

INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE,

HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY). THE DEVELOPER UNDERTAKES AND ASSUMES

ALL RISKS ASSOCIATED WITH ALL MATTERS PERTAINING TO THE

PROPERTY' S LOCATION IN ANY AREA DESIGNATED AS A SPECIAL FLOOD

HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT

ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY.
2) Developer' s Release of City. Except with respect to the obligations of the City under this Agreement, and the Transaction Documents, the Developer, on behalf of itself and anyone claiming by, through or under the Developer hereby waives its right to recover from and fully and irrevocably releases the City, and its elected officials, officers, directors, employees, contractors, consultants, attorneys, agents, and designated volunteers ( the " Released Parties ") from any and all claims, responsibility and /or liability that the Developer may have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to ( i) the condition ( including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or their suitability for any purpose whatsoever, ( ii) any 14 10/ 03/ 2018

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presence of Hazardous Materials, and ( iii) any information furnished by the Released Parties under or in connection with this Agreement.
3) Scope of Release. The release set forth in Section 3. 7( a)( 2) hereof includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the Developer, would materially affect the Developer' s release of the Released Parties. The Developer specifically waives the provision of any statute or principle of law that provides otherwise. In this connection and to the extent permitted by law, the Developer agrees, represents and warrants that the Developer realizes and acknowledges that factual matters now unknown to the Developer may have given or may hereafter give rise to such causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Developer nevertheless hereby intends to release, discharge and acquit the City from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Accordingly, the Developer, on behalf of itself and anyone claiming by, through or under the Developer, hereby assumes the above - mentioned risks and hereby expressly waives any right the Developer and anyone claiming by, through or under the Developer, may have under Section 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Developer' s Initials:
4) Exception for Known Contamination. Notwithstanding the foregoing, the City does acknowledge the potential existence of contamination. The City agrees, subject to the cost limitations further described in this subsection 3. 7( a)( 4), to provide on -site hazardous materials cleanup and remediation sufficient to allow the Improvements to be developed on the Property, but any additional remediation for a basement use on the Property shall be the Developer' s responsibility subject to the terms and conditions of this section 3. 7. In the event remediation cannot occur prior to close of escrow, the Developer agrees to allow the City to access the Property to perform the remediation of the contamination, which access includes and allows the City to install, monitor, and maintain remediation equipment. b) Survival. The provisions of this section shall survive the termination of this Agreement.

Section 3. 8 Real Estate Commissions. The City shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement. The Developer represents that it has not obtained or engaged the services of a real estate broker in this transaction. If a real estate commission is claimed through either Party in connection with the transaction contemplated by this Agreement, then the Party through whom the commission is claimed shall 15 10/ 03/ 2018

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indemnify, defend and hold the other Party harmless from any liability related to such commission. The provisions of this Section shall survive termination of this Agreement.

Section 3. 9 Challenge to this Agreement or the Entitlements. In the event a claim is filed in a court of competent jurisdiction regarding the validity of this Agreement or to the City' s action in issuing the Entitlements for the Improvements, which claim proves successful, or in the event a referendum is initiated with respect to the validity of this Agreement or to the City' s action in issuing the Entitlements for the Improvements, which referendum proves successful, upon sixty (60) days prior written notice the Developer may elect to not proceed with the Project.

If Developer elects not to proceed with the Project pursuant to the preceding sentence, promptly following delivery of such written notice Developer will convey the Property to the City and the City will reacquire the Property and acquire the Developer' s interest in Project related work product by paying the Purchase Price. Upon the required payment by the City, the Developer will assign its interest in the plans and specifications for the Improvements and all engineering and architect contracts to the City, without representation or warranty.

Section 3. 10 Parcel Map for Property. Prior to the Property' s disposition, the City shall prepare and record in the Official Records a parcel map for the Property that substantially conforms to the Draft Parcel Map for the Property, and that lies within the Commercial Property areas depicted in the Park Easement. The parcel map shall divide the Property into two parcels, each of which shall fit within the corresponding Commercial Property areas depicted in the Park Easement and be limited by the buildable footprints specified in the Park Easement. However, in the event Developer elects to merge one or more ofthe Property parcels with its adjacent property commonly known as Blacksmith Square, the City shall coordinate with the Developer to prepare an appropriate parcel map and to ensure those portions of the merged parcel that are within the Park Easement continue to lie within the Commercial Property areas depicted in the Park Easement.

ARTICLE 4.

IMPROVEMENTS AND DESIGN REQUIREMENTS
Section 4. 1 Improvements. Within the time specified in the Schedule of Performance, the Developer shall construct commercial buildings on approximately 12, 938 square feet of the Property, utilizing architecture and design elements compatible with Blacksmith Square, and configuring the building walls adjacent to the Stockmen' s Park so that they are oriented toward Stockmen' s Park and designed to incorporate window and door openings so tenant spaces actively interface with Stockmen' s Park, as more specifically described in the Scope of Development, attached as Exhibit K to this Agreement and the City' s Downtown Specific Plan Design Guidelines.

Section 4. 2 Design in Conformance with Project Documents. In designing and constructing the Improvements, the Developer shall cause all subsequent design documents prepared by the Developer to be substantially consistent with the Scope ofDevelopment and City Design Guidelines attached as Exhibit K, and the Project Documents. In addition, the Project design shall include the provision of restroom facilities, which shall be open and available to the public. The restroom may be part of a tenant space or a stand -alone facility, but restroom users will not be required to be customers or tenants. The Scope of Development, City Design 16 10/ 03/ 2018

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Guidelines, and the Project Documents shall establish the baseline design standards from which the Developer shall prepare the Final Construction Drawings.

Section 4. 3 Additional Permits and Approvals. Within the time specified in the Schedule of Performance ( as such times may be extended pursuant to Section 11. 4 or by mutual agreement of the Parties or by other provisions of this Agreement), Developer shall obtain all Entitlements, permits, and approvals necessary to construct the Improvements. All applications for such Entitlement, permits, and approvals shall be consistent with the approved Project Documents. The Developer acknowledges that execution of this Agreement by the City does not constitute approval by the City of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation, and approval process. The City shall provide reasonable assistance to the Developer in securing such permits and approvals.

Section 4.4 City Review. The Developer shall be solely responsible for all aspects of the Developer' s conduct in connection with the Improvements, including, but not limited to, the design of the Improvements, the quality and suitability of the Project Documents related to the Improvements, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the City with reference to the Project is solely for the purpose of determining whether the Developer is properly discharging its obligations to the City under this Agreement, and should not be relied upon by the Developer or by any third parties as a warranty or representation by the City as to the quality of the design or construction of the Improvements.

Section 4. 5 Basic Concept Drawings. Before filing an application for Entitlements for the Improvements, and within the time set forth in the Schedule of Performance, the Developer shall submit or cause to be submitted to the City, for the City' s review and approval as property owner transferring the Commercial Property to the Developer, and not in the City' s exercise of its municipal regulatory authority, basic concept drawings and related documents containing the overall plan for development of the Improvements, including the proposed architecture and site planning for the Improvements. The basic concept drawings shall conform to the Scope of Development and City Design Guidelines. The City shall approve or disapprove the Basic Concept Drawings from Developer within 45 days or else it shall be deemed approved by the City. City shall endeavor to approve and provide to Developer written comments with as much detail as practicable on the basic concept drawings within the time established in the Schedule of Performance. Any disapproval of the basic concept drawings shall state in writing the reasons for disapproval. If the basic concept drawings are not approved by City, Developer shall revise such plans, drawings and related documents and resubmit them to City as soon as commercially reasonable after receipt of the notice of disapproval, provided that in no case shall Developer be required to make changes that are inconsistent with this Agreement and any previously approved items.

ARTICLE 5.

PRECONDITIONS TO COMMENCEMENT OF CONSTRUCTION
Section 5. 1 Approvals. All applicable Entitlements, permits, and approvals necessary to construct the Improvements have been obtained.
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Section 5. 2 Ci1y Fees. All applicable City Fees have been paid. A portion of required fees totaling $ 185, 000 shall be paid at the issuance of a building permit for the Improvements.

The remainder of applicable fees shall be paid either at the grand opening of Stockmen' s Park, or at building permit issuance, whichever is later. For the Improvements, the Developer shall be entitled to $ 300, 000 in total fee credits for utility connections and other impact fees from the previous commercial use of the Property. The Improvements shall be further eligible for an additional $ 50, 000 in fee credits recognizing the costs associated with the construction costs and fees associated with the provision of restroom facilities which are available to the public. Finally, the Improvements will be eligible for credit for $ 468, 800 in parking in -lieu fee credits, recognizing a further portion of the project' s contribution to publicly available restroom facilities, credit for City provision of eight new surface parking in the vicinity of the property, and the Developer' s deed restriction at 39 South Livermore Avenue. Section 5. 3 Execution and Recordation of Reciprocal Access Easement. As a condition to commencement of construction of the Project, the Reciprocal Access Easement shall have been agreed to by all applicable parties, and executed, acknowledged ( as applicable) and delivered by all applicable parties, and recorded ( as applicable) in the Official Records. The City and Developer shall, as of the date or dates set forth in the Schedule of Performance, cooperate in good faith to agree upon, execute, acknowledge ( as applicable), deliver, and record ( as applicable).

Section 5. 4 Building Permits. Building Permits to enable the Project to be constructed have been issued by the City or are ready to issue.

Section 5. 5 Updates to Title Policy. It is anticipated that, prior to commencing construction of the Project, Developer will obtain updates to the Title Policy necessary to reflect Security Financing Instruments and other encumbrances contemplated by this Agreement, placed in connection with the construction of the Improvements. The City shall cooperate with Developer in connection with such updates to the Title Policy and any such title policies for Encumbrance Holders, including, without limitation, delivering such documents as may be reasonably requested by the Title Company with respect to the same.

Section 5. 6 Insurance. The Developer shall furnish to the City evidence of the type and amounts of insurance specified in Exhibit H. The City shall be named as additional insured on the commercial general liability policies specified therein.

ARTICLE 6.

CONSTRUCTION OF THE IMPROVEMENTS
Section 6. 1 Commencement of Construction. The Developer shall commence construction of the Improvements within the time set forth in the Schedule of Performance.

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

Section 6. 2 Completion of Construction. The Developer shall diligently prosecute to completion the construction of the Improvements, and shall complete construction of the Improvements within the time set forth in the Schedule of Performance. The Developer shall be 18 10/ 03/ 2018

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solely responsible for the construction of the Improvements by the time set forth for such completion in the Schedule of Performance, including all costs of design and construction.

Section 6. 3 Construction Pursuant to Scope of Development and Project Documents. a) The Developer shall construct the Improvements in accordance with the Scope of Development, the Project Documents, the approved Final Construction Drawings, and the terms and conditions of all City and other governmental approvals. b) The Developer shall submit or cause to be submitted for the City' s approval as property owner transferring the Property to the Developer, and not in the City' s regulatory capacity, any proposed change in the Final Construction Drawings which materially changes the size, location, or elevations of the Improvements, including the landscape and /or hardscape, or signage of the Improvements, or which materially changes the quality or appearance of the exterior materials of the Improvements, or which would require an amendment to any Entitlements prior to making such change. The City shall reasonably approve or disapprove a proposed material change within fifteen ( 15) days after receipt by the City. Failure to approve or disapprove within fifteen ( 15) days shall be deemed to be disapproval of such change. If the City rejects the proposed material change and upon the Developer' s request, the City shall provide the Developer with the specific reasons therefor, and the approved Final Construction Drawings shall continue to control.
c) No change which is required for compliance with building codes, government health and safety regulations or other applicable laws or regulations, or to comply with changes or corrections required of the Developer in the plan check process shall be deemed material. However, the Developer must submit to the City any change that is required for such compliance within ten ( 10) days after making such change, and such change shall become a part ofthe approved Final Construction Drawings, binding on the Developer.

Section 6. 4 Mechanics' Liens. The Developer shall indemnify the City and hold the City harmless against and defend the City in any proceeding related to any mechanic' s lien, stop notice or other claim brought by a subcontractor, laborer or material supplier who alleges having supplied labor or materials in the course of the construction of the Improvements by the Developer. This indemnity obligation shall survive the issuance of a Certificate of Occupancy by the City and the termination of this Agreement.

Section 6. 5 Compliance with Applicable Law. The Developer shall cause all work performed in connection with construction of the Improvements to be performed in compliance with ( a) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter, and ( b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible for the procurement and maintenance thereof, as may be required of the Developer and all entities engaged in the work of constructing the Improvements. 19 10/ 03/ 2018

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Section 6. 6 Progress Reports. Until a Certificate of Occupancy has been issued by the City, the Developer shall provide the City with periodic progress reports, as reasonably requested by the City ( but not more than once every calendar month), regarding the status of the construction of the Improvements. Such report shall consist of an executive summary of the work to date, including, but not limited to, the causes for any delays and the work that is anticipated for the following month, a reasonable number of construction photographs taken since the last report submitted to the City, and shall be in form reasonably acceptable to the City.

Section 6. 7 Entry by Ci1_y. Until a Certificate of Occupancy has been issued by the City, the Developer shall permit the City, upon reasonable prior notice, through its officers, agents, or employees, to enter the Property during normal business hours to inspect the work of construction to determine that such work is in substantial conformity with the Scope of Development, the Project Documents, and the approved Final Construction Drawings or to inspect the Property for compliance with this Agreement. The City is under no obligation to ( a) supervise construction, ( b) inspect the Property, or ( c) inform the Developer of information obtained by the City during any inspection. The Developer shall not rely upon the City for any supervision or inspection. The rights granted to the City pursuant to this Section 6. 7 are in addition to any rights of entry and inspection the City may have in the exercising of its municipal regulatory authority.

Section 6. 8 Non - Discrimination During Construction; Equal Opportunity. The Developer ( for purposes of this Section 6. 8, the term " Developer" shall include Developer' s contractors), for itself, its successors and assigns, and transferees agrees that in the construction of the Project provided for in this Agreement:
a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, disability, actual and perceived, medical condition, age, marital status, sex, sexual orientation, Acquired Immune Deficiency Syndrome ( AIDS), actual or perceived, or retaliation for having filed a discrimination complaint ( " Nondiscrimination Factors "). The Developer will take affirmative steps to ensure that applicants are employed by the Developer or its applicable contractor, and that its employees are treated without regard to the Nondiscrimination Factors during employment including, but not limited to, activities o£ upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer or its applicable contractor shall post in conspicuous places, available to its employees and applicants for employment, the applicable nondiscrimination clause set forth herein.
b) The Developer will ensure that its or its applicable contractor' s solicitations or advertisements for employment are in compliance with the aforementioned nondiscrimination factors.

Section 6. 9 Insurance Requirements. Developer, its contractors, subcontractors and/ or agents shall furnish or cause to be furnished to the City duplicate originals ofthe insurance policies or other written evidence of binding coverage, complete with additional insured and loss payee endorsements, as applicable pursuant to Exhibit Q. 20 10/ 03/ 2018

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Section 6. 10 Certificate of Occupancyl Upon the Developer' s completion of construction for that portion of the Improvements to be constructed on particular parcel of the Property, the City shall issue the Developer a Certificate of Occupancy for that improvement on the corresponding parcel of the Property. Once the Developer receives Certificates of Occupancy from the City for each of the Improvements to be constructed on a particular parcel of the Property, then that parcel will no longer be subject to the Security Financing Interests more particularly described in Article 9, except for the provisions in that Article 9 that continue through and beyond the completion of the construction or otherwise survive as provided for in this Agreement.

ARTICLE 7.

OBLIGATIONS WHICH CONTINUE THROUGH

AND BEYOND THE COMPLETION OF CONSTRUCTION
Section 7. 1 Commercial Use. The Developer covenants to use the Property only for the development and operation of commercial uses authorized by the Downtown Specific plan for a term of not less than thirty (30) years following the date ofthe issuance of the Certificate of Occupancy without the prior written approval of the City, which shall not be unreasonably withheld or delayed.

Section 7. 2 Community Facility Maintenance District for Downtown Core Improvements. The Developer agrees to participate in a maintenance district or districts created to fund the maintenance of Stockman' s Park and other designated downtown public facilities Downtown Core Maintenance District "). The Downtown Core Maintenance District and assessment shall be placed onto the Property no earlier than one ( 1) year following the issuance of the Certificate of Occupancy, and shall be placed on the annual tax bill of the Property in the approximate initial amount not to exceed $ 22, 000 and increasing annually thereafter at the percent year- over -year change in the Consumer Price Index For All Urban Consumers — San Francisco Area plus one percent ( 1 %). The assessment for the Downtown Core Maintenance District shall be apportioned to each parcel of the Property as provided for in the methodology for the district' s assessment.

Section 7. 3 Maintenance. The Developer hereby agrees that, after the Close of Escrow and prior to completion of construction of the Improvements, the Improvements shall be maintained in a neat and orderly condition and in accordance with industry health and safety standards, and that, once the Improvements are completed they shall be maintained in accordance with industry standards as to both external and internal appearance of the buildings, and common areas. At all times, the Developer shall maintain or cause to be maintained the Improvements in good repair and working order, and in a neat, clean and orderly condition, including the walkways and landscaping, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, and replacements. In the event that there arises a condition in contravention of the above maintenance standard, then the City shall notify the Developer in writing of such condition, giving the Developer thirty (30) days from receipt of such notice to commence and thereafter diligently to proceed to cure said condition. In the event the Developer fails to cure or commence to cure the condition within the time allowed, the City shall have the right to perform all acts necessary to cure such a condition. The City shall receive 21 10/ 03/ 2018

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from the Developer the City' s reasonable cost in taking such action and shall provide reasonable evidence of such costs to the Developer.

Section 7. 4 Developer To Indemnify City.
a) The Developer shall indemnify, defend ( with counsel approved by the City) and hold harmless the City, and its elected officials, officers, directors, employees, contractors, consultants, attorneys, agents, and designated volunteers ( collectively, the Indemnitees ") from and against any and all liabilities, losses, costs, expenses ( including without limitation attorneys' fees and costs of litigation), claims, demands, actions, suits, causes of action, writs, judicial or administrative proceedings, penalties, deficiencies, fines, orders, judgments and damages ( all of the foregoing collectively " Claims ") which in any manner, directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, result from, or relate to: ( i) approval of this Agreement and /or the Improvements; ( ii) performance of this Agreement on the part of the Developer or any contractor or subcontractor of Developer; and/ or ( iii) the development, operation, maintenance or management of the Improvements, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that the City does not and shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by the City, or Developer' s deposit with the City of any of the insurance policies described in this Agreement.
b) The Developer shall pay immediately upon the Indemnitees' demand any amounts owing under this indemnity. The duty of Developer to indemnify includes the duty to defend the Indemnitees or, at the Indemnitees' choosing, to pay the Indemnitees' costs of its defense in any court action, administrative action, or other proceeding brought by any third party arising from the Improvements. The Indemnitees shall have reasonable approval rights regarding decisions with respect to their representation in any legal proceeding, including, but not limited to, the selection of attomey( s). Developer' s obligations set forth in this Section shall survive the issuance of the Certificate of Occupancy by the City, and termination of this Agreement. Notwithstanding the foregoing, Developer' s indemnification obligations set forth in this Section 7.4 shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees, or any Claims arising from the activities of any Indemnitee on the Property, or any Claims arising from the breach by the City of any of its obligations under this Agreement or the Transaction Documents.

Section 7. 5 Hazardous Materials.
a) Certain Covenants and Agreements. Following possession of the Property, the Developer hereby covenants and agrees that:
1) The Developer shall not knowingly permit the Property or Improvements, or any portion thereof, to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Property in violation of any applicable law;
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2) The Developer shall keep and maintain the Property and Improvements, and each portion thereof, in compliance with, and shall not cause or permit the Property or Improvements, or any portion thereof, to be in violation of, any Hazardous Materials Laws;
3) Upon receiving actual knowledge of the same the Developer shall within ten ( 10) days advise the City in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Property or Improvements pursuant to any applicable Hazardous Materials Laws; ( B) any and all claims made or threatened by any third parry against the Developer or the Property or Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials ( the matters set forth in the foregoing clause ( A) and this clause ( B) are hereinafter referred to as " Hazardous Materials Claims "); ( C) the presence of any Hazardous Materials in, on or under the Property in such quantities which require reporting to a government agency; or ( D) the Developer' s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property or Improvements or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property or Improvements under any Hazardous Materials Laws. b) Indemnity. Without limiting the generality of the indemnification set forth in Section 7. 4, the Developer hereby agrees to indemnify, protect, hold harmless and defend ( by counsel reasonably satisfactory to the City) the City, and its elected officials, officers, directors, employees, contractors, consultants, attorneys, agents, and designated volunteers from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorney' s fees and expenses), arising directly or indirectly, in whole or in part, out of: ( 1) the failure of the Developer, its agents, employees, or contractors to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Property or Improvements at any time following the Close of Escrow; ( 2) the presence in, on or under the Property or Improvements of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Property; or ( 3) any activity carried on or undertaken on or off the Property of Improvements, subsequent to the Close of Escrow, and whether by the Developer or any employees, agents, contractors or subcontractors ofthe Developer at any time occupying or present on the Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Property collectively " Indemnification Claims "). The foregoing indemnity shall further apply to any residual contamination on or under the Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. Notwithstanding the foregoing, Developer's indemnity under this Section 7. 5( b) shall not apply to any Claims to the extent arising solely from the gross negligence or willful misconduct of any of the City, its board members, officers, employees, or 23 10/ 03/ 2018

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contractors. Developer' s obligations set forth in this Section shall survive the issuance of the Certificate of Occupancy by the City, and termination ofthis Agreement. c) No Limitation. The Developer hereby acknowledges and agrees that the Developer' s duties, obligations and liabilities under this Agreement, including, without limitation, under Section 7. 5( b) above, are in no way limited or otherwise affected by any information the City may have concerning the Project and /or the presence within the Project of any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations.

Section 7. 6 No Liability for Breaches of Security. The foregoing and anything to the contrary contained in this Agreement notwithstanding, the City and Developer shall have no liability to the other Party, or any obligation to indemnify the other Party for any third party claims, for any injury to person or property caused by the acts of third persons in connection with any alleged breach of or failure to provide reasonable security, including criminal acts or other losses, nor shall this Agreement establish any duty owed in tort to, or standard of care in tort as to, either Party or any third party.

Section 7. 7 Non - Discrimination.
a) The Developer covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or persons on any basis listed in subdivision ( a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955. 2 of the Government Code. All deeds, leases, or contracts for the sale, lease, sublease, or other transfer of the Property shall contain or be subject to the nondiscrimination or non - segregation clauses hereafter prescribed.
b) Notwithstanding subdivision ( a), with respect to familial status, subdivision (a) shall not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code. With respect to familial status, nothing in subdivision ( a) shall be construed to affect Sections 51. 2, 51. 3, 51. 4, 51. 10, 51. 11, and 799. 5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions ( n), ( o), and ( p) of Section 12955 of the Government Code shall apply to subdivision ( a).
c) Developer' s obligations set forth in this Section shall survive the issuance ofthe Certificate of Occupancy by the City, and termination of this Agreement.

Section 7. 8 CFD Assessment. Nothing is this Agreement is intended to prevent the Developer from passing- through all or a portion of any CFD assessment applicable to the tenants occupying the Improvements.

Section 7. 9 Survival. The provisions of this section shall survive the termination of this Agreement.
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ARTICLE 8.

ASSIGNMENT AND TRANSFERS
Section 8. 1 Definitions. As used in this Article 8, the term " Transfer" shall mean:
a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode of form, of or with respect to this Agreement, or of the Property, or any part thereof or any interest therein or of the Improvements constructed thereon, or any contract or agreement to do any of the same; or
b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to more than a fifty percent ( 50 %) ownership interest in the Developer, or any contract or agreement to do any of the same.

Section 8. 2 Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Improvements on the Property and their subsequent use in accordance with the terms of this Agreement. The qualifications and identity ofthe Developer are of particular concern to the City, in view ofa) The importance of the redevelopment of the Property to the general welfare of the community; and
b) The fact that a Transfer as defined in Section 8. 1 above is for practical purposes a transfer or disposition of the Property.

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

Section 8. 3 Prohibited Transfers. The limitations on Transfers set forth in this Article 8 shall apply from the Effective Date of this Agreement until the issuance of a Certificate of Occupancy by the City as more particularly described in Section 6. 10. Except as expressly permitted in this Agreement, the Developer represents and agrees that the Developer has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law, without the prior approval of the City, which shall not be unreasonably withheld, conditioned, or delayed. Any Transfer made in contravention of this Section 8. 3 shall be void and shall be deemed to be a default under this Agreement, whether or not the Developer knew of or participated in such Transfer.

Section 8. 4 Permitted Transfers. Notwithstanding the provisions of Section 8. 3, the following Transfers shall be permitted ( subject to satisfaction of the conditions of Section 8. 5), so long as such Transfer is permitted under, and accomplished in accordance with this Agreement:
a) Any Transfer creating a Security Financing Interest ( defined in Section 9_1).
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b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest.
c) Any Transfer resulting directly from the death or mental incapacity of an individual.
d) The conveyance or dedication of a portion of the Property to any public entity, including a public utility, required to allow for the development of the Project. e) The granting of temporary or permanent easements or permits to facilitate development of the Project.
f) A Transfer to an Affiliate of Developer.
g) Any Transfer contemplated by or permitted pursuant to any other provision of this Agreement,
h) The lease of any space within the Improvements to a third party. i) Any Transfer resulting in up to ninety percent ( 90 %) in the aggregate of the direct or indirect ownership or beneficial interests in Developer, provided that, following such Transfer, Red Bear Property Management, Inc. ( or any Affiliate of such entity, " Red Bear ") remains in Control of Developer.
0) A Transfer otherwise approved by the City.

As a condition of the City approval of a Transfer described in Section 8. 4( f) and Section

8. 4 above, the transferee must concurrently assume the obligations of the Developer under this Agreement. As a condition of the City' s approval of a Transfer described in Section 8. 4( f) above, the City must review and approve the transferee' s organizational documents for the purposes of determining that such transferee is an Affiliate of the Developer. As a condition of the City' s approval of a Transfer described in Section 8. 4( 1) above, the City must review and approve Developer' s organizational documents for the purposes of determining that Red Bear remains in Control.

Section 8. 5 Effectuation of Permitted Transfers.
a) Other than as permitted in Section 8. 4, no Transfer of a direct interest in this Agreement shall be permitted unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an agreement reasonably satisfactory to the City and in form recordable among the land records, expressly agrees to perform and observe, from and after the date of the Transfer, the obligations, terms and conditions of this Agreement; provided, however, that no such transferee shall be liable for the failure of its predecessor to perform any such obligation. The City shall grant or deny approval of a proposed Transfer within sixty ( 60) days of receipt by the City of the Developer' s request for approval of a Transfer, which request shall include evidence of the proposed transferee's business expertise and financial capacity. Subject to the provisions of Section 11. 5 of this Agreement, failure by the City to approve or disapprove 26 10/ 03/ 2018

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the proposed Transfer within sixty ( 60) days after receipt of the Developer' s written request shall be deemed to be approval of the proposed Transfer by the City. b) Any assignment of rights and/ or delegation of obligations under this Agreement in connection with a Transfer of a direct interest in this Agreement ( whether or not the City approval is required) shall be in writing executed by Developer and the assignee or transferee, which written agreement shall name the City as an express third party beneficiary with respect to such agreement ( the " Assumption Agreement ") with a copy thereof delivered to the City within thirty (30) days after the effective date thereof. Upon Transfer of a direct interest in this Agreement pursuant to an Assumption Agreement, the assignor shall be relieved of liability with respect to any such obligations relating to the Project accruing from and after the date of such assignment or Transfer. Notwithstanding the foregoing, unless such assignee specifically assumes pursuant to the Assumption Agreement the obligations under this Agreement to indemnify the City with respect to the Property and Improvements, the assignor will retain such obligations and remain jointly and severally liable for such indemnity obligations with such assignee; however, in the event of such an assumption of the indemnification obligation, Developer shall be released from all liability under such indemnity obligations.

ARTICLE 9.

SECURITY FINANCING AND RIGHTS OF HOLDERS
Section 9. 1 Encumbrances. Mortgages, deeds of trust, assignment of rents and security agreements, and other real and personal property security instruments to secure the funds necessary for acquisition of the Property, or the construction and permanent financing of the Property or Improvements, and any other expenditures incurred in connection with the design, construction and operation of the Property or Improvements, are permitted to be placed upon the Property or any personal property thereon or therein or the limited liability company interests in Developer. Such permitted security instruments and related interests shall be referred to as " Security Financing Interests ". The Developer shall promptly notify the City of any Security Financing Interest that has been or will be created or attached to Developer' s fee simple interest in the Property or the limited liability company interests in Developer. The foregoing notwithstanding, until the Developer is entitled to issuance of a Certificate of Occupancy as more particularly described in Section 6. 10, the Developer may place Security Financing Interests only for the purpose of securing acquisition of the fee interest and for development, construction and permanent financing. As used herein: ( a) " Encumbrance Holder" shall mean the holder of record of any Security Financing Interest; ( b) " Foreclosure Transfer" shall mean any transfer of all or a portion of the Property or of any associated personal property or limited liability company interests in Developer pursuant to any judicial or nonjudicial foreclosure or other enforcement of remedies under or with respect to a Security Financing Interest, or by voluntary deed or assignment or other transfer in lieu thereof, and " Foreclosure Transferee" shall mean any transferee ( including without limitation an Encumbrance Holder) which acquires title in the Property or interest therein or of any associated personal property or of the limited liability company interests in Developer pursuant to a Foreclosure Transfer.

Section 9. 2 Holder Not Obligated to Construct. No Encumbrance Holder or Foreclosure Transferee is obligated to construct or complete any Improvements, or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to permit or 27 10/ 03/ 2018

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authorize any such Encumbrance Holder or Foreclosure Transferee to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or Improvements provided for or authorized by this Agreement. A Developer Event of Default or other breach will not defeat or render invalid any Security Financing Interest. No Encumbrance Holder or Foreclosure Transferee of any Security Financing Interest shall be personally liable for the performance or observance of any covenants or conditions to be performed by the Developer under this Agreement, any Transaction Document or any Project Documents unless and until such Encumbrance Holder or Foreclosure Transferee acquires the Developer' s interest in the Property and at the election of Encumbrance Holder or Foreclosure Transferee enters into a new agreement with the City. The City agrees that such Encumbrance Holder or Foreclosure Transferee may sell, assign, or otherwise dispose of any interest to which it has so succeeded or which it has so acquired. Upon such sale, assignment or disposition, such Encumbrance Holder or Foreclosure Transferee shall be released from all obligations and liabilities of the Developer whatsoever arising under this Agreement, any Transaction Document or any other document from and after the date of such sale, assignment or disposition.

Section 9. 3 Notice of Default and Right to Cure. Whenever the City pursuant to its rights set forth in Article 10 delivers any notice to the Developer of the occurrence of a Developer Event of Default or any other matter which may give rise to a right of termination or other claim ( a " Cure Notice "), the City shall not exercise any remedy available to it unless and until each of the following have occurred: ( a) a Cure Notice describing the is provided to each and every then - existing Encumbrance Holder that has notified the City in writing of (i) its interest in receiving such a notice, and ( ii) its address for the receipt of such notice; and ( b) such Developer Event of Default remains uncured after the expiration of the applicable cure period set forth in Section 9. 4. The Cure Notice shall be sent simultaneously with any similar notice or notices of a Developer Event of Default that the City may be required to provide to Developer pursuant to Article 10. An Encumbrance Holder shall have the right and the power to cure any Developer Event of Default specified in a Cure Notice within the cure periods set forth in Section 9. 4 below, and, if such Developer Event of Default is so cured, this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall be deemed to permit or authorize any Encumbrance Holder or Foreclosure Transferee to undertake or continue the construction or completion of the Improvements or any other work ( beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developer' s obligations to the City under this Agreement. The Encumbrance Holder in that event must agree to complete, in the manner provided in this Agreement, the construction of the Improvements. Any such Encumbrance Holder properly completing construction of the Improvements pursuant to this Section 9. 3 shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon written request made to the City, to a Certificate of Occupancy from the City.

Section 9. 4 Cure of Developer Defaults. Developer Events of Default may be cured by any Encumbrance Holder in the following manner within the following time frames:
a) For all Developer Events of Default, an Encumbrance Holder shall have a) sixty (60) days after the later of (i) its receipt of the earliest Cure Notice issued by the City to such Encumbrance Holder setting forth such Developer Event of Default, or (ii) expiration ofthe applicable Cure Period set forth in Section 10. 3( b) to cure such Developer Event of Default if 28 10/ 03/ 2018

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

Upon completion of any such Foreclosure Transfer, the Foreclosure Transferee ( whether such Foreclosure Transferee is the Encumbrance Holder or another parry) shall have until the expiration of the applicable cure periods set forth in this Section 9. 4 to cure the Developer Event of Default giving rise to such Foreclosure Transfer, to the extent curable by such Foreclosure Transferee ( unless such Developer Event of Default has already been cured), and any other Developer Events of Default that may then exist and be curable by such Foreclosure Transferee.

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

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

Section 9. 5 Failure of Holder to Complete Improvements. Subject to Section 103( b), in any case where after a default by the Developer in completion of construction of the Improvements under this Agreement, the Encumbrance Holder or Foreclosure Transferee, having first exercised its option to construct and also obtained possession of the Property or control of 29 10/ 03/ 2018

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Developer, has not proceeded diligently with construction within six ( 6) months after obtaining possession of the Property, the City shall be afforded those rights against such Encumbrance Holder or Foreclosure Transferee it would otherwise have against the Developer under this Agreement.

Section 9. 6 Right of the City to Cure. In the event of a default or breach by the Developer of a Security Financing Interest prior to the completion of construction of the Improvements, and if the Encumbrance Holder or Foreclosure Transferee has not exercised its option to complete the construction of the Improvements, the City may cure such default, provided that Developer is given ten ( 10) days prior notice of the City' s intention to cure such default and does not thereafter immediately commence and continue with due diligence to complete to cure such default, and provided that City' s right to cure shall be coterminous with the Developer' s cure rights under the Security Financing Interest. In such event, the City shall be entitled to reimbursement from the Developer of all reasonable costs and expenses incurred by the City in curing the default.

Section 9. 7 Right of the City to Satisfy Other Liens. After the Close of Escrow and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Property, or any portion thereof, which is not permitted under this Agreement, and has failed to do so, in whole or in part, the City shall, upon at least ten ( 10) days' prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; provided, however that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien, or charge so long as the Developer in good faith shall contest the validity or amount thereof and so long as such delay in payment shall not subject the Property or any portion thereof to forfeiture or sale.

Section 9. 8 Holder to be Notified. To the extent deemed necessary by the City, the Developer shall use good faith efforts to insert each applicable term contained in this Article 9 related to Security Financing Interest or the rights of Encumbrance Holders into each Security Financing Interest or shall procure acknowledgement of such terms by each prospective Encumbrance Holder prior to its coming into any security right or interest in the Property or portion thereof.

Section 9. 9 Modifications. If an Encumbrance Holder should, as a condition of providing financing or funding for development of all or a portion of the Improvements or other portions of the Project, request any modification of this Agreement, the Transaction Documents or any documents in order to protect its interests in the Project, the City shall consider such request in good faith consistent with the purpose and intent of this Agreement and the rights and obligations of the Parties under this Agreement. In addition, ( a) the City agrees to cooperate reasonably with each Encumbrance Holder or prospective Encumbrance Holder in confirming or verifying the rights and obligations of each Encumbrance Holder under this Agreement, the Transaction Documents, and the Project Documents, and ( b) the City agrees to cooperate reasonably with Developer in including the provisions of this Article 9 in the Reciprocal Access Easement.

Section 9. 10 Estoppel Certificates. Either Party, at any time and from time to time following Close of Escrow, within fifteen ( 15) days of receipt of a written request from the other 30 10/ 03/ 2018

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Party, shall execute and deliver to such Party a written statement that, to the knowledge of the certifying Party ( i) this Agreement, the Transactions Documents and the Project Documents are in full force and effect and binding obligation of the Parties, ( ii) this Agreement, Transaction Documents, and the Project Documents have not been amended or modified, or if so amended or modified, identifying the amendments or modifications, and ( iii) the requesting Party is not in default in the performance ofits obligations under this Agreement, or ifin default, describing the nature of any such defaults.

Section 9. 11 Participation in Insurance and Condemnation Proceedings. It is agreed, notwithstanding any other provision of this Agreement to the contrary, that, at all times while a Security Financing Interests remains in effect, all policies of insurance required to be maintained by the Developer under this Agreement or otherwise in effect for the Project contain a standard mortgagee protection endorsement, and the Encumbrance Holder shall be entitled to hold the originals of all such policies. The Encumbrance Holder shall be entitled to participate in the settlement or adjustment of any losses covered by such policies of insurance and no such settlement or adjustment shall be accepted or approved without the specific consent in writing of such Encumbrance Holder. In addition, at all times while a Security Financing Interests remains in effect, the Encumbrance Holder shall be entitled to participate in any settlement of or any stipulation ofjudgment with respect to any condemnation proceeds affected all or any portion of the Property or any agreement to sell all or any portion of the Property in lieu of condemnation, and no such settlement, stipulation or agreement shall be made or entered into without the specific consent in writing of such Encumbrance Holder.

Section 9. 12 Multiple Encumbrance Holders. If at any time there is more than one Security Financing Interest constituting a lien on the Property or any interest therein, the lien of the Encumbrance Holder prior in time to all others shall be vested with the rights under this Article 9 to the exclusion of the holder of any other Security Financing Interest; provided, however, that if the holder of a senior Security Financing Interest fails to exercise the rights set forth in this Article 9, each holder of a junior Security Financing Interest shall succeed to the rights set forth in this Article 9 only if the holders of all Security Financing Interests senior to it have failed to exercise the rights set forth in this Article 9.

ARTICLE 10.

DEFAULT AND REMEDIES
Section 10. 1 Application of Remedies. The provisions of this Article 10 shall govern the Parties' remedies for breach of this Agreement.

Section 10. 2 Fault of City.
a) Event of Default. Following notice and cure as more particularly described in Section 10. 2( b) below, each of the following events constitutes a " City Event of Default" and a basis for the Developer to take action against City:
1) The City fails to convey the Property as provided in this Agreement and the Developer is otherwise entitled by this Agreement to such conveyance. 2) The City breaches any other material provision of this Agreement. 31 10/ 03/ 2018

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b) Notice and Cure Procedure; Remedies. Upon the occurrence of any ofthe above - described events, the Developer shall first notify the City in writing of its purported breach or failure, giving the City thirty ( 30) days from receipt of such notice to cure such breach or failure. In the event the City does not then cure the default within such thirty (30) -day period or, if the default is not reasonably susceptible of cure within such thirty ( 30) -day period, the City fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the Developer shall be entitled to any rights afforded it in law or in equity by pursuing any or all of the following remedies: ( 1) terminating this Agreement by written notice to the City; ( 2) prosecuting an action for damages ( subject to the limitation of liability more particularly described in Section 11. 3, and excluding punitive damages and consequential damages); or ( 3) seeking any other remedy available at law or in equity ( excluding punitive damages and consequential damages), including, without limitation, an action for specific performance.

Section 10. 3 Fault of Developer.
a) Event of Default. Following notice and cure as more particularly described in Section 10. 3( b) below, each of the following events constitutes a " Developer Event of Default" and a basis for the City to take action against the Developer:
1) The Developer does not attempt diligently and in good faith to cause satisfaction of the conditions in Article 2 benefiting the Developer within the reasonable control ofthe Developer by the time set forth in the Schedule of Performance. 2) The Developer fails to construct the Improvements in accordance with in Article 6 within the time set forth in the Schedule of Performance. 3) The Developer has breached its obligations under Section 7. 1. 4) Prior to the issuance of a Certificate of Occupancy for the Improvements as more particularly described in Section 6. 10, the Developer attempts or completes a Transfer except as permitted under Article 8. 5) The Developer' s: ( 1) filing for bankruptcy, dissolution, or reorganization, or failure to obtain a full dismissal of any such involuntary filing brought by another party before the earlier of final relief or ninety ( 90) days after the filing; ( 2) making a general assignment for the benefit of creditors; ( 3) applying for the appointment of a receiver, trustee, custodian, or liquidator, or failure to obtain a full dismissal of any such involuntary application brought by another party before the earlier of final relief or ninety ( 90) days after the filing; ( 4) insolvency as evidenced by an entered decree by a court of competent jurisdiction; or 5) failure, inability or admission in writing of its inability to pay its debts as they become due. 6) Following the Close of Escrow and prior to the issuance of a Certificate of Occupancy for the Improvements, the Developer defaults under any Security Financing Interest, has not cured such default within the applicable cure period contained in such agreement evidencing such Security Financing Interest and the applicable Encumbrance Holder has elected in writing to accelerate the debt secured by such Security Financing Interest. 32 10/ 03/ 2018

EXHIBIT B
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7) The Developer breaches any other material provision of this Agreement.
b) Notice and Cure Procedure. Upon the happening of any of the above - described events the City shall first notify the Developer in writing of its purported breach or failure, giving the Developer thirty ( 30) days from receipt of such notice to cure such breach or failure. If the Developer does not cure the default within such thirty ( 30) -day period ( or if the default is not reasonably susceptible of being cured within such thirty ( 30) -day period, the Developer fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the City shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: ( 1) terminating this Agreement by written notice to the Developer; ( 2) prosecuting an action for damages ( subject to the limitation of liability more particularly described in Section 11. 3, and excluding specific performance, punitive damages and consequential damages); or ( 3) seeking any other remedy available at law or in equity ( excluding punitive damages and consequential damages). Ifthe City elects to terminate this Agreement, the provisions of this Agreement that are specified to survive such termination shall remain in full force and effect.

Section 10.4 Right of Reverter. Following the Close of Escrow, ifthe Developer fails to commence the construction of the Improvements by the Outside Date ( as the Outside Date may be extended pursuant to Section 11. 4 or other provisions of this Agreement), then the City may, in addition to other rights granted in this Agreement, re -enter and take possession of the Property with all improvements on the Property, and revest in the City the estate previously conveyed to the Developer by the City with respect to the Property subject to the provisions set forth below. The City' s rights under this Section 10. 4 shall terminate and be of no further force and effect once the City issues a Certificate of Occupancy as more particularly described in Section 6. 10_
The interest created pursuant to this Section 10. 4 shall be a " Power of Termination" as defined in California Civil Code Section 885. 010. The City' s Power of Termination shall be subordinate and subject to and be limited by and shall not defeat, render invalid, or limit:
a) Any Security Financing Instrument with respect to the Property; or b) Any rights or interests provided in this Agreement for the protection of the holder of a Security Financing Interest with respect to the Property. c) Any leases affecting the Property as ofthe date of such termination.

Upon revesting in the City of title to the Property as provided in this Section 10. 4, the City shall, pursuant to its responsibilities under state law, use its best efforts to resell the Property as soon as possible, in a commercially reasonable manner and consistent with the objectives of such law, to a qualified and responsible party or parties ( as reasonably determined by the City) who will assume the obligation of making or completing such improvements as are acceptable to the City in accordance with the uses specified for the Property and in a manner satisfactory to the City. Upon such resale of the Property the proceeds thereof shall be applied as follows:
33 10/ 03/ 2018

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256
1) First to reimburse the City on its own behalf for all costs and expenses incurred by the City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture, management, and resale of the Property ( but less any income derived by the City from any part of the Property in connection with such management); all taxes, installments of assessments payable prior to resale, and water and sewer charges with respect to the Property ( or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership by the City, an amount equal to the taxes, assessments, or charges that would have been payable if the Property was not so exempt); any payments made or necessarily to be made to discharge any encumbrances or liens existing on the Property at the time of revesting of title in the City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; expenditures made or obligations incurred with respect to the making or completion of the Property or any part thereof, and any amounts otherwise owing the City by the Developer and its successors or transferee. 2) Second, to reimburse the Developer, its successor or transferee, up to the amount equal to: the Purchase Price for the Property, plus the fair market value of the Improvements the Developer has placed on the Property, less any funds paid by the City to remove any encumbrances or liens and gains or income withdrawn or made by the Developer from the Property or the improvements thereon. Notwithstanding the foregoing, the amount calculated pursuant to this paragraph ( 2) shall not exceed the fair market value of the Property together with the Improvements thereon as of the date of the default or failure which gave rise to the City' s exercise of the right of reverter.
3) Third, any balance remaining after such reimbursements shall be retained by the City as its property.

The rights established in this Section 10. 4 are to be interpreted in light of the fact that the City will convey the Property to the Developer for development and not for speculation.

Section 10. 5 Rights and Remedies Cumulative. Except as otherwise provided, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise any right or remedy shall not preclude the exercise, at the same time or different times, of any right or remedy for the same default or any other default.

Section 10. 6 Survival. Upon termination of this Agreement under this Article 10, the following provisions of this Agreement shall survive: Section 2. 3, Section 3. 7, Section 3. 8, Section 6. 4, Section 6. 8, Section 7. 4, and Section 7. 5. This Section 10. 6 exists for reference purposes only, and does not alter the scope or nature of the surviving provisions.

ARTICLE 11.

GENERAL PROVISIONS
Section 11. 1 Identity of Developer. The Developer represents and warrants to the City as of the Effective Date and as of the Close of Escrow, as follows:
34 10/ 03/ 2018

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257
a) Organization. The Developer is a corporation, duly organized, validly existing and in good standing under the laws of California with full power and authority to conduct its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.
b) Authorization. The Developer has taken all necessary action to authorize its execution, delivery and, subject to any conditions set forth in this Agreement performance of the Agreement. Upon the Effective Date of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to all applicable bankruptcy laws and laws affecting the rights of creditors generally.
c) No Conflict. The execution, delivery and performance of this Agreement by the Developer does not and will not conflict with, or constitute a violation or breach of, or constitute a default under ( i) the charter or incorporation documents of the Developer, ( ii) any applicable law, rule or regulation binding upon or applicable to the Developer, or ( iii) any material agreements to which the Developer is a party.
d) No Litigation. To the Developer's actual knowledge, there is no pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the Developer or the Property that would, if adversely determined, materially and adversely affect the Developer or the Property or the Developer' s ability to perform its obligations under this Agreement or to develop and operate the Project. e) No Material Adverse Change. There has been no material adverse change in the financial condition of the Developer since the Effective Date. f) Default Under Other Agreements. There is no event, act or omission which constitute, or but for the passage of time or the giving of notice, or both, would constitute a breach, violation or default by Developer under any agreement materially related to the development or operation of the Property or Improvements, including but not limited any other partnership agreement, joint venture agreement, or loan agreement.

Until the Close of Escrow, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 11. 1 not to be true, immediately give written notice of such fact or condition to the City. Upon the Developer' s Transfer prior to the Close of Escrow, the Developer shall cause the Developer' s assignee to update the representations and warranties set forth above.

Section 11. 2 Notices, Demands and Communications. Formal notices, demands, submittals and communications between the City and the Developer shall be sufficiently given if, and shall not be deemed given unless, delivered personally, or dispatched by certified mail, return receipt requested, or by reputable overnight delivery service with a receipt showing date of delivery, to the principal offices ofthe City and the Developer as follows:

City: City of Livermore
1052 S. Livermore Avenue
Livermore, California 94550
35 10/ 03/ 2018

EXHIBIT B
258
Attn: City Manager
Developer Red Bear Property Management
5955 Coronado Lane
Pleasanton, CA 94588
Attn: Mike Madden
With a copy to:

Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section 11. 2. Delivery shall be deemed to have occurred at the time indicated on the receipt for delivery or refusal of delivery.

Section 11. 3 Limitation of Liability. The Parties acknowledge that neither Party would have entered into this Agreement had it been exposed to damage claims from the other Party for any breach thereof. As such, the Parties agree that in no event shall either Party be entitled to recover damages against the other Parry for breach of this Agreement. In addition, no member, partner, beneficial interest holder, official, officer, director, employee, contractor, consultant, attorney, agent, or designated volunteer of a Party shall be personally liable to the other Party, or any successor in interest to the other Party, in the event of any default or breach or for any amount or on any obligation under the terms of this Agreement.

Section 11. 4 Enforced Delay. In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement or the Schedule of Performance shall be extended, where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority except for restrictions or priorities established by the Party required to perform the action required under this Agreement); litigation; unusually severe weather; inability to secure necessary labor, materials or tools; or acts or the failure to act of the City or any other public or governmental agency or entity including breaches by the City under this Agreement, any Transaction Document, or Project Document; or any other cause beyond the affected Parry's reasonable control ( except that acts or the failure to act of a Party shall not excuse performance by such Parry, including without limitation the Developer's inability to obtain financing for the Project or the economic infeasibility of the Project) ( "Force Majeure"). An extension of time for Force Majeure shall only be for the period of the enforced delay, which period shall commence to run from the time of the notification of the delay by the Party requesting the extension to the other Party. The Parry requesting an extension of time under this Section 11. 4 shall give notice promptly following knowledge of the delay to the other Party. If, however, notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after knowledge of the commencement of the delay, the period shall commence to run upon the earlier of (i) thirty 30) days prior to the giving of such notice or ( ii) the date that the other Parry received knowledge of the events giving rise to the delay.
36 10/ 03/ 2018

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259
Section 11. 5 Delegation of Authority. Upon approval of this Agreement by the City Council, the City Manager is authorized to execute any and all and Transaction Documents, including but not limited to the recording in the Official Records the parcel map for the Property.

Section 11. 6 Reserved.

Section 11. 7 Inspection of Books and Records. The City has the right at all reasonable times and upon five ( 5) business days prior written notice to inspect the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. Such books, records and documentation are privileged documents of the Developer containing trade secrets, private personal information, and/ or the contents of real estate appraisals, engineering and/or feasibility estimates, evaluations, and other proprietary non - public information.

Section 11. 8 Title of Parts and Sections. Any titles ofthe sections or subsections ofthis Agreement are inserted for convenience ofreference only and shall be disregarded in interpreting any part of its provision. References to " Articles" and " Sections" are to sections of this Agreement, unless otherwise specifically provided.

Section 11. 9 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

Section 11. 10 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Section 11. 11 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, each Party shall bear their own attorneys' fees and no attorneys' fees may be awarded to the Party prevailing in the action.

Section 11. 12 Binding Upon Successors; Covenants to Run With Land. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the Parties; provided, however, that there shall be no Transfer except as permitted in under the terms of this Agreement. Any reference in this Agreement to a specifically named Parry shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Parry who has acquired an interest in compliance with the terms of this Agreement or under law.

The terms of this Agreement shall run with the land, and shall bind all successors in title to the Property until the termination of this Agreement, except that the provisions of this Agreement that are specified to survive termination of this Agreement shall run with the land in perpetuity and remain in full force and effect following such termination. Every contract, deed, or other instrument hereafter executed covering or conveying the Property, or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in 37 10/ 03/ 2018

EXHIBIT B
260
such contract, deed or other instrument, unless the City expressly releases the Property, or the applicable portion ofthe Property, from the requirements of this Agreement.

Section 11. 13 Parties Not Co- Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co- venturers, or principal and agent with one another.

Section 11. 14 Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the conveyance of the Property and the development of the Project, and expressly supersedes the Exclusive Negotiating Rights Agreement dated July 26, 2018.

Section 11. 15 Counterparts. This Agreement may be executed in counterparts and multiple originals.

Section 11. 16 Amendments. The Parties can amend this Agreement only by means of a writing signed by both Parties.

Section 11. 17 Recordation of Memo of DDA. The Parties consent to the recordation of the Memo of DDA in the Official Records against the Developer' s interest in the Property.

Section 11. 18 Standard of Approval. Any consents or approvals required or permitted under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies.

Section 11. 19 Effectiveness of Agreement. This Agreement is dated for convenience only and shall only become effective on the Effective Date.

Section 11. 20 Interpretation. The use in this Agreement of the words " including ", " such as" or words of similar import when following any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific statements, terms or matters, whether or not language of non - limitation, such as " without limitation" or " but not limited to ", or words of similar import, is used with reference thereto.

Section 11. 21 No Gift or Dedication. Except as otherwise specified herein, this Agreement shall not be deemed to be a gift or dedication of any portion of the Property to the general public, for the general public, or for any public use or purpose whatsoever. Except as provided for the REA, the Developer shall have the right to prevent or prohibit the use of or access to any portion ofthe Project by any member of the general public. 38 10/ 03/ 2018

EXHIBIT B
261
SIGNATURES ON THE FOLLOWING PAGE]
3,
10/ 03/ 2018

EXHIBIT B
262
WHEREFORE, the Parties have executed this Agreement as of the date first above written.

Date:

APPROVED AS TO FORM
City:

Lo
Marc Roberts
Its: City Manager
DEVELOPER:

RED BEAR PROPERTY MANAGEMENT,
Inc., a California Corporation
By:

By:

Name:

Title:
40 10/ 03/ 2018

EXHIBIT B
263

EXHIBIT A

DOWNTOWN PLAN
10/ 03/ 2018 A

EXHIBIT B
264
h
Surface Parkng _
Do wn o n Pl;an -_
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t
1 r
i
r - _ Sci ence+"
p- Society
M. Itifamily RP- +irJpnt.. il ' Center : r -
hA Itsfarndy Resides \[ ial II ;, ` ,,,' c`
O
mob
Blackbax R,
a _ • - ._
Theater
A
L multef,, —i Y Resrdem, A hlnrltifdnti7 ii {9entsdl
1 ^ i
w
w
Parkin
r
Structure Surface Parking`
AL
oo
First Street
L Project Boundary
I
d. II III IV Id
ti
Ili' { iJ nl f Ns _-
7'
1 t

EXHIBIT B
265

EXHIBIT B

PARK EASEMENT
10/ 03/ 2018 B

EXHIBIT B
266
COPY of document to be
Has not been compared w

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Original
4 OF 44"
a 2018076967

EXHIBIT B
04/ 18/ 2018 09; 18 AM

OFFICIAL RECORDS OF ALAMEDA COUNTY

STEVE MANNING
RECORDING FEE: 0. 00
11 1 1 1hNf f lf 8 PGS
AI' N' s: 98- 289 - 2 - 1, 98- 289 - 20

ABOVE THIS LINE FOR RECORDER' S USE
AND PORTIONS OF APN' s: /
97 - 1 - 32, 98- 289 -2 - 1, 98- 289 - 18 jT
Free recording requested, government code 6103 & 2738J*, 7,- 98- 289 - 19, 98- 289 - 21 tW ,
The undersigned Grantor declares: No Tax Due — R &T
Cof yds' tcti u.

GRANT OF EASEMENT
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Livermore, a municipal corporation ( "City "), hereby Grants to the Livermore Stockmen' s Rodeo Association, a park easement on the real grope
on in the City of Livermore, County of Alameda, State of California, being a portion of New Parcel A described Grant Deed recorded 12018 under document number 2018- official records of Alameda county and more particularly described in the attached Exhibit "D," subject to the terms and conditions set forth in that specific agreement titled First Amendment to Agreement for the Development ofthe Rodeo Grounds and Sunken Garden Area as a Civic Center and Parks and Recreation Area, dated January 30, 2018 and on file with the City Clerk for the City of Livermore ( "Agreement "). The rights, duties, and obligations of the City and the Livermore Stockmen' s Rodeo Agreement. Association concerning the use of the Park Area, Cultural Facility Area, and the Commercial Use Area of this park easement are set forth in that This park easement may be used by the City for parking prior to the construction of the park facilities, cultural facilities, and commercial uses in those areas designated as the Park Area, Cultural Facility Use Area, and Commercial Use Areas, respectively. The Cultural Facility Use Area and the Commercial Use Areas A, B, and C may be used by the City as a park if the respective locations are no longer needed for parking, prior to the construction of a cultural facility or commercial facilities, in those respective areas. The City may use any and all portions of the park easement for public infrastructure that does not interfere with other uses allowed in the easement area.

FOR DESCRIPTION SEE THE ATTACHED EXHIBIT " D" AMOVED AS TO FORM. -

ATTACHED HERETO AND MADE A PART HEREOF
Grantors Signature: 0 A

CITY OF LIVERMORE,
a municipal corporation of the State of California
a
f r
Dated:

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

STATE OF CALIFORNIA )
ss

COUNTY OF ALAMEDA )
On 2018 before me,
e
nrstflly appeared City of Livermore, personally known me ( or proved on the basis of satisfact nceto e the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same ' upon behalf of which the person acted u orized capacihat by his signature on the instrument the person, or the entity ed the instrument.

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

WITNESS my hand and official seal.

THIS DOCUMENT IS BEING RECORDED BY

OLD REPUBLIC TITLE COMPANY AS AN
ACCOMODATION ONLY. NO EXAMINATION
Signature HAS BEEN MADE AS TO ITS CONTENTS OR
AFFECT ON TITLE.
267
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA } SS.

COUNTY OF ALAMEDA }
On / fOe/G -') 20 /y before me, SUSAN NEER CITY CLERK,
personally appeared 1(4* XC Ao,?56-2%S;) Gl7 MAt1-- 46- -rye - who proved to me on the basis of satisfactory evidence to be the person( s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity( ies), and that by his /her /their signature( s) on the instrument the person( s) or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature / cI

EXHIBIT B
268
EXHIBIT " D"

LEGAL DESCRIPTION
CULTURAL FACILITY USE AREA:

Commencing at the westerly northeasterly corner of said New Parcel A, said corner being on the southerly line of Railroad Avenue, said corner also being the northwesterly corner of the parcel of land described in the deed to Maroon Bear, LP, recorded in Document No. 2003 - 450990, Official Records of Alameda County;
thence along the northerly line of New Parcel A, last. said line also being the southerly line of Railroad Avenue, South 69 °30' 00" West 76. 378 feet for the Point of Beginning hereof; thence across New Parcel A for the following eight ( 8) courses:
1) South 20 °30' 00" East 59. 920 feet,
2) westerly, southerly and easterly along a non - tangent curve to the left, which a radial bears South 20 °30' 00" East to the radius point, having a radius of 40. 000 feet, a central angle of 140 °49' 09" and an arc length of 98. 310 feet,
3) South 10 °02' 06" West 19. 313 feet,
4) South 20 °30' 00" East 122. 670 feet,
5) southwesterly along a non - tangent curve to the right, which a radial bears North 31 °19' 27" West to the radius point, having a radius of 330. 000 feet, a central angle of 17 °46' 19" and an arc length of 102. 359 feet,
6) North 20 030' 00" West 156. 382 feet,
7) northeasterly along a non - tangent curve to the left, which a radial bears North 34 °43' 03" West to the radius point, having a radius of 450.000 feet, a central angle of 03 °31' 01" and an arc length of 27. 622 feet and
8) North 20 °30' 00" West 111. 338 feet to the northerly line of New Parcel A, being the southerly line of the aforesaid Rail Road Avenue;
thence along last said line North 69 °30' 00" East 110. 007 feet to the Point of Beginning.

Containing 27, 217 square feet of land, more or less.

COMMERCIAL USE AREAS A, B, AND C:

Beginning at the westerly northeasterly corner of New Parcel A, said corner being on the southerly line of Railroad Avenue, said corner also being the northwesterly corner of the parcel of land described in the deed to Maroon Bear, LP, recorded in Document No. 2003 - 450990, Official Records of Alameda County;
PAGE 1 OF 6

EXHIBIT B
269
EXHIBIT " D"

LEGAL DESCRIPTION
Thence crossing New Parcel A for the following six ( 6) courses:
1) South 63 °04' 20" West 87. 250 feet,
2) North 20 °30' 00" West 49. 695 feet,
3) Northeasterly along a non - tangent curve to the left, which a radial bears North 41 °51' 41" West to the radius point, having a radius of 300. 000 feet, a central angle of 01 °51' 41" and an arc length of 9. 746 feet,
4) Northeasterly along a tangent compound curve to the left, which a radial bears North 43 °43' 22" West to the radius point, having a radius of 100. 000 feet, a central angle of 09 °54' 59" and an arc length of 17. 308 feet,
5) Northeasterly along a tangent compound curve to the left, which a radial bears North 53 °38' 21" West to the radius point, having a radius of 44. 000 feet, a central angle of 39 °40' 42" and an arc length of 30. 471 feet,
6) North 69 °30' 00" East 18. 221 feet and.

Thence South 20 °30' 00" East 10. 064 feet to the Point of Beginning.

Containing 4,991 square feet of land, more or less.

APN 98- 289 -2 -1, 98- 289 -20 & PORTIONS OF APN' s 97 -1 -32, 98- 289 -2 -1, 98- 289 -18, 98- 289 - 19, 98- 289- 21
See Exhibit D — Plat to Accompany Legal Description which is attached hereto and made a part hereof.

END OF DESCRIPTION
This description and its accompanying plat were prepared by or under the direction of:

PAr; F 9 nF F
Ft S
r1

EXHIBIT B
270
LEGEND

BOUNDARY
P. 0. B. POINT OF BEGINNING
SQ. FT. SQUARE FEET
L1= 03 31
L= 27. 622
ofN
o
p
51 RAILROAD A VENUE
N69 030' 00 "E 186. 385'
T—
N34

PARK AREA
82, 148f SQ. FT.

CITY Or LIVERMORE
569 030' 00 " W 117819
0 60 12
1 inch = 60 ft,
I WN i 1
CA
pie
1 PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR

PARK AREA

CITY OF LIYERMORE, ALAMEDA COUNTY, CALIFORNIA
G \" 2015\ 151084 745 MAPPING\ KAIS PARK ARFA. DW 21812018 4.' 55.' 23 PM JOHN KNEZONCH o
0 o

67. 494'
cWl3
R = 20•
3904
C
P. 0. B.
hl—
N69 * JO' 00" E

4. 078'
rs
s
o
CR
6441
SHEET 1 OF 4
1m, 11

RUGGERI- JENSEN - AZAR
ENGINEERS " PLANNERS " SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: ( 925) 227 - 9100 FAX: ( 925) 227 - 9300
SCALE: DATE: JOB NO.:
1" = 60, MARCH 13, 2018 151084. 45
PAGE 3OF6
N
o
W

MARDDN BEAK, LP
o
0 2003 - 450990
0 0
0 z
V'
N69 °30' 00 "E 113.516'
N34

PARK AREA
82, 148f SQ. FT.

CITY Or LIVERMORE
569 030' 00 " W 117819
0 60 12
1 inch = 60 ft,
I WN i 1
CA
pie
1 PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR

PARK AREA

CITY OF LIYERMORE, ALAMEDA COUNTY, CALIFORNIA
G \" 2015\ 151084 745 MAPPING\ KAIS PARK ARFA. DW 21812018 4.' 55.' 23 PM JOHN KNEZONCH o
0 o

67. 494'
cWl3
R = 20•
3904
C
P. 0. B.
hl—
N69 * JO' 00" E

4. 078'
rs
s
o
CR
6441
SHEET 1 OF 4
1m, 11

RUGGERI- JENSEN - AZAR
ENGINEERS " PLANNERS " SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: ( 925) 227 - 9100 FAX: ( 925) 227 - 9300
SCALE: DATE: JOB NO.:
1" = 60, MARCH 13, 2018 151084. 45
PAGE 3OF6

EXHIBIT B
271
LEGEND
BOUNDARY.

P. O.B. POINT OF BEGINNING
P. 0. C. POINT OF COMMENCEMENT
SQ. FT. SQUARE FEET
R =450. 000
A =03 °3101,
L= 27.622
O
R
N
Z
N
0 0
z
N34
GENERAL NOTE.-

1. THE BUILDABLE FOOTPRINT WITHIN

THE CULTURAL FACILITY AREA SHALL
NOT EXCEED 20,100 SQUARE FEET.

RAILROAD A VENUE
P. 0. B. P. 0. C.

N69 030' 00 "E 110. 007' S69 030' 00 "W
2 CULTURAL

FACILITY
USE
z
Z = 17 ° 46' 19"
L= 102. 359'
0 60 120
1 inch = 60 ft.

AREA

6. 378'
27,217-4 SQ. FT.

NOTE 1)
z z
Z = 17 ° 46' 19"
L= 102. 359'
0 60 120
1 inch = 60 ft.

N
W
0 0
f
R= 40. 000'
140 049' 09"
L= 98. 310'
N18 040' 51 " E(
S10002' 06 " W

19. 313'

EXHIBIT D

PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR

CULTURAL FACILITY USE AREA
CITY OF UVERMORF._ MAMMA MITNTY C' ATJFnRNTA
M4ROON BEAR, LP
8003-- 450990
CITi Or LIVE" RjV0RE'
2O1a
COM1l9ERCJAL
USE" AREAS
B,& C

COMMERCIAL

USE AREA D
03 b
Z
r
C" R
SHEET 2 OF 4
PAGE 4OF61
A VL

RUGGERI- JENSEN - AZAR

ENGINEERS PLANNERS SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON. CA 94588
PHONE: ( 925) 227 - 9100 FAX: ( 925) 227 - 9300
If '
UAIL; ' OUt5 NW
I" — an' LJAOru „ 7ma , rl, no. Ar

6. 378'
N
W
0 0
f
R= 40. 000'
140 049' 09"
L= 98. 310'
N18 040' 51 " E(
S10002' 06 " W

19. 313'

EXHIBIT D

PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR

CULTURAL FACILITY USE AREA
CITY OF UVERMORF._ MAMMA MITNTY C' ATJFnRNTA
M4ROON BEAR, LP
8003-- 450990
CITi Or LIVE" RjV0RE'
2O1a
COM1l9ERCJAL
USE" AREAS
B,& C

COMMERCIAL

USE AREA D
03 b
Z
r
C" R
SHEET 2 OF 4
PAGE 4OF61
A VL

RUGGERI- JENSEN - AZAR

ENGINEERS PLANNERS SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON. CA 94588
PHONE: ( 925) 227 - 9100 FAX: ( 925) 227 - 9300
If '
UAIL; ' OUt5 NW
I" — an' LJAOru „ 7ma , rl, no. Ar

EXHIBIT B
272
FOR CURVE/ LINE TABLES SEE SHEET 4
LEGEND GENERAL NO TES.-
BOUNDARY 1. THE BUILDABLE FOOTPRINT WITHIN THE COMMERCIAL USE P. 0. B. POINT OF BEGINNING AREAS A, B & C SHALL NOT EXCEED 5, 700 SQUARE FEET.

P. 0. C. POINT OF COMMENCEMENT 2. THE BUILDABLE FOOTPRINT WITHIN THE COMMERCIAL USE SQ.FT. SQUARE FEET AREA D SHALL NOT EXCEED 2,900 SQUARE FEET.

FLAILROAD AVENUE
P. 0. B.

N69 030' 00 "E

51. 378' N
o

NIAROOK BEAR, LP
R o ( NOTE 1) 0 8003 - -x50990

COMMERCIAL USE
o AREAS A, B & C
N°
7,947± SQ.FT.

P. 0. B.

R= 40.000'
N69 °30'00 "E 113. 5
R= 375.000'

CULTURAL

FACILITY
USE

AREA PARK AREA
N.
0 60 120
1 inch = 60 ft.

EXHIBIT D
120. 000'
N20 030' 00 "W

49. 695' --

CITY OF' LIVERMORE
2018-

PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR

COMMERCIAL USE AREAS
Ct3
Q
P. 0. C.

BLDG
SITE D
S20 030' 00 "E

54.934'
L1 10
0 12
L2
g P.O. B.
6)
L4 , G
w
NOTE 2) o
w Po
cn
250
S642a " W
COMMERCI.

USE AREA
4, 991f SQ. FT.

SHEET 3 OF 4
PAGE 5 OF 61;
1 RUGGERI- JENSEN -AZAR

ENGINEERS - PLANNERS I SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: ( 925) 227 - 9100 FAX: ( 925) 227 - 9300
CITY OF LIVERMORE. ALAMEDA COUNTY. CALIFORNIA 1 1" = so' 1 MARCH 13. 2018 1 151084. 45

EXHIBIT B
273
W L1( - tn 1 )
r n.

EXHIBIT B
274

EXHIBIT C

LSRA AGREEMENT
10/ 03/ 2018 C

EXHIBIT B
275

EXHIBIT C

FIRST AMENDMENT TO

AGREEMENT FOR THE DEVELOPMENT OF THE RODEO GROUNDS

AND SUNKEN GARDEN AREA

AS A CIVIC CENTER AND PARKS AND RECREATION AREA
THIS FIRST AMENDMENT, made and entered into this 3b * day of 3-0touarti 2018, by and between the City of Livermore, a municipal corporation ( hereinafter referred to as " City "), and the Livermore Stockmen' s Rodeo Association, a California Corporation, hereinafter referred to as " Association ").

RECITALS
On January 8, 1962, in exchange for due consideration, the City and Association entered into an agreement for, among other things, the transfer of 33 acres of real property from the Association to the City to be developed as a civic center and a park and recreation facility ( "Original Agreement ").

The transferred property was identified in the Original Agreement as Area A and is located south of Pacific Avenue and to the north and east of Livermore Avenue. The exhibit in the Original Agreement depicting Area A has been reproduced and attached to this First Amendment, along with a scale map and current tract map showing the area, collectively as Exhibit A."
The Articles of Incorporation for the Association permitted it to transfer Area A to the City with the expectation that a portion would be used as a memorial to the residents of Murray and Pleasanton Townships who served in the armed forces of the United States Memorial ").

In the Original Agreement, the City agreed to set aside part of Area A for a park and recreation area and agreed that all of Area A will be used only for public purposes in the best interest of the community. The City also agreed Area A will not be used for private gain, except when public facilities or buildings are leased by the City in the public's interest.

The Association deeded Area A to the City to be used for a civic center, park and recreation area, with the expectation that the City would develop a park, at the City' s expense, to be designated as the Memorial.

The City has used Area A for public purposes since it was received from the Association, but the City has not developed a park or the Memorial on Area A.

The Association has followed the City' s outreach efforts for the redevelopment of the downtown project sites with great interest. In light of the need to satisfy the community' s interest in an open space on the westside parcel, the need to satisfy the affordable housing obligations on the downtown sites, and the need to satisfy the obligations to construct a