Agenda packet — Livermore City Council, November 28, 2022 (part 1 of 5)

CITY COUNCIL
AGENDA
MONDAY, NOVEMBER 28, 2022
VIRTUAL REGULAR MEETING – 7:00 PM
CLOSED SESSION - 5:45 PM

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

ZOOM WEBINAR:
***ATTENTION: Zoom update requirements found at the bottom of the agenda*** https://us02web.zoom.us/j/81000240606
Zoom dial in phone number:
1 669 900 6833
Meeting ID: 810 0024 0606
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29.org
Bob Woerner, Mayor
Regina Bonanno, Vice Mayor
Robert W Carling, Council Member
Brittni Kiick, Council Member
Trish Munro, Council Member
Livermore City Council Agenda November 28, 2022
1 1. CLOSED SESSION - 5:45 PM
Roll Call
Opportunity for the Public to Address City Council Regarding Closed Session Items Adjourn to Closed Session
Note: This Closed Session may be continued to the end of the Regular Meeting.

1.1 Anticipated Litigation. To meet with the City Attorney pursuant to Government Code section 54956.9(d)(2) because there is significant exposure to litigation against the City based on existing facts and circumstances. (Two claims)

1. Pursuant to Government Code section 54956.9(e)(3) due to the receipt of claim from Northfield, LLC pursuant to the Government Claims Act. A redacted copy of Claim No.

LIVE-2022-2023-0021-01 is available for public inspection pursuant to Government Code section 54957.5.

2. Pursuant to Government Code section 54956.9(e)(3) due to the receipt of claim from Ryan’s Automotive Services pursuant to the Government Claims Act. A redacted copy of Claim No. LIVE-2022-2023-0021-02 is available for public inspection pursuant to Government Code section 54957.5.

1.2 Conference with Legal Counsel - Existing Litigation. To meet with legal counsel pursuant to Government Code section 54956.9(d)(1) to discuss litigation that has been formally initiated.

1. Conner v. Livermore, et al., Alameda County Superior Court Case No. RG19014344

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

4. OPEN FORUM
In conformance with the Brown Act, no City Council action can occur on items presented during Open Forum.

Please log into Zoom to provide verbal public comment during the City Council Meeting.

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

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

REPORT OF ACTION TAKEN IN CLOSED SESSION
Livermore City Council Agenda November 28, 2022
2 Open Forum will conclude after 30 minutes; however, if there are additional speakers, Open 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 use the raise hand feature. 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 24, 2022 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report
Attachments:

1. 2022-10-24 Draft Minutes

5.2 Adoption of an ordinance amending Livermore Municipal Code Chapter 15.26 Green Building Standards Code to include an onsite exception for non-combustion fuel cells to produce electricity.

Recommendation:

Staff recommends the City Council adopt an ordinance with an effective date of January 1, 2023, to amend Chapter 15.26 (Green Building Standards Code) in The Livermore Municipal Code to include an onsite exception for non-combustion fuel cells to produce electricity.

Staff Report
Attachments:

1. Ordinance

5.3 Adoption of an Ordinance amending Development Agreement 18-001 for the Lassen Road Townhomes project to revise the performance schedule to accommodate regulatory permitting of the off-site improvements (DAA 21-002).

Recommendation:

The Planning Commission and Staff recommend the City Council adopt an ordinance amending Development Agreement 18-001 for the Lassen Road Townhomes project (DAA 21-002).

Staff Report
Attachments:

1. Ordinance Development Agreement Amendment 18-001

2. Exhibit A - First Amendment to DA18-001

3. Exhibit B - PC Resolution 22-22

5.4 Resolution authorizing the execution of a five-year agreement with BrightView Landscape Livermore City Council Agenda November 28, 2022
3 Services, Inc. for landscape maintenance services at both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1) in an amount not-toexceed $1,000,000.

Recommendation:

Staff recommends City Council adopt a resolution authorizing execution of a five-year agreement with BrightView Landscape Services to provide landscape maintenance services at both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1), in an amount not-to-exceed $1,000,000 over the five-year term.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - BrightView Agreement

5.5 Resolution authorizing the execution of an agreement with Peregrine Technologies, Inc. to provide data visualization software and services for the Livermore Police Department’s RealTime Awareness Center (RTAC) and Department Operations Center (DOC) as part of Capital Improvement Project #2019-58 in an amount not-to-exceed $960,000.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a multi-year renewal agreement with Peregrine Technologies, Inc. beginning on December 15, 2022, through July 31, 2027, in an amount not-to-exceed $960,000 to provide visualization software and related technical support services for the Livermore Police Department’s Real Time Awareness Center (RTAC) as part of Capital Improvement Project #2019-58.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Peregrine Technologies Inc.

5.6 Resolution authorizing a general fund supplemental appropriation of $178,436 and execution of a purchase order with Motorola Solutions for the purchase of two radio consoles to support Livermore Police Department’s Real Time Awareness Center (RTAC) in an amount not-toexceed $178,436.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing a general fund supplemental appropriation of $178,436 and execution of a purchase order with Motorola Solutions for the purchase of two radio consoles to support the Livermore Police Department’s Real Time Awareness Center (RTAC) in an amount not-to-exceed $178,436.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Motorola Solutions Scope of Work
Livermore City Council Agenda November 28, 2022
4 5.7 Resolution authorizing a supplemental appropriation in the amount of $26.7 million to Fiscal Year 2023-24; awarding a construction contract with Zovich Construction in an amount not-toexceed $30,090,000 for Livermore Village Parking Garage (L Street Garage) Construction, Phase 2, Project 586003; awarding an agreement with Quality Assurance Engineering, Inc. in an amount not-to-exceed $474,000 for construction inspection services; and approving the second amendment with Watry Buehler Collaborative, LLP increasing the amount of the agreement by $114,000 to a total not-to-exceed amount of $1,624,000 for additional engineering design and construction support services.

Recommendation:

Staff recommends the City Council adopt a resolution for the Livermore Village Parking Garage (L Street Garage) Construction, Phase 2, Project 586003:

1. Authorizing a supplemental appropriation of $3,700,000 in Fund 320 (2022 COP Debt Construction Fund) from FY 2022-23 to FY 2023-24.

2. Authorizing a supplemental appropriation from issuance of bonds previously approved by Council of $23,000,000 in Fund 320 (2022 COP Debt Construction Fund) in FY 2023-24.

3. Awarding and authorizing execution of an agreement with Zovich Construction, in an amount not-to-exceed $30,090,000, for construction of the Livermore Village Parking Garage Construction, Phase 2 Project 586003.

4. Authorizing execution of an agreement with Quality Assurance Engineering, Inc. in an amount not-to-exceed $474,000, for construction inspections and materials testing services; and

5. Authorizing execution of a second amendment to the agreement with Watry Buehler Collaborative, LLP, increasing the amount of the agreement by $114,000 to a total notto-exceed amount of $1,624,000, for additional design and construction support services.

Staff Report
Attachments:

1. Site Plan

2. Renderings

3. Contractor Work Areas

4. Resolution

5. Exhibit A - Zovich Contract

6. Exhibit B - Quality Assurance Agreement

7. Exhibit C - Second Amendment Watry Buehler

5.8 Resolution approving the second amendment to the Third Amended and Restated Franchise Agreement approving the assignment of Livermore Sanitation, Inc. to Waste Connections.

Recommendation:

Staff recommends the City Council adopt a resolution approving the Second Amendment to the Third Amended and Restated Franchise Agreement approving the Assignment of Livermore Sanitation, Inc. to Waste Connections.

Staff Report
Attachments:

Livermore City Council Agenda November 28, 2022
5 1. Resolution

2. Exhibit A - Waste Connections, Inc. Letter of Commitment

3. Exhibit B - HFH Assignment Review Report

4. Exhibit C - Second Amendment to Third Amended and Restated Franchise Agreement

5.9 Resolution rescinding the Garaventa Hills Project Approvals and Environmental Impact Report.

Recommendation:

Staff recommends the City Council adopt a resolution rescinding the certification of the ReIssued Final Environmental Impact Report, Findings and Facts, Mitigation Monitoring and Reporting Program, and approvals of a Vesting Tentative Tract Map and Site Plan Design Review in Resolution Nos. 2019-050 and 2019-051.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - RESO 2019-050

3. Exhibit B - RESO 2019-051

5.10 Resolution authorizing acceptance for permanent maintenance, release of security bonds and execution of a Notice of Completion for the WRP Occupied Building Repairs, Phase 1, Project 2015-19, located at the Water Reclamation Plant.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance and release of the security bonds for the WRP Occupied Building Repairs, Phase 1, Project 2015-19, located at the Water Reclamation Plant, and authorize the City Manager to sign the Notice of Completion.

Staff Report
Attachments:

1. Site Location

2. Resolution

3. Exhibit A - Notice of Completion

5.11 Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Fixed Base Operator Building Flood Proofing, Project 2018-49, at the Livermore Municipal Airport.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance and release of the security bonds for the Fixed Base Operator (FBO) Building Flood Proofing, Project 2018-49, and authorizing the City Manager to sign the Notice of Completion.

Staff Report
Attachments:

Livermore City Council Agenda November 28, 2022
6 1. Site Location Map

2. Resolution

3. Exhibit A - Notice of Completion

5.12 Resolution accepting protest and reducing the weed abatement assessment for the annual fire hazard abatement program for parcel number 099-080200100, located at 3615 Concannon Boulevard, Livermore, California 94550.

Recommendation:

Staff recommends City Council adopt a resolution granting the protest against the weed abatement assessment for parcel number 099-080200100, located at 3615 Concannon Boulevard, Livermore, California 94550; and reducing assessment to $1,800, which has been paid.

Staff Report
Attachments:

1. Resolution

5.13 Resolution establishing the annual Affordable For-Sale Prices, Rental Rates, and Maximum Income Limits for affordable housing units subject to the City's Inclusionary Housing Ordinance.

Recommendation:

Staff recommends the City Council adopt a resolution:

1. Establishing new maximum income limits for extremely low-, very low-, low-, medianand moderate-income households which shall apply to the City’s first-time homebuyer and affordable rental programs effective upon adoption by City Council; and,

2. Establishing maximum for-sale housing prices for the Affordable Homeownership Program which will be effective for homes sold through the program beginning January 1, 2023, and establishing updated annual rent limits for City-restricted affordable units effective immediately upon adoption by City Council.

Staff Report
Attachments:

1. 2021 Affordable Sales Prices Rental Rates and Maximum Income Limits

2. Resolution

3. Exhibit A - 2022 Affordable Sales Prices, Rental Rates and Maximum Income Limits

5.14 Resolution declaring the Pacific Avenue Senior housing site to be exempt surplus land pursuant to Government Code Section 54221(f)(1)(A).

Recommendation:

Staff recommends the City Council adopt a resolution declaring the Pacific Avenue Senior housing site to be exempt surplus land pursuant to Government Code Section 54221(f)(1)(A).

Staff Report
Attachments:

1. Resolution
Livermore City Council Agenda November 28, 2022
7 2. Exhibit A - Property Description

5.15 Resolution approving modifications to the wages of the City Manager, City Attorney, Executive Management, and Unclassified Salary Schedules.

Recommendation:

Staff recommends the City Council adopt a resolution approving the City of Livermore Salary Plan as of December 2022, in accordance with California Code of Regulations, Title 2, Section 570.5.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Salary Plan Effective December 2022

5.16 Resolution accepting the FY 2021-22 year-end Budget Report, allocating the General Fund available balance to various reserves, and designating the June 30, 2022, General Fund Reserves.

Recommendation:

Staff recommends City Council adopt a resolution accepting the FY 2021-22 Year-end Budget Report, allocating the General Fund available balance to various reserves, and designating the June 30, 2022, General Fund reserves.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - FY 2021-22 Year-end report

5.17 Receive Livermore Valley Arts annual update.

Recommendation:

Staff recommends the City Council receive the Livermore Valley Arts annual update.

Staff Report
Attachments:

1. Livermore Valley Arts City Council Annual Report 2022

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 Hearing to consider a resolution approving the Housing and Human Services grant priorities for FY 2023-24.

Recommendation:

The Human Services Commission and staff recommend the City Council adopt a resolution approving the Housing and Human Services Grant Priorities for FY 2023-24.

Livermore City Council Agenda November 28, 2022
8 Staff Report
Attachments:

1. Resolution

2. Exhibit A - City of Livermore Housing and Human Services Grant Priorities FY 2023-24

6.2 Hearing to consider a resolution approving the third substantial amendment to the City of Livermore’s U.S. Department of Housing and Urban Development Fiscal Year 2019-20 Action Plan, authorizing the City Manager to negotiate and execute any related documents, and approving a supplemental appropriation in the amount of $143,428 for unspent Community Development Block Grant (CDBG) Coronavirus funds to support the Senior Meal Program through Open Heart Kitchen.

Recommendation:

Staff recommends the City Council adopt a resolution approving the third substantial amendment to the City of Livermore’s U.S. Department of Housing and Urban Development (HUD) approved Fiscal Year (FY) 2019-20 Action Plan and authorize the City Manager, or her designee, to negotiate and execute any related documents, agreements and modifications with HUD and the sub grantee, Open Heart Kitchen. Staff is also requesting a supplemental appropriation in the amount of $143,428 for unspent Community Development Block Grant Coronavirus third round (CDBG-CV3) funds from Fund 613 in FY 2022-23.

Staff Report
Attachments:

1. Resolution 2019-069 FY 2019-20 HUD Approved Action Plan

2. Resolution 2020-103 First Substantial Amendment to FY 2019-20 Action Plan

3. Resolution 2020-223 Second Substantial Amendment FY 2019-20 Action Plan

4. Resolution

5. Exhibit A - Third Substantial Amendment to FY 2019-20 Annual Action Plan

6.3 Hearing to consider resolutions adopting the Initial Study/Negative Declaration and the 2022 Climate Action Plan (2022 CAP).

Recommendation:

Staff and the Planning Commission recommend the City Council consider the 2022 Climate Action Plan (POLI 20-001) and adopt resolutions:

1. Adopting the October 17, 2022, Initial Study/Negative Declaration (IS/ND) for the Livermore Climate Action Plan Update; and

2. Adopting the 2022 Climate Action Plan.

Staff Report
Attachments:

1. PC Staff Report

2. Draft PC Meeting Minutes

3. CAPAC Letter to City Council

4. Resolution - CEQA

5. Exhibit A - PC Reso 25-22, CEQA

6. Exhibit B - Initial Study Negative Declaration
Livermore City Council Agenda November 28, 2022
9 7. Resolution - Project

8. Exhibit A - PC Reso 26-22, Project

9. Exhibit B - 2022 CAP Final Draft

6.4 Hearing to receive a tracking update on the Isabel Neighborhood Specific Plan (Specific Plan) progress and consider resolutions finding the environmental impacts of the Specific Plan amendments are within the scope of the 2018 and 2020 Environmental Impact Reports and amending the Specific Plan to include new and clarified policies, revised development and design standards, and text clarifications.

Recommendation:

The Planning Commission and staff recommend the City Council receive a tracking update on the Isabel Neighborhood Specific Plan (Specific Plan) progress and consider Specific Plan amendments and adopt resolutions:

1. Finding the Environmental Impacts of the Isabel Neighborhood Specific Plan amendments are within the scope of the 2018 Environmental Impact Report and 2020 Supplemental Environmental Impact Report for the Isabel Neighborhood Specific Plan; and

2. Approving Specific Plan Amendment (SPPA) 22-001.

Staff Report
Attachments:

1. Planning Commission Staff Report

2. Draft Planning Commission Meeting Minutes 11-1-22

3. Tracking Update

4. Specific Plan Amendments

5. Planning Commission Supplemental Materials

6. Resolution - CEQA

7. Exhibit A - Planning Commission Resolution 27-22, SPPA22-001; CEQA

8. Resolution - Project Approval

9. Exhibit A - Planning Commission Resolution 28-22, SPPA22-001

10. Exhibit B - Specific Plan Amendments, SPPA22-001

6.5 THIS ITEM WAS CONTINUED FROM NOVEMBER 14, 2022. Hearing to consider amending the Livermore Development Code regarding temporary signs, including Section 4.06.140, to update regulations relating commercial and non-commercial temporary signs in all zoning districts.

Recommendation:
a) Based on City Council direction, staff recommends the City Council waive the first reading and introduce an ordinance approving Development Code Amendment 22-003, Temporary Signs, to update sections relating to the location, time of day, and number of days for commercial and non-commercial temporary signs in all zoning districts. or
b) As an alternative to the Development Code Amendment requested by the City Council, the Livermore City Council Agenda November 28, 2022
10 Mayor recommends the City Council waive the first reading and introduce an ordinance to prohibit the placement of all temporary signs in the public right-of-way in commercial, industrial, and residential zoning districts.

Staff Report
Attachments:

1. July 27 2020 Staff Report

2. Council Direction LDC - Redline Edits

3. Council Direction Ordinance, DCA 22-003

4. Mayor Alternative LDC - Redline Edits

5. Mayor Alternative Ordinance, DCA 22-003

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 Resolution approving an amended and restated employment contract with the City Attorney.

Recommendation:

Mayor Woerner recommends the City Council adopt a resolution approving an amended and restated employment contract with the City Attorney.

Staff Report
Attachments:

1. 2022 City Attorney Contract Redline

2. Resolution

3. Exhibit A - 2022 Signed City Attorney Contract

7.2 Resolution approving an amended and restated employment contract with the City Manager Recommendation:

Mayor Woerner recommends the City Council adopt a resolution approving an amended and restated employment contract with the City Manager.

Staff Report
Attachments:

1. 2022 City Manager Contract Redline

2. Resolution

3. Exhibit A - 2022 Signed City Manager Contract

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 December 12, 2022 at 7:00 p.m., Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue and virtually using Zoom.

10. SUPPLEMENTAL MATERIALS
Livermore City Council Agenda November 28, 2022
11 10.1 Supplemental materials received prior to the meeting.

Staff Report
Attachments:

1. Supplemental Materials

10.2 Supplemental materials received at the meeting.

Staff Report
Attachments:

1. Item Received at the Meeting

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

Open 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 submit a comment using Zoom, you may use the 'raise hand' feature. You should be aware 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 questions from the City Council and a presentation by the applicant. The Mayor will then open the hearing to the public and offer an opportunity for public comments. You may use the 'raise hand' feature in Zoom and take 3 minutes to make your comments.

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 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 Virtual 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 4PM the day of the meeting. These items will Livermore City Council Agenda November 28, 2022
12 NOT be read into the record and are viewable by the the City Council and the public upon submittal.

Submission of Comments During the Meeting:

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 or Comcast Channel 29
YouTube: http://youtube.com/c/CityofLivermoreCalifornia Zoom Webinar: https://us02web.zoom.us/j/81000240606
Zoom dial in phone number: 1 669 900 6833
Meeting ID: 810 0024 0606
If you would like to deliver written materials to the City Council as part of their electronic comments during a meeting, the speaker must identify that intent in his or her comment submitted and immediately email the materials to the City Clerk at [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 November 28, 2022
13 CITY COUNCIL STAFF REPORT ITEM NO. 5.1
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Approval of draft minutes - October 24, 2022 Regular Meeting.

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

SUMMARY

DISCUSSION

ATTACHMENTS

1. 2022-10-24 Draft Minutes
Prepared by: Marie Weber
City Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
14 CM/75/104 Minutes OCTOBER 24, 2022
ATTACHMENT 1

MINUTES

CITY COUNCIL
OCTOBER 24, 2022
________________________________________________________________

REGULAR MEETING

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

Recommendation: Staff recommended the City Council recognize October as National Domestic Violence Awareness Month.

Vice Mayor Bonanno presented a proclamation to Tanuja Hedge recognizing October as National Domestic Violence Awareness Month.

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

Recommendation: Staff recommended City Council accept the Beautification Committee annual update.

Beautification Committee Vice Chair Mark Gorallka presented the annual update.

3.3 Presentation of the 2022 Beautification Awards.

Recommendation: Staff recommended City Council accept the Beautification Committee Awards presentation.

Council Member Carling presented the 2022 Beautification Awards. 15 OCTOBER 24, 2022 Minutes CM/75/105
ATTACHMENT 1

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

Connie Huang provided comment.

Vladimir Pavlushkin provided comment.

Robin Groth Hill provided comment.

Carol Silva provided comment.

Lisa Tromovitch provided comment.

Paula Campbell provided comment.

Karl Wente provided comment.

Alan Marling provided comment.

Alison Hayden provided comment.

There were no more 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 VM BONANNO, SECONDED BY CM KIICK, AND
CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

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

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

5.2 Resolution 2022-169 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 recommended 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 16 CM/75/106 Minutes OCTOBER 24, 2022
ATTACHMENT 1
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.

5.3 Resolution 2022-170 authorizing an increase in the construction contract change order allowance with EVRA Construction, Inc. by $10,000, for a total notto-exceed amount of $60,000, for the Real Time Awareness Center Project 2019- 58 within the police building.

Recommendation: Staff recommended 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.

5.4 Resolution 2022-171 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 recommended 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.

5.5 Resolution 2022-172 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 recommended 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.

5.6 Resolution 2022-173 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.

Recommendation: Staff recommended 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.
17 OCTOBER 24, 2022 Minutes CM/75/107
ATTACHMENT 1

5.7 Resolution 2022-174 authorizing the display of the POW- MIA flag for the week of November 6-13, 2022
Recommendation: Staff recommended 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.

5.8 Resolution 2022-175 reauthorizing remote or hybrid teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

Recommendation: Staff recommended 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

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 recommended 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.

Building Official Franc Moufarrej and Senior Planner Tricia Pontau presented the staff report.

Mayor Woerner opened the public hearing.

Manaal Shafi provided comment.

There were no more speakers and the hearing was closed.

ON THE MOTION OF CM CARLING, SECONDED BY VM BONANNO AND 18 CM/75/108 Minutes OCTOBER 24, 2022
ATTACHMENT 1
CARRIED ON A 5-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING ORDINANCE:

Ordinance 2138 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

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 recommended 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.

Planning Manager Steve Steward presented the staff report.

Mayor Woerner opened the public hearing.

Lisa Tromovich provided comment.

Alan Marling provided comment.

There were no more speakers and the hearing was closed.

ON THE MOTION OF M WOERNER, SECONDED BY CM CARLING AND
19 OCTOBER 24, 2022 Minutes CM/75/109
ATTACHMENT 1
CARRIED ON A 5-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING RESOLUTIONS:

Resolution 2022-176 finding the project is consistent with prior environmental review for CEQA and declaring that two city owned parcels are exempt surplus land pursuant to Government Code Section 54221
Resolution 2022-177 finding the commercial project is consistent with prior environmental review for CEQA, and authorizing execution of an Amended and Restated Disposition and Development agreement with Red Bear Property Management, Inc. for development of a downtown commercial project; authorizing the City Manager to execute all other documents necessary to implement that agreement; and authorizing staff to execute all necessary documents to conform the Stockmen’s Park easement with the commercial project and for all other projects on the park site (APNs 098-0289-026 and 098- 0289-027)

7. MATTERS FOR CONSIDERATION

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

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

City Manager Marianna Marysheva presented the staff report.

Mayor Woerner opened the public comment period.

Alan Burnham provided comment.

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

THE CITY COUNCIL RECEIVED THE REPORT.

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

Recommendation: Staff recommended 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.

Planning Manager Steve Stewart presented the staff report.

Mayor Woerner opened the public comment period.

Kristie Wang provided comment.
20 CM/75/110 Minutes OCTOBER 24, 2022
ATTACHMENT 1
Mike Frank provided comment.

Lori Souza, Board Chair of Tri-Valley Conservancy provided comment.

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

ON THE MOTION OF M WOERNER, SECONDED BY CM MUNRO AND
CARRIED ON A 3-2 VOTE, THE CITY COUNCIL DIRECTED STAFF TO BRING BACK THE PLANNING COMMISSION’S RECOMMENDATION FOR COUNCIL CONSIDERATION ON NOVEMBER 14, 2022, WITH EXAMPLES OF
SUCCESSFUL IMPLEMENTATION IN OTHER AGENCIES.

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 recommended 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.

Assistant City Manager Christine Martin presented the staff report.

Mayor Woerner opened the public comment period.

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

THE CITY COUNCIL DIRECTED STAFF TO BRING THIS ITEM BACK TO COUNCIL ON THE CONSENT CALENDAR ON NOVEMBER 14, 2022

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.

Civic Appreciation Dinner M Woerner, CM Carling, and CM Kiick noted their attendance at the event.

Influx Art Sculpture Dedication at Springtown Library CM Carling and Munro noted their attendance at the event.

Livermore Valley Chamber of Commerce Business Recognition Lunch M Woerner and CM Carling noted their attendance at the event.

StopWaste Meeting CM Carling noted attendance at the meeting. 21 OCTOBER 24, 2022 Minutes CM/75/111
ATTACHMENT 1
Sustainable Wine Growers Event CM Carling, and CM Munro noted attendance at the event.

Bloom Electric Meeting, CM Carling noted attendance at the meeting.

Community Service Day Kick-off Meeting, CM Carling noted attendance at the meeting.

TV30 Mayor’s Report CM Carling noted participation in this program.

Tri-Valley Non-Profit Awards CM Carling noted participation in the event.

Youth in Government Working Group meeting CM Munro noted attendance at the meeting.

East Bay Community Energy Board Meeting CM Munro noted attendance at the meeting.

Tour of Form Factors manufacturing facility VM Bonanno noted attendance at this meeting
Alameda County Transportation Commission Clean Fuel Summit VM Bonanno noted attendance at this event.

8. ADJOURNMENT – at 9:22 pm 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.

APPROVED:

BOB WOERNER, MAYOR
ATTEST:

MARIE WEBER, CITY CLERK
22 CITY COUNCIL STAFF REPORT ITEM NO. 5.2
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Adoption of an ordinance amending Livermore Municipal Code Chapter 15.26 Green Building Standards Code to include an onsite exception for non-combustion fuel cells to produce electricity.

RECOMMENDED ACTION
Staff recommends the City Council adopt an ordinance with an effective date of January 1, 2023, to amend Chapter 15.26 (Green Building Standards Code) in The Livermore Municipal Code to include an onsite exception for non-combustion fuel cells to produce electricity.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Ordinance
Prepared by: Franc Moufarrej
Building Official
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
23 ORDINANCE NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

AN ORDINANCE REVISING AND AMENDING LIVERMORE MUNICIPAL CODE CHAPTER 15.26 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.

On October 24, 2022, the City Council adopted Ordinance No 2138 to adopt the State Building Standards Code and made findings and amendments to those codes to establish 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.

On that date, the City Council also made findings and determined that an additional exception to the Green Building Standards Code was appropriate to allow for an onsite exception for non-combustion fuel cells to produce electricity.

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

Section 1. Findings. Amendments to the 2022 California Green Building Standards Code an onsite exception for non-combustion fuel cells to produce electricity are necessary to serve the public interest by reducing the risk to life and property of the citizens of Livermore because of the conditions and findings set forth in Section 1 of Ordinance No. 2138 adopted by the City Council on October 24, 2022. 24 ORDINANCE NO. ________
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. Section 15.26.200 GBSC Section 4.106.5.1 added – New Construction is hereby amended to add the following exception number 4 to read as set forth below to be inserted after section 3 that was adopted by Ordinance 2138.

Section 15.26.280 GBSC Section 5.106.13.1 added – New Construction is hereby amended to add the following exception number 5 to read as set forth below to be inserted after section 4 that was adopted by Ordinance 2138.The added language is shown with an underline, but the underlines themselves shall not be codified in the Municipal Code, which publication shall only reflect the final language:

15.26.200 GSC Section 4.106.5.1 added – New Construction.

4. non-combustion fuel cells that convert natural gas, biogas, or hydrogen to electricity on-site.

15.26.280 GSBC Section 5.106.13.1. added - New construction

5. non-combustion fuel cells that convert natural gas, biogas, or hydrogen to electricity on-site.

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 November 14, 2022, by the following vote:
25 ORDINANCE NO. ________
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 November 28, 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
26 CITY COUNCIL STAFF REPORT ITEM NO. 5.3
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Adoption of an Ordinance amending Development Agreement 18-001 for the Lassen Road Townhomes project to revise the performance schedule to accommodate regulatory permitting of the off-site improvements (DAA 21-002).

RECOMMENDED ACTION
The Planning Commission and Staff recommend the City Council adopt an ordinance amending Development Agreement 18-001 for the Lassen Road Townhomes project (DAA 21-002).

SUMMARY

DISCUSSION

ATTACHMENTS

1. Ordinance Development Agreement Amendment 18-001

2. Exhibit A - First Amendment to DA18-001

3. Exhibit B - PC Resolution 22-22
Prepared by: Andy Ross
Senior Planner
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
27 ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

AN ORDINANCE APPROVING A FIRST AMENDMENT TO THE DEVELOPMENT

AGREEMENT WITH LD-FUND III LIVERMORE LAND, LLC FOR THE LASSEN

ROAD TOWNHOME PROJECT
(Development Agreement Amendment 21-002)
THE CITY COUNCIL OF THE CITY OF LIVERMORE DOES ORDAIN AS FOLLOWS:

Section 1. Authority. Pursuant to Government Code Section 65864 et seq., the City Council considers that certain document under City Application No. Development Agreement Amendment (DAA 21-002) and entitled “Development Agreement Amendment for the Lassen Road Townhome Project (“Development Agreement Amendment” or “Project”). The Development Agreement Amendment is attached as Exhibit A.

Section 2. Recommendation. The Planning Commission held a duly noticed public hearing on October 4, 2022, to consider adoption of the Development Agreement Amendment (DAA 21-002) and by its Resolution No. 22-22, attached hereto as Exhibit B, recommended that the City Council approve the Development Agreement Amendment.

Section 3. Public Hearing. Prior to taking action on the Project, and at a properly noticed public hearing, the City Council of the City of Livermore reviewed written and oral staff reports, conducted a public hearing on the Project and took testimony and received into the record all pertinent documents related to the Project (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this ordinance by reference.

Section 4. Environmental Review. The environmental impacts of the Project are within the scope of the Lassen Road Townhome Project Initial Study and Mitigated Negative Declaration adopted by the City Council on November 23, 2020.

Section 5. Consistency. The Project is consistent with the General Plan, any applicable specific plan, and the Livermore Development Code Chapter 9.04.

Section 6. Approval. The City Council has considered the findings made in Planning Commission Resolution No. 22-22, attached hereto as Exhibit B, and hereby adopts the same findings by this reference and incorporates them herein, and based upon the City Council’s own independent review of the Record Evidence and considerations, it hereby approves the First Amendment to the Development Agreement(DAA 21-002).
28 ORDINANCE NO. ___
Section 7. Signing Authority. The City Manager is hereby authorized to sign the First Amendment to the Development Agreement (DAA 21-002), attached hereto as Exhibit A, on behalf of the City of Livermore.

Section 8. Publication and Effective Date. This ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the city of Livermore within 15 days after its adoption and shall take effect and be in force thirty days from and after its adoption.

Section 9. Filing. Planning Manager is directed to file a Notice of Determination with the Alameda County Clerk.

Section 10. Recording. The City Clerk is directed to record the Development Agreement Amendment within 10 days after the effective date of the Development Agreement Amendment.

Section 11. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

Section 12. Severability. If any part of this ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing ordinance was introduced and its reading waived at the meeting of the City Council of the City of Livermore held on November 14, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

The ordinance was adopted and its reading waived at the regular meeting of the City Council held on November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________
Mayor, City of Livermore
29 ORDINANCE NO. ___
ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Kimberly Cilley
Marie Weber Kimberly Cilley
City Clerk Senior Assistant City Attorney
Exhibit A – Development Agreement Amendment
Exhibit B – Planning Commission Resolution 22-22
30 EXHIBIT A
31 EXHIBIT A
32 EXHIBIT A
33 EXHIBIT A
34 EXHIBIT A
35 EXHIBIT A
36 EXHIBIT A
37 EXHIBIT A
38 EXHIBIT A
39 EXHIBIT A
40 vii. In addition to, and concurrent with, the bonding required for the Project's Improvements (Sewer, Trail and Median Improvements), the Developer shall post a cash security for the Sewer and Trail Improvements ( collectively the "Cash Security") prior to recordation of the Final Map. The Developer shall provide (1) an Improvement Bond equal to 100% of the estimatedcost of theSewer and Trail Improvements as determined by the engineer's estimate provided by the Developer and approved by the City , plus administrative costs associated with administering the bond, and (2) a Cash Security to secure the timing of Developer's construction of the Sewer and Trail Improvements in accordance with the Improvement milestones in Section 3 below. The amount of the Cash Security shall be equal to 125% of the estimated cost to construct the Sewer and Trail Improvements as determined by the engineer's estimate provided by the Developer and approved by the City. The Cash Security shall be deposited by Developer into an escrow account at a title company acceptable to the City prior to recordation of the Final Map.
c. In addition to Developer's CEQA obligations in Section 2(a)(iv), Developer shall obtain all necessary approvals from all public agencies for the Sewer and Trail Improvements prior to construction of the Sewer and Trail Improvements. Developer is responsible for paying all costs associated with any environmental mitigation required by the public agencies (including acquiring property for mitigation purposes), for the Sewer and Trail Improvements, except for City's limited reimbursement obligations set forth in Sections 2(b)(iv) and (v).

3. Improvement Milestones: Developer's construction of the Sewer, Trail and Median Improvements shall occur as follows:
a. Developer agrees to use all commercially reasonable efforts and diligently pursue permitting and construction of the Sewer and Trail Improvements including timely responding to all requests for information and payment of fees by the City and the public agencies. In addition, until the completion of the Sewer and Trail Improvements, Developer agrees to meet and confer with City staff on a monthly basis, or any other reasonable time period determined by the City Manager, or his or her designee, to review the status of the applications for the Sewer/Trail Regulatory Approvals, and of the design and construction of the Sewer and Trail Improvements.. If the City determines that the Developer is not using commercially reasonable efforts to obtain the regulatory approvals or to design or construct the Sewer and Trail Improvements, the City can deliver written notice of default to Developer. If the Developer fails to cure the default within thirty (30) days, or, if the default cannot reasonably be cured within 30 days, Developer fails to diligently and continuously seek to cure the default, then the City in its sole discretion may either (i) withdraw from the Cash Security the applicable portion as set forth in Sections 3(b)(iv), 3(c)(ii) or 3(d)(ii), or (ii) withhold the issuance of further building permits until the default is cured.
b. Prior to issuance of a building permit for the 75th unit, Developer shall (i) complete construction of the Median Improvements and (ii) commence construction of the 7 EXHIBIT A
41 EXHIBIT A
42 EXHIBIT A
43 EXHIBIT A
44 EXHIBIT A
45 EXHIBIT A
46 IN THE PLANNING COMMISSION

OF THE CITY OF LIVERMORE

STATE OF CALIFORNIA

A RESOLUTION RECOMMENDING APPROVAL
Development Agreement Amendment (DAA) 21-002
Authorization of an amendment to Development Agreement 18-001, between the City of Livermore and Westgate Ventures to amend the performance schedule of off-site improvements as part of the Lassen Road Development Project located in the northwest quadrant of the 1-580 and First Street interchange On November 23, 2020, the City Council introduced an ordinance authorizing Development Agreement 18-001, for development of 186 residential dwelling units and related site improvements on approximately 35-acre site consistent with the amended General Plan and Zoning Map.

The City received an application for Development Agreement Amendment (DAA) 21-002 requesting an amendment to Development Agreement 18-001, between the City of Livermore and Westgate Ventures.

A Public Hearing Notice was duly mailed to neighboring property owners and published in a newspaper of local circulation.

The Planning Commission held a public hearing on October 4, 2022, considered the staff recommendation for approval, and heard public testimony.

NOW, THEREFORE, BE IT RESOLVED that the Planning Commission of the City of Livermore finds based upon the information presented that:

1. The Development Agreement provides benefit to the City.

Basis: The amended Development Agreement secures delivery of an upgraded sewer trunkline, which would ensure conveyance and treatment of wastewater to protect the public health and safety. The amended Development Agreement also includes completion of Trail T-6, identified in the Livermore Active Transportation Plan as a significant gap in the trial network providing a safe and comfortable connection north and south of 1-580. For these reasons, the amended Development Agreement provides benefit to the City

2. The Development Agreement is consistent with the purpose, intent, goals, policies, programs, and land use designation of the General Plan, and applicable Specific Plan and the Livermore Development Code. -1- Resolution No. 22-22

EXHIBIT B
47 Basis : The amended Development Agreement upgrades a sewer trunkline, which would ensure conveyance and treatment of wastewater to protect the public health and safety consistent with the purpose, intent, goals, policies, programs, of the General Plan. Further, the amended Development Agreement includes completion of Trail T-6, identified in the Livermore Active Transportation Plan, a significant gap in the trial network. The Trail would provide a safe and comfortable connection north and south of 1-580.

Completion of this trail segment is consistent with the purpose, intent, goals, policies, and programs, of the General Plan and the Active Transportation Plan to improve bicycle and pedestrian circulation and connectivity.

3. The Development Agreement complies with the requirements of the Government Code section 65864 through 65869.5.

Basis: Government Code sections 65864 through 65869.5 establish the State procedures by which a City may enter into a development agreement. The proposed amended Development Agreement has been prepared in accordance with the Livermore Development Code Chapter 9.04, Development Agreements, and all applicable State standards.

4. The project is covered under the Lassen Road Residential Development Project Initial Study/Mitigated Negative Declaration previously adopted by City Council on November 23, 2020 (State Clearinghouse Number 2019099018).

BE IT FURTHER RESOLVED by the Planning Commission of the City of Livermore that, based on staff recommendations, public testimony and the above findings, which are necessary to protect the public health safety and general welfare, the amendment to the Development Agreement 18-001 (DAA 21-002), enclosed hereto as Exhibit A, is recommended to the City Council for approval.

BE IT FURTHER RESOLVED that the Livermore Planning Commission recommends the City Council direct staff to file a Notice of Determination consistent with the provisions of the California Environmental Quality Act finding that the Development Agreement Amendments are within the scope of the previously adopted Mitigated Negative Declaration.

The documents that constitute the record of proceedings upon which this decision is based can be found in the Community Development Department 1052 S. Livermore Avenue, in Livermore, California.

On the motion by Commissioner Branning, seconded by Commissioner Stein, the foregoing Resolution was adopted at the Planning Commission meeting of October 4, 2022, by the following vote:
-2- Resolution No. 22-22

EXHIBIT B
48 AYES:

NOES:

ABSENT:

ANDERSON, BRANNING, DUNBAR, LEARY, STEIN.

NONE.

NONE.
by Steve Stewart, Planning Manager
Secretary to the Planning Commission
Exhibit A - First Amendment to Lassen Road Development Agreement 18-001 -3- Resolution No. 22-22

EXHIBIT B
49 CITY COUNCIL STAFF REPORT ITEM NO. 5.4
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Scott Lanphier, Public Works Director
SUBJECT: Resolution authorizing the execution of a five-year agreement with BrightView Landscape Services, Inc. for landscape maintenance services at both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1) in an amount not-to-exceed $1,000,000.

RECOMMENDED ACTION
Staff recommends City Council adopt a resolution authorizing execution of a five-year agreement with BrightView Landscape Services to provide landscape maintenance services at both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1), in an amount not-toexceed $1,000,000 over the five-year term.

SUMMARY
On September 21, 2022, City staff issued a public Request for Proposals for landscape maintenance services for the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1). Three service providers responded and all three were deemed responsive. The proposals included the service providers’ qualifications and standard monthly rates. The work includes standard landscape maintenance activities, annual weed abatement, irrigation inspections and repairs, and litter removal.

Staff recommends City Council adopt a resolution authorizing execution of a five-year agreement with BrightView Landscape Services. BrightView Landscape Services, with a total annual bid of $169,900, represents the best value to the city for landscape maintenance services based on total price, qualifications, experience, and overall quality of proposal.

DISCUSSION
The Maintenance Division of the Public Works Department is tasked with providing landscape maintenance services for both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1). Three service providers submitted proposals and qualifications which included a standard monthly cost for maintaining specified facilities, as well as additional hourly 50 rates should extra work be necessary. Brightview Landscape Services, Inc. was selected as the best value proposer.

Staff utilized a multi-step process in determining which landscape maintenance company represented the best value as defined by Livermore Municipal Code (LMC) 2.68.040. The credentials and proposals of each of the contractors were evaluated and assessed by staff’s contract evaluation team.

The three proposals were as follows:
• BrightView Landscape Services, Inc. - $14,158.38 per month • New Image Landscape Company - $20,337.66 per month
• Terracare Associates - $16,657 per month
BrightView Landscape Services, with a total annual bid of $169,900, represents the best value to the city for landscape maintenance services based on total price, qualifications, experience, and overall quality of proposal. BrightView has been the contractor managing the landscape maintenance at the Sage CFD and the Shea Center and Shea Business Center Landscape Maintenance Districts since 2018.

BrightView has a demonstrated record of providing quality service to public agencies, and has the knowledge, expertise, and staffing to meet the needs of the City of Livermore.

The term of the agreement will be five years. The total anticipated cost for this agreement is approximately $194,000 per year; with the base price for routine maintenance totaling $170,000 per year, and an additional $24,000 available for additional work, as conditions require. The total not-toexceed cost of the five-year agreement is $1,000,000. The term of the contract includes an agreed upon price change not-to-exceed the Consumer Price Index for all Urban Consumers (CPI-U) in the San Francisco-Oakland-Hayward, California area, from the prior calendar year CPI rate in April.

FISCAL AND ADMINISTRATIVE IMPACTS
The funding for this agreement is provided by both the Brisa Community Facilities District (2015-1) and the El Charro Community Facilities District (2012-1) and is currently budgeted on an ongoing basis.

ATTACHMENTS

1. Resolution

2. Exhibit A - BrightView Agreement
Prepared by: Marisa Gan
Recycling Specialist
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
51 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH BRIGHTVIEW LANDSCAPE SERVICES, INC. IN AN AMOUNT NOT-TOEXCEED $1,000,000 FOR LANDSCAPE MAINTENANCE SERVICES (Brisa, El Charro Community Facilities Districts)
The Maintenance Division of the Public Works Department is responsible for providing landscape maintenance services to the Brisa (2015-1) and El Charro Community Facilities Districts (2012-1).

On September 21, 2022, staff published a Request for Proposals for landscape maintenance services for the Brisa Community Facilities District and the El Charro Community Facilities District.

Three contractors responded with responsive proposals.

Staff evaluated the proposals and recommends that the City Council award an agreement to BrightView Landscape Services, Inc. as the best value bidder and reject all other bids or proposals.

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

1. The City Council authorizes the City Manager to sign, on behalf of the City of Livermore, an agreement with BrightView Landscape Services, Inc., attached hereto as Exhibit A and incorporated by this reference, for landscape maintenance services to the Brisa (2015-1) and El Charro Community Facilities Districts (2012-1) for a five-year term in an amount not-to-exceed $1,000,000. If exercised, the percentage increase in cost may not exceed the Consumer Price Index for all Urban Consumers (CPI-U) in the San Francisco-Oakland-Hayward, California area, from the prior calendar year CPI rate in April.

2. The City Council rejects all other bids or proposals.

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on November 28, 2022, by the following vote:
52 RESOLUTION NO. ________
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
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86 CITY COUNCIL STAFF REPORT ITEM NO. 5.5
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Jeramy Young, Police Chief
SUBJECT: Resolution authorizing the execution of an agreement with Peregrine Technologies, Inc. to provide data visualization software and services for the Livermore Police Department’s Real-Time Awareness Center (RTAC) and Department Operations Center (DOC) as part of Capital Improvement Project #2019-58 in an amount not-to-exceed $960,000.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a multiyear renewal agreement with Peregrine Technologies, Inc. beginning on December 15, 2022, through July 31, 2027, in an amount not-to-exceed $960,000 to provide visualization software and related technical support services for the Livermore Police Department’s Real Time Awareness Center (RTAC) as part of Capital Improvement Project #2019-58.

SUMMARY
On January 11, 2019, the City Council received a presentation from the Livermore Police Department (LPD) proposing to develop a Real-Time Awareness Center (RTAC) that could also function as a departmental operational center (DOC) in support of the City’s Emergency Operations Center (EOC) during a disaster. In preparation for the necessary data visualization software and integration of technology systems, the LPD entered into a one-year agreement with Peregrine Technologies on December 15, 2021, to evaluate the benefits of their technology platform in support of the Department’s RTAC mission. The initial development performed by Peregrine and support provided to the RTAC and field operations staff has exceeded expectations. The LPD recommends renewing the agreement with Peregrine through July 31, 2027.

DISCUSSION
The Livermore Police Department’s (LPD) Real-Time Awareness Center (RTAC), Project No. 2019-58, involved the conversion of a storage area at the Police Department into a RTAC. The RTAC was identified in the City Council’s FY 2019-21 Goals and Priorities with construction scheduled to be completed in December 2022. The RTAC will be a state-of-the-art tactical communications and real-time analysis policing center. It will provide real-time, actionable intelligence to dispatchers and officers in the 87 field and support Emergency Operations in the event of a local or regional disaster or emergency. The RTAC will include a video wall display allowing staff the ability to monitor events in real-time and actively support field activities. The RTAC will also serve as the LPD’s departmental operations center (DOC) when the City’s EOC is activated.

To support the RTAC’s capabilities and technical operations, extensive research was performed to identify an appropriate data visualization software platform that would be capable of integrating a diverse range of informational and visual data sources through one portal. In August 2020, the Fremont Police Department released a Request for Proposals to invite technology providers to propose, implement, and support a data visualization platform for real-time operations for the Police Department. The department’s focus was to capitalize on a wide and expanding range of technologies for efficient, effective, and smart policing. The requested solution was expected to integrate all types of data, from incoming 911 calls to community cameras in order to provide a greater awareness and intelligence to responding officers while improving situational awareness and safety. Fremont Police Department’s RFP presented the requirements necessary to qualify as the technology provider through a Scope of Services that was developed by gathering input from various internal stakeholders within the Police and Information Technology Departments.

In preparation for standing up the City’s RTAC, the LPD entered into a one-year agreement with Peregrine in 2021 to evaluate their capabilities to support the expected needs of the RTAC. During that one-year duration, Peregrine’s engineers and project development team have exceeded the Department’s expectations for integrating existing Dispatch and Records data alongside the City’s Traffic Engineering camera systems and the Livermore Valley Joint Unified School District’s campus video systems.

The first-year agreement with Peregrine was from December 15, 2021, to December 14, 2022, for $99,950. With the first-year agreement expiring, the Police Department is recommending a new multiyear renewal agreement to continue developing additional visualization capabilities, services, and additional integrations through July 31, 2027. The total agreement is for $960,000.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding for the Peregrine Technologies, Inc. visualization 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 ($100,000). The remaining necessary funds will be included in the Police Department’s FY 2023- 24 ($215,000), FY 2024-25 ($215,000), FY 2025-26 ($215,000), and FY 2026-27 ($215,000) annual operating general fund budgets for Police Information Technology. The total cost for the Peregrine Technologies software and services agreement is $960,000 for the full term of the agreement.

December 15, 2022 – July 31, 2023, $100,000
August 1, 2023 – July 31, 2024, $215,000
August 1, 2024 – July 31, 2025, $215,000
August 1, 2025 – July 31, 2026, $215,000
August 1, 2026 – July 31, 2027, $215,000

ATTACHMENTS

1. Resolution
88 2. Exhibit A - Peregrine Technologies Inc.

Prepared by: John Reynolds
Police Captain
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
89 RESOLUTION NO.

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

MULTI-YEAR RENEWAL AGREEMENT WITH PEREGRINE
TECHNOLOGIES, INC. IN AN AMOUNT NOT-TO-EXCEED $960,000 TO

PROVIDE VISUALIZATION SOFTWARE AND RELATED TECHNICAL

SUPPORT SERVICES FOR THE LIVERMORE POLICE
DEPARTMENT’S REAL-TIME AWARENESS CENTER (RTAC) AS
PART OF CAPITOL IMPROVEMENT PROJECT #2019-58.

On December 15, 2021, the Livermore Police Department entered into a one-year agreement with Peregrine Technologies, Inc. for $99,950 to provide visualization software and related technical support services for the Livermore Police Department’s Real-Time Awareness Center. The new software system was successfully implemented with the agreement due to expire on December 14, 2021. Peregrine Technologies, Inc. software system has exceeded the Department’s expectations for integrating existing Dispatch and Records data alongside the City of Livermore’s Traffic Engineering camera systems and the Livermore Valley Joint Unified School District’s campus video systems.

The proposed Peregrine Technologies, Inc. Software License Agreement will cover five years extending the maintenance period to July 31, 2027, to ensure ongoing integration, maintenance, and support for the City's public safety visualization 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 Peregrine Technologies, Inc., attached hereto as Exhibit A, for continued software integration, maintenance, and support for the public safety visualization software system in an amount not-to-exceed $960,000.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Tara Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A – Agreement with Peregrine Technologies, Inc. 90 Agreement for Services Page 1
Rev. 09.2021

AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered into this day of ,
2022, by and between the City of Livermore (“City”), a municipal corporation, and Peregrine Technologies, Inc. (“Contractor”), a Delaware based corporation.

RECITALS
City requires services to provide an integrated software solution and data visualization platform for the Police Department's Real Time Awareness Center (RTAC).

Contractor warrants it possesses the distinct skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Contractor acknowledges City has relied upon these warranties to retain Contractor.

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

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

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

3. Description of Services. Contractor shall provide services to provide an integrated software solution and data visualization platform for the Police Department's RTAC as more particularly set forth in Exhibit "A" (collectively “the Services”).

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

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

Should Contractor fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor;
(l) If applicable, Contractor shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Contractor shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and,
(m) Contractor’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as applicable regulations and guidelines issued pursuant to the ADA. 22-0108 JKS/TMM
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EXHIBIT A
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5. Compensation and Payment.
(a) The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $960,000 ("not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Contractor’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Contractor, its agents, and employees to provide the Services.
(b) City shall pay Contractor no later than 30 days after City receives a written invoice from Contractor and verifies the Services were performed for the payment requested.

6. Term. The term of this Agreement commences on December 15, 2022, and terminates upon the completion of the Services or July 31, 2027, whichever occurs first.

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

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

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

10. Confidentiality. Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.
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EXHIBIT A
93 Agreement for Services Page 4
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11. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City.
(a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.
(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

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

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

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

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

15. Conflict of Interest. Contractor represents that no City employee or official has a financial interest in Contractor. Contractor shall not offer, encourage, or accept any financial interest in any part of Contractor's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any 22-0108 JKS/TMM
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of the Services are paid by reimbursement from an agreement between City and a private party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

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

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

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

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

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

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

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

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

TO CITY: Attention: Robin Morris
City of Livermore
1110 S Livermore Avenue
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Livermore, California 94550
TO CONTRACTOR: Attention: Nicholas Noone, Pres. & CEO - [email protected] Peregrine Technologies, Inc.
130 Bush St. 8th Floor
San Francisco, CA 94104

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

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

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

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

27. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Attachment List on the Next Page
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In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

CONTRACTOR: Dated:
____________________________ ___________________________ By: Nicholas Noone
Title: President & CEO
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
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EXHIBIT A
97 Exhibit A – Scope of Work
Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

Proposal Presented to the Livermore Police Department
Peregrine Technologies, Inc.
10/27/2022
Executive Summary ............................................................................................................................................... 1 Providing Value for the Livermore Police Department.............................................................................................. 1 Our Software ............................................................................................................................................................. 1 Peregrine for the Livermore Police Department .................................................................................................... 2 Our Background......................................................................................................................................................... 2 The Peregrine Platform.............................................................................................................................................. 2 The Peregrine Delivery & Implementation Program ................................................................................................. 4 Project Cost................................................................................................................................................................ 7 Appendix A: Select Data Analysis Tools ................................................................................................................. 8 Appendix B: Privacy, Civil Liberties & Security ....................................................................................................... 9 Granular Data Security, Access, and Usage Controls................................................................................................. 9 Auditability and Logging of User Actions................................................................................................................... 9 Continuous Security and CJIS Compliance................................................................................................................. 9 Appendix C: Selection Criteria for Fremont RFP ................................................................................................... 10 Appendix D: Peregrine Software License Agreement Terms and Conditions........................................................ 12 Appendix E: Customer Order Form ...................................................................................................................... 19 EXHIBIT A 22-0108 JKS/TMM
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EXHIBIT A
98 10/27/2022
1 Proprietary and Confidential
Executive Summary
Peregrine is excited to continue to partner with Livermore Police Department (LPD) to deliver a real time data visualization platform to serve as a key component of the Real Time Information Center (RTIC). Our operating model is to continue to work closely with our customers to implement the Peregrine platform, and we will work with Livermore Police Department to develop standard operating procedures to continue Phase 1 and implement Phase 2 of the LPD project with ongoing partnership to deliver success over time.

The Peregrine platform is centered around integrating myriad data sources to provide a current and complete operational picture and maximize situational awareness. We understand the Intelligence-led Policing model and philosophy, and our objective is to help LPD achieve their goals in reducing crime and making their city safer for the communities they serve.

Providing Value for the Livermore Police Department
In continuation of the limited scope Phase 1 implementation, Peregrine will now implement Phase 2 where critical LPD datasets will be integrated to further advance efficiency, previously unknown connections, and access to LPD data with intentional granular security permissions for each user.

Our Software
Peregrine provides a secure, interoperable, CJIS-compliant software platform that empowers government organizations to make faster, more precise, and more informed decisions in real time. Our platform can integrate data of any type, from any source, at any scale to make it immediately useful to users of any level of technical background. The Peregrine platform eliminates hours of manual, error-prone, and complex data processing so that LPD personnel can focus on surfacing accurate insights, accelerating operations, and making confident decisions based on trustworthy data assets. Peregrine does not provide or create new data for its customers—our platform integrates existing data and then makes it available to end users within a single platform.

The platform provides an intuitive user interface that will enable personnel to efficiently leverage data across a variety of use cases, including but not limited to:
• agency-wide search and information retrieval
• real-time situational awareness, alerting, and analysis • investigations
• resource planning and optimization
• executive reporting, dashboarding, and requests for information • secure collaboration within and across departments
• transparency and community engagement
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Peregrine for the Livermore Police Department
Our Background
Peregrine was founded in 2017 with the goal of empowering organizations like the LPD to make data-driven decisions based on data integrated across otherwise siloed systems. The Peregrine team has decades of experience building enterprise software alongside government and non-government entities. We are based in San Francisco, California and have partnered closely with several municipal Bay Area police departments to bring cutting-edge technologies to vital public servants while recognizing and respecting the critical security, privacy, and transparency principles that communities demand from government agencies.

Our professional support team has extensive experience working directly with officers, analysts, investigators, administrative personnel, executive staff, and senior leaders.

The Peregrine Platform
To deliver on the above use cases, Peregrine proposes deployment of the Peregrine platform, a web-based, CJIScompliant software-as-a-service (SaaS) that provides a single point of access to integrate, discover, view, and analyze data from LPD-defined data sources. We designed the Peregrine platform with police departments in mind, making it uniquely suited to the needs of LPD. The platform performs several critical functions including data integration, search and information retrieval, advanced analytics, data management, reporting, data exchange and sharing, access control, audit logging, and security.

The Peregrine platform provides an efficient method for turning large amounts of raw data into actionable information. Peregrine does not provide nor create new data for its customers—our platform integrates existing data and makes it available to end users in a decision-ready state.

DATA INTEGRATION & MODELING
The LPD has volumes of valuable data, but that value cannot be unlocked because data is scattered across separate systems, siloed in ways that prevent it from being understood and analyzed together. The Peregrine platform is built to rapidly integrate, clean, transform, and model large amounts of raw data from disparate systems and continuously surface actionable information while reducing manual processing needs.

Peregrine Unlocks Data Sources by Integrating Them into a Single, Secure Platform EXHIBIT A 22-0108 JKS/TMM
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The platform securely integrates data in near-real time to ensure that users have the most current and reliable information when and where they need it. As data flows into the platform, granular security controls, retention policies, and changes from underlying systems are continuously monitored and applied.

As soon as data enters the platform, it is mapped to an agency-specific data model that is molded to the unique operations of the LPD. This data model provides a dynamic representation of all data – entities, locations, events, and the links between them. Harmonizing multisource data into one data model allows users to smoothly analyze data without requiring a technical understanding of the underlying source systems themselves.

The data model is a dynamic layer of the Peregrine platform, one that can evolve and adapt in response to changes in the LPD’s underlying data systems, even as those systems are upgraded or swapped out. Most often we find that an agency’s data needs are fundamentally dynamic, but the systems that hold the data are static; Peregrine’s data model responds dynamically to changes so that LPD can power its operations through the Peregrine platform even as its technology infrastructure and operational needs evolve.

SEARCH & INFORMATION RETRIEVAL
Once data is integrated into the Peregrine platform, it is immediately accessible through front-end applications. Personnel can easily search for data and filter based on criteria relevant for their investigations, analysis, or other workflow. The Peregrine platform is intuitive to use, allowing personnel of varying technical abilities, skillsets, and functions to surface information that is relevant to them and streamline their unique search workflows.

The platform is designed to be walk-up usable; new users of the platform can immediately surface, analyze, and action data by navigating the platform’s intuitive user interface and applications. These users have multiple ways to surface and view relevant information, allowing them flexibility to approach questions and decisions in ways that best suit them.

These features mean that users arrive at answers more quickly and with greater accuracy, saving time and effort.

EXPLORATION, VISUALIZATION, & REPORTING TOOLS
The Peregrine platform provides a powerful suite of tools for the exploration, visualization, and reporting of data. These tools enable personnel to create dynamic data products and reports—such as interactive maps, network graphs, and dashboards—that automatically update as new data flows into the platform. Personnel can smoothly move data between analytical tools, viewing the same data in different modalities without having to log into different systems or applications.

For more information about some of the platform’s analysis tools, please see Appendix A: Select Data Analysis Tools.

PERMISSION-BASED COLLABORATION & SHARING
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community. The platform’s granular access and usage control capabilities prevent unauthorized or inappropriate use or sharing of sensitive data while allowing agencies and departments to share information with their partners in a deliberate, precise, and auditable manner. For more information on the platform’s auditing capabilities, please see Appendix B: Privacy, Civil Liberties & Security.

Collaboration in the Peregrine platform extends beyond simple data sharing; it also allows for multiple users to work within the same application at the same time across multiple devices and locations. The platform’s collaboration features compound the value of users’ work by dynamically connecting them in real time with other users who are working with or interested in the same data. In this way, the Peregrine platform generates opportunities for users to improve the quality and speed of their answers by connecting them to users who are asking the same question.

PRIVACY, CIVIL LIBERTIES, & SECURITY AS A FIRST-ORDER PRIORITY From its founding, Peregrine has held the advancement of privacy, civil liberties, and security as a core value of our company and a core element of our platform's architecture. Robust privacy, security, and audit control features are ingrained in the back-end data integration tools and the front-end applications of Peregrine’s platform. These features enable our platform to provide outsized value at agencies like LPD that operate inside a closed network with stringent data security requirements.

OPENNESS & INTEROPERABILITY
Openness and interoperability are non-negotiable features for modern organizations. The Peregrine platform was designed for complete systeminteroperability and supportsthe integration of any type,format, or volume of data, including data from existing and future systems.

We have extensive experience integrating record management systems (e.g., RIMS), computer aided dispatch systems (e.g., RIMS), body-worn cameras and evidence capture devices (e.g., AXON, Evidence.com), geospatial tools (e.g., Esri), video recording solutions (e.g., Avigilon), automatic license plate readers (e.g., Flock, Vigilant), GPS location data, real- time sensor data, case management systems, evidence management systems, arrest records, search warrant data, subpoenaed data, and unstructured data such as documents, imagery, and video repositories.

Peregrine is also deployed with a suite of powerful Application Programming Interfaces (APIs) that allow the LPD to automatically integrate data from its many software investments.

The Peregrine Delivery & Implementation Program
We engage with each of our customers through a firm-fixed-price annual software license agreement. That license includes all needed support to achieve project objectives.

Implementation team. Peregrine implementation teams consist of software engineering, product development, human-centered design, user engagement, and training experts. The Peregrine implementation team will provide continuous support and collaborate closely with the LPD to provide use case development, data modeling, data integration, training curriculums, use case / workflow development, and continuous support. This team is committed to ensure that the Peregrine platform is quickly deployed, securely configured, and adopted for its intended purpose and generates outsized value for LPD personnel and stakeholders.

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Solution timeline. Peregrine’s modern data transformation technologies allow our software platform to come online in weeks or months as opposed to years. Once deployed, the LPD’s new data system investments can be rapidly integrated and legacy data systems can be sunset without losing legacy data.

Implementation model. Each Peregrine platform implementation consists of four steps to maximize success and impact at the outset of our partnership. These steps typically enable implementation and use within 90 days.

Milestone Delivery Deliverable
1 – Kickoff and
Scoping
Week 2 1. Determine priority order of data integrations and user groups

2. Facilitate Peregrine team access to data sources and initial users

3. Set up project team and steering committee
2 – Data Integration,
Data Modeling, and
User Discovery
Month 1 1. Deploy the Peregrine platform

2. Ingest, integrate, transform, model, and validate data sources

3. Configure permission controls

4. Introduce platform to the first set of users

5. Conduct 45-day steering committee review
3 – Real-time
Workflows and
Analytics
Month 2 1. Initiate user training

2. Develop and implement user and team-specific workflows 4 –
Operationalization
and Next Steps
Month 3 1. Continue collecting feedback and improve user workflows

2. Validate work based on actionable results

3. Identify next steps

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Data sources. The Peregrine platform can integrate data of any type and format from any source system. As part of the implementation for LPD, we propose integrating the following data sources:

Type Vendor Integration* Notes
CAD RIMS Existing Database integration
RMS RIMS Existing Database integration
VMS Avigilon Existing Database integration
ALPR Vigilant Within 30 days API
ALPR Flock Within 30 days API
Body-worn camera Axon Within 30 days API
Accident and Citation Crossroads Within 30 days Database integration Bulletins APBNet Within 90 days LPD user import
Public data CLEAR Within 90 days LPD user import
Public data FirstTwo Within 90 days LPD user import
Ballistic Evidence NIBIN Within 30 days Database integration Call Detail Records Major carriers Within 30 days LPD user import County database CRIMS Begin August 2023 Federated query (regional project)
* Integration timelines provided are from date of access to data sources Peregrine’s implementation team will work with LPD to get access to appropriate data sources in a timely manner; however, please note that the timeline for implementation is highly dependent on access.

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Project Cost

PLATFORM PRICING
Based on our understanding of the LPD’s needs, Peregrine proposes a firm-fixed-price software license fee of $225,00 per year. The standard implementation fee of $225,000 will be waived with a multi-year commitment.

This firm-fixed-price license includes all ongoing support, data integration maintenance, workflow development, and user training to ensure that the LPD receives outsized impact from its deployment of Peregrine’s software platform. Peregrine does not charge for travel or other miscellaneous expenses.

Thus, the total for years one (1) through five (5) shall not exceed $1,000,000.00, due to Peregrine in five (5) annual payments outlined below in the Detailed Cost Schedule.

The initial payments shall be due net 30 days from receipt of invoice. [Livermore Police Department]– Detailed Cost Schedule
Software Licensing – other than or in addition to annual subscription Not applicable Up-Front Implementation – training, user adoption, workflow development, initial installation, data conversion, integration, modeling, etc.
$225,000 (waived)
Annual Subscription, Five (5) Years – includes operating and maintenance, support, data conversion, data integrations to meet project objectives
See the following rows
Year One (POP) December 15, 2022 – July 31, 2023 $100,000 Year Two (POP) August 1, 2023 – July 31, 2024 $215,000
Year Three (POP) August 1, 2024 – July 31, 2025 $215,000 Year Four (POP) August 1, 2025 – July 31, 2026 $215,000 Year Five (POP) August 1, 2026 – July 31, 2027 $215,000 The price quoted in this proposal will be honored for thirty (30) days from the delivery date of 10/20/22. Please note that the pricing outlined above is based on Peregrine’s current understanding of the LPD’s anticipated scope of work and objectives and may change.

The above licenses for Peregrine's software can be procured directly through an existing, pre-competed contract with the city of Fremont, CA. The Peregrine platform was selected by Fremont after full and open competition. The awarded contract includes a provision allowing other California government entities to utilize this contract vehicle without the need for additional competitive procedures. For more information, please see Appendix C: Selection Criteria for Fremont RFP.

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Appendix A: Select Data Analysis Tools
Geospatial Analysis Tool. To better understand geographical assets, events, and trends, the Peregrine platform includes an interactive Map application. The Map allows users to conduct visually intuitive geographical analysis on all agency data, both historical and in real-time. Users can surface trends, make connections, filter to areas of interest, drill into specific events, particular time periods, and add new layers of relevance on top as needed.

The Map is designed for next-generation geographic contextual and situational awareness, allowing users to explore and answer specific questions with the most relevant data. The Map is intuitive for all personnel whether they are consuming pre-built analyses, conducting ad-hoc searches, or creating complex geospatial products from scratch.

Link Chart Analysis Tool. The platform’s Link Chart aids in the discovery and visualization of connections between otherwise disconnected data. The Link Chart allows users to discover links between people, places, entities, and events across one or multiple degrees of separation. Peregrine’s platform also automatically extracts links from both structured and unstructured data to illuminate connections between people, places, events, documents, and media data without requiring manual processing. For example, an address written in narrative form within a scanned document can be automatically linked to a person living at that address or to a vehicle registered there.

Reports & Dashboards. The platform’s report and
dashboard applications provide configurable, real-time executive summaries to inform situational awareness, statistical analysis, and decision making. Reports and dashboards are configurable to meet the unique needs and visual preferences of individual users. All reports and dashboards are directly connected to real-time data feeds, empowering users to drill down from high-level summary information to the most granular context with a single click. Once a user creates a dashboard, they can continue to use it indefinitely—and share it as needed.

Temporal Analysis Tool. By centralizing data—and all associated metadata—from data systems, users can understand and surface trends over time. Through an intuitive interface, users can analyze how, e.g., calls for service or types of incidents vary by day of week and time of day. Peregrine supports robust search and query capabilities at the day of week and hour of day level, enabling users to conduct analysis over specific units, in specific shifts, at specific locations. As a result, organization can make more informed, data-backed resourcing decisions to more effectively meet mission outcomes.

Real-Time Alerting. With all data centrally located, users can receive real-time notification on new data from any source system. The Peregrine platform’s alerting technology can notify specific users if a pre-defined data entity was added or removed, viewed, downloaded, renamed, or shared. This includes geo-fenced areas or user-defined polygons. For instance, if a neighborhood is experiencing a trend in a type of crime, a Peregrine user can create an alert through the platform’s “follow” feature. If another similar crime occurs in the defined area, a real-time notification will be sent to all users following this alert via email, SMS, or both.

Peregrine is also delivered with extensive tabular analysis tools and a variety of other analytical capabilities.

Receive additional information on Peregrine analysis tools by reaching out to the Peregrine support team.

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Appendix B: Privacy, Civil Liberties & Security
From its founding, Peregrine has held the advancement of privacy, civil liberties, and security as a core value of our company and a core element of our platform's architecture. Robust privacy, security, and audit control features are engrained in the back-end data integration tools and the front-end applications of Peregrine’s platform.

Peregrine helps organizations build and maintain trust with their partners and communities by delivering three key platform capabilities:
• granular data security, access, and usage controls
• auditability and logging of user actions
• continuous security and CJIS compliance
Granular Data Security, Access, and Usage Controls
The Peregrine platform’s access and usage control capabilities allow organizations with stringent security requirements to share information with their partners in a deliberate, precise, and auditable manner while preventing unauthorized or inappropriate use of sensitive data.

To accomplish that, the Peregrine platform’s security model delivers precision data-handling and multi-level security capabilities that support several vital data security and privacy protections. The platform enables users with multiple and varying access permissions to interact appropriately with data in real-time, seeing only data they are authorized to see and using or sharing it only in ways for which they have authorization.

The Peregrine platform easily integrates with any existing single sign-on provider, ensuring users have a familiar, secure sign-on experience and administrators maintain single-source control over access to multiple applications within the network. The Peregrine platform is out-of-the-box compatible and easy to integrate with most identity providers, including ADFS, Okta, and PingFederate.

Auditability and Logging of User Actions
Peregrine logs all user actions that take place within the platform and maintains granular, permissioned audit trails that allow agency administrators to review and analyze all user activity. This provides organizations with comprehensive visibility, simplifies the enforcement of policies and procedures, and enhances internal reviews and investigations.

In each of these areas the Peregrine platform improves on legacy systems, which are often opaque, lack security, and are cumbersome to audit. The platform thus enables organizations to meet rising public expectations for accountability, privacy, transparency, and proper use of data.

Continuous Security and CJIS Compliance
Peregrine maintains CJIS-compliant policies and procedures for securely storing, handling, and transmitting data.

By default, our platform encrypts all data both in transit and at rest and uses secure, government-accredited cloud hosting infrastructure (AWS GovCloud). Peregrine adheres to FIPS 140-2 cryptographic standards.

Peregrine provides modern as-a-service delivery and modernization of its software platform. This means that customers receive regular updates, performance improvements, bug fixes, and security patches on a continuous basis with little to no downtime or systemwide effects.

Testing standards deployed by Peregrine meet industry frameworks such as Microsoft SLDC and are designed to remediate vulnerabilities and security risks.

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Appendix C: Selection Criteria for Fremont RFP
BACKGROUND: On August 21, 2020, Fremont Police Department staff issued a Request for Proposals (RFP #21- 008) inviting proposals from technology providers to provide, implement and support a data visualization platform for real time operations for the Fremont Police Department. The department sought to capitalize on a wide and expanding range of technologies for efficient, effective, and smart policing. A platform that integrates all data, from incoming 911 calls to nearby community cameras, would provide greater awareness and intelligence to responding officers, improving situational awareness and safety. The RFP presented the requirements necessary to qualify as the technology provider through a Scope of Services that was developed by gathering input from various internal stakeholders within the Police and Information Technology Departments.

DISCUSSION/ANALYSIS: The RFP closed on September 14, 2020. The City of Fremont received ten total proposals.

The proposals were evaluated using the following criteria:

1. Review and confirmation of all required submittals with the appropriate authorized signatures, insurance documentation, and potential conflict of interest disclosures;

2. The qualifications of the Provider, including experience and references with California law enforcement agencies.

3. Overall quality and comprehensiveness of responsiveness to the scope of services in the RFP, with an emphasis on functional and technology requirements; and Staff Report (ID # 4278) Meeting of March 2, 2021

4. The total annual cost for a five-year period for the product, implementation, training, service, and maintenance.

Staff reviewed the proposals and determined that numerous vendors were cost prohibitive and thus eliminated from consideration. Three vendors were selected to provide a thorough virtual demonstration of their technology product (Peregrine Technologies, Fusus, and Motorola Solutions). They were selected based on the above criteria, but primarily on the quality and scope of their proposal as it reflected the Fremont Police Department’s technology needs. The candidates were asked to: demonstrate their functional requirements, to include video and camera features, connectivity, and analytics; show an optimal workflow example of a police incident utilizing incident information and available data points and resources; explain prominent features and a road map for future capabilities and enhancements; and show specific data search capabilities and investigative tools and resources, if available. The vendors were also asked to satisfied IT requirements, to include data integration, software updates/releases, system availability, customer services protocols, and necessary CJIS and FIPS requirements.

The range of a five-year total cost proposal was from $490,000 to $2,500,000. The three selected candidates listed $490,000-$747,500 (five-year total). The review panel consisted of representatives from PD command staff, business services, patrol, dispatch, crime analysis, and the information technology department. Peregrine Technologies was the vendor with the highest overall score by the review panel. Fremont City staff performed reference checks with the San Pablo (CA) Police Department and the Albuquerque (NM) Police Department. Both law enforcement agencies expressed favorable reviews for Peregrine Technologies for the team’s staff performance, technology platform, responsiveness to requests, innovation, and overall value to the departments’ future technology goals.

PIGGYBACK CLAUSE: Fremont Police Department included in the RFP and completed Peregrine contract (21-0113 – Section 28) stating:

28.COMPETITIVE PROCUREMENT SELECTION PROCESS. The competitive procurement selection process by which City of Fremont contracts with Consultant may be acknowledged and used by other California government entities to replace their respective competitive procurement selection process for RFP purposes such that other government entities may contract with Consultant for the same or substantially similar product(s) or service(s) without undergoing a separate competitive procurement selection process. Accordingly, the terms, and conditions of this contract executed between City of Fremont and Consultant may be used by other government entities to contract with Consultant for the same or substantially similar product(s) and service(s) under either the same or a separate EXHIBIT A 22-0108 JKS/TMM
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contract; provided for clarity that the pricing applicable to other government entities may differ depending on the nature of Consultant's engagement with such government entity.

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Appendix D: Peregrine Software License Agreement Terms and Conditions These Terms and Conditions govern the provision of the services described on the attached Order Form (“Order Form”) by Peregrine Technologies, Inc. (“Peregrine”) to you (“Customer”). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.

1. Definitions.
“CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center. “Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies. “Customer Data” means any of Customer’s data, information, documents or electronic files that are provided to Peregrine via the Services or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine’s integration with the Service. “Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all installer’s, operator’s and user’s manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
“Professional Services” has the meaning specified in Section 2.2. “Service” means Peregrine’s web and iOS mobile applications that assist Users with criminal investigations and police leadership decision making. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2. “SOW” has the meaning specified in Section 2.2.
“Third Party Data” means any third party databases that Peregrine licenses from third party vendors and makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data. “Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may access the Service) and that have been supplied user identifications and passwords by Peregrine.

2. Provision of the Service and Additional Services.

2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Peregrine shall provide Customer with the right to: (a) access and use the Service for up to the number of Users set forth in the Order Form, and (b) to download and reproduce the applicable Documentation solely for internal use in association with the Service. Peregrine shall provide Customer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“Onboarding and Training Services”), and (iii) telephone and standard technical support to Customer during normal business hours (“Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.

2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this Agreement that describe such scope and fees (an “SOW,” and such services, the “Professional Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below.

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2.3. Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Services. Peregrine agrees to, and cause its personnel to, abide by Customer’s facilities access and use policies as provided by Customer to Peregrine in writing in advance of any on-site visits. Customer will also permit and enable Peregrine to have offsite access to Customer Data and the Customer’s production platform for the Service in order to provide the Service, Technical Support and Professional Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS-defined policies for remote access.

2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Services hereunder. Peregrine shall also, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.

2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.

2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.

3. Use of Service.

3.1. Users. Customer may grant access to the Service to only the number and type of Users specified on the Order Form. Customers shall ensure that its Users do not share or transfer their User credentials to other Customer employees or any other individuals.

3.2. Customer Responsibilities. Customer is responsible for all activities that occur under User accounts.

Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; and (d) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.

3.3. Use Restrictions. Customer shall use the Service solely for its internal business purposes in accordance with this Agreement. Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access to the Service or its related systems or networks.

3.4. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will EXHIBIT A 22-0108 JKS/TMM
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only provide access to the Service and any Third Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform independent employment background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.

3.5. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so.

Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.

3.6. Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers provided that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.

4. Fees & Payment.

4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs.

4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.

4.3. Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights.

5.1. Peregrine Technology. The Service includes (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology, including graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services (collectively, “Peregrine Technology”). Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth Section 5.2 below, no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, “Peregrine Technology” does not include Customer Data.

5.2. License Grant. Peregrine grants Customer, during the term of this Agreement, a worldwide, non-exclusive, non-transferable (except in accordance with Section 12.6), non-sublicenseable right to access and use the Service, and to permit the number and type of Users specified on the Order Form the right to access and use the Service during the terms of the applicable User subscriptions, in each case solely in accordance with the terms of this Agreement.

5.3. License Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Service or Peregrine Technology; (b) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets; or (c) disassemble, reverse engineer, or decompile the Service or Peregrine Technology, or (d) access the Service in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service.

6. Data Access, Sharing and Security.

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6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Customer’s usage of the Service (e.g., frequency of logins) (“Peregrine Insights”) and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (“Aggregated Data”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security Policy. The hosting facility for the Service uses state-of-the-art access control technologies that meet or exceed CJIS requirements. In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to CJIS requirements.

6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine’s applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

7. Confidentiality.

7.1. Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, the Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes.

7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.3. Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.4. California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act.

7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

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8. Warranties & Disclaimers.

8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, AND WITHOUT LIMITING PEREGRINE’S

OBLIGATIONS SPECIFIED IN THIS AGREEMENT, PEREGRINE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS,

IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification.

9.1. General Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors, officials, agents, volunteers and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party (A) arising out of or in connection with Peregrine’s negligence or willful misconduct in the performance of the Services under this Agreement, or its failure to comply with any of its obligations contained in this Agreement, or its failure to comply with any applicable law or regulation, except to the extent any such claim is caused by the negligence or willful misconduct of Customer, or (B) alleging that the Service as provided to Customer hereunder infringes any U.S. intellectual property rights of a third party (each, a “Customer Claim”), and shall indemnify and hold Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney’s fees, awarded by a court or agreed to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer); and (c) provides to Peregrine, at Peregrine’s cost, all reasonable assistance.

Peregrine shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine, (iii) any combination of the Service with services or technologies not provided by Peregrine, or (iv) Customer’s use of the Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1. If in Peregrine’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.

9.2. PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or subcontractor of Peregrine providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the payment of any employee and/or employer contributions for PERS benefits on behalf of Peregrine or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Customer..

10. Limitation of Liability.

10.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY

TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL EXHIBIT A 22-0108 JKS/TMM
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DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Term & Termination.

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (“Term”), unless earlier terminated in accordance with the Order Form or Section 11.2

11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period.

Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination. Notwithstanding the foregoing, if Customer terminates the Agreement pursuant to this Section 11.2 Peregrine will refund pro-rata share of Service Fee.

11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.

11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5 (excluding Section 5.2), 6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.

12. General Provisions.

12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix D: Insurance

12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.

12.3. Conflict of Interest. Peregrine may serve other clients, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Peregrine shall not employ any Customer official in the work performed pursuant to this Agreement. No officer or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

12.4. Peregrine’s Books and Records. Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer. Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.

12.5. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the nonperforming party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

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12.6. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as applicable.

12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.

12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in Alameda County, CA or in the United States District Court for the Northern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.

12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion

12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.

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Appendix E: Customer Order Form

PEREGRINE CUSTOMER ORDER FORM
Customer Information
Customer Name: Livermore Police Department Contact: Greg Park Address: 1110 S Livermore Ave., Livermore, CA
94550
Phone: 925-371-4900
Email: [email protected] Fax: N/A
Peregrine Services
Effective Date: December 15, 2022
Term: From the Effective Date through July 31, 2027 (“Initial Term”).

Service Fee: Customer shall pay Peregrine an annual service fee within 30 days of the start of each annual period as follows
a. Year 1 – December 15, 2022 - July 31, 2023: $100,000 b. Year 2 – August 1, 2023 – July 31, 2024: $215,000
c. Year 3 – August 1, 2024 – July 31, 2025: $215,000
d. Year 4 – August 1, 2025 – July 31, 2026: $215,000
e. Year 5 – August 1, 2026 – July 31, 2027: $215,000
Users: Customer may allow an unlimited number of employees of the Livermore Police Department to access and use the Service.

Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.

Professional Services: The Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: RIMS CAD and RMS (existing), Avigilon VMS (existing), Vigilant ALPR, Flock ALPR, EXHIBIT A 22-0108 JKS/TMM
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Axon body-worn camera, Crossroads accident and citations, APBNet bulletins (user import), CLEAR (user import), First Two (user import), NIBIN Ballistics evidence, Call Detail records (major carriers), CRIMS (federated query)
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in an SOW.

For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions.

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EXHIBIT B

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

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation and Employer's Liability:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.
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CITY COUNCIL STAFF REPORT ITEM NO. 5.6
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Jeramy Young, Police Chief
SUBJECT: Resolution authorizing a general fund supplemental appropriation of $178,436 and execution of a purchase order with Motorola Solutions for the purchase of two radio consoles to support Livermore Police Department’s Real Time Awareness Center (RTAC) in an amount not-to-exceed $178,436.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing a general fund supplemental appropriation of $178,436 and execution of a purchase order with Motorola Solutions for the purchase of two radio consoles to support the Livermore Police Department’s Real Time Awareness Center (RTAC) in an amount not-to-exceed $178,436.

SUMMARY
The RTAC at the Livermore Police Department is currently under construction and will be a state-of-theart tactical communications and real-time analysis policing facility. When operational, the RTAC will provide real-time, actionable intelligence to dispatchers and officers in the field. The RTAC facility will also serve as the Emergency Operations Center for the police department. The purchase of this equipment is essential to the operation of the RTAC which will enhance the ability of the Department to better serve the community.

DISCUSSION
The RTAC will have video monitors to assist with monitoring areas around the City to better communicate with staff in the field. Having the radio consoles allows the staff to speak directly with officers on the street, responding to incidents as they are happening, as well as being able to update Dispatch with pertinent information in a dynamic format. Additionally, the radio consoles give staff in the RTAC the ability to communicate with outside agencies when the EOC is activated.

Motorola Solutions was chosen as the vendor using the Communications System Agreement (CSA) between East Bay Regional Communications System Authority (EBRCSA) and Motorola Solutions, Inc. dated July 7, 2009, eliminating the need for the competitive bid process. This equipment is compatible 121
with our existing radio system and provides for seamless integration.

FISCAL AND ADMINISTRATIVE IMPACTS
The total project amount is $178,436. The equipment was originally budgeted in CIP Project 2019-58, but costs have increased substantially for this equipment. In addition, it was determined that two consoles were necessary for the RTAC to function optimally as opposed to the original plan for a single console. Current available funding is $143,006. The balance of the funding required is $35,430 and will be addressed in the FY 2022-23 mid-year budget process through salary savings from vacant positions.

ATTACHMENTS

1. Resolution

2. Exhibit A - Motorola Solutions Scope of Work
Prepared by: John Reynolds
Police Captain
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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RESOLUTION NO.

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A GENERAL FUND APPROPRIATION
OF $178,436 AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE ORDER TO MOTOROLA SOLUTIONS, INC. FOR THE

PURCHASE OF TWO MOTOROLA RADIO CONSOLES FOR THE
POLICE DEPARTMENT’S REAL-TIME AWARENESS CENTER IN AN
AMOUNT NOT-TO-EXCEED $178,436.

Section 2.68.370 of the Livermore Municipal Code, states that the City Council shall award a contract for the purchase of supplies or equipment or general services of a value greater than $100,000 to the bid representing the best value as defined in LMC

2.68.040, with the exception being where supplies and equipment are purchased through competitive or noncompetitive negotiations pursuant to LMC 2.68.390.

Providing consistent radio communication between officers on the street, the Dispatch center and the Real-Time Awareness Center (RTAC) is a critical concern for the management of law enforcement agencies. Radio communication should be accurate and dispersed in a timely manner to protect the safety of staff as well as citizens alike.

The purchase of two radio consoles to support the RTAC room and staff will afford the ability to relay pertinent information in a real time environment.

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

1. The City Council authorizes a General Fund appropriation in an amount not-toexceed $178,436.

2. The City Council authorizes the City Manager to execute a purchase order, on behalf of the City of Livermore, with Motorola Solutions, Inc. in an amount notto-exceed $178,436 for the purchase and installation of two Motorola MCC7500 radio consoles.

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

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
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RESOLUTION NO.

ATTEST: APPROVED AS TO FORM:
/s/ Tara Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
124
The design, technical, pricing, and other information (“Information”) furnished with this submission is proprietary and/or trade secret information of Motorola Solutions, Inc. (“Motorola Solutions”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2022 Motorola Solutions, Inc. All rights reserved.

LIVERMORE
POLICE

DEPARTMENT
MCC7500E CONSOLE ADD-ON SEPTEMBER 19, 2022

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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
SECTION 1

PRODUCT DESCRIPTION
Motorola is pleased to present Livermore Police Department (PD) a firm proposal to provide a console positions at the Real-Time Crime Center. This proposal includes the necessary hardware, software, and optimization services to implement the MCC7500E. Motorola has included its design assumptions to aid in planning your console implementation.

This proposal includes the two new MCC7500E Operator Positions for the Real-Time Crime Center. The proposed design consists of the following hardware at each operator position:
 19" Non-Touch Monitor
 MCC7500E Operator PC
 MCC7500E Audio Interface Module (AIM)
 Two (2) Headset jacks
 Two (2) Speakers
 One (1) Desktop Microphone
 One (1) Dual Pedal Footswitch
 One (1) Dual Instant Recall Recorder
 One (1) ADP Encryption
 One (1) AES Encryption
 Additional console licensing

EXHIBIT A
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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
SECTION 2

STATEMENT OF WORK

2.1 OVERVIEW
This Statement of Work (SOW) describes the deliverables to be furnished to Livermore PD at the Real-Time Crime Center. The tasks described herein will be performed by Motorola Solutions and Livermore PD to implement the solution described in the System Description. It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola Solutions and Livermore PD during the project implementation. Specifically, this SOW provides:
 A summary of the phases and tasks to be completed within the project lifecycle.  A list of the deliverables associated with the project.  A description of the responsibilities for both Motorola Solutions and Livermore PD.  The qualifications and assumptions taken into consideration during the development of this project.

This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project.

The Livermore PD console project consists of two MCC7500E Operator Positions, loading of MCC7500 licenses at the EBRCSA Master Site to support the new MCC7500E Operator Positions, and ADP and AES algorithms for the operator positions.

2.2 ASSUMPTIONS
Motorola has based the system design on information provided by Livermore PD and an analysis of the system requirements. Assumptions have been listed below for review. Should Motorola’s assumptions be deemed incorrect or not agreeable to Livermore PD, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order.
 Motorola is making the assumptions that there are vacant ports in the dispatch LAN switches and that the new MCC7500Es will be installed within 300ft of the LAN switches.  Alameda County Radio Shop will perform the cold installation of the consoles and cabling to backroom equipment (existing switches) according to the R56 installation guidelines. Cold installation includes racking, stacking, cabling, grounding, and powering up.  Alameda County Radio Shop will program the dispatch operator positions for dispatch operation.  Motorola has included ST technical support for the creation of the configuration of the consoles and optimization effort.
 All existing and new sites or equipment locations will have sufficient space available for the system described as required/specified by R56.

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 The Real-Time Crime Center location has the necessary space and power to accommodate the new equipment.
 Any site/location upgrades or modifications are the responsibility of the Livermore PD.  Equipment removal/disposal from the site will be the responsibility of Livermore PD.  The power demarcation point is the Motorola-provided equipment.  AC power with UPS and/or battery backup for the equipment will be provided by Livermore PD if required.
 Console spares are not included in this proposal.
 Necessary EBRCSA Master Site licenses are included in this proposal.  Any required system interconnections not specifically outlined here will be provided by Livermore PD.

These may include dedicated phone circuits, microwave links or other types of connectivity.  Logging is the responsibility of the Livermore PD. No logging scope is included in this proposal.  The Livermore PD will be responsible for any Logging Recorder, CAD, etc. interface configurations, licenses, and or upgrades for the new dispatch console.  Union labor and Prevailing Wage labor are not requirements.  No performance bond is required.

Motorola Solutions will optimize the proposed equipment. The following table describes the tasks involved with installation and configuration.

Tasks Motorola
Solutions Customer

PROJECT INITIATION
Contract Finalization and Team Creation
Execute contract and distribute contract documents. X X Assign a Project Manager as a single point of contact. X X Assign resources. X X
Schedule project kickoff meeting. X X
Deliverable: Signed contract, defined project team, and scheduled project kickoff meeting.

Project Administration
Ensure that project team members attend all meetings
relevant to their role on the project. X X
Set up the project in the Motorola Solutions information system. X
Record and distribute project status meeting minutes. X Maintain responsibility for third-party services contracted by Motorola Solutions. X

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MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
Complete assigned project tasks according to the project schedule. X X
Submit project milestone completion documents. X
Upon completion of tasks, approve project milestone
completion documents. X
Conduct all project work Monday thru Friday, 7:30 a.m. to 5:00 p.m.). X
Deliverable: Completed and approved project milestones throughout the project.

Project Kickoff
Introduce team, review roles, and decision authority. X X Present project scope and objectives. X
Review SOW responsibilities and project schedule. X X
Schedule Design Review. X X
Deliverable: Completed project kickoff and scheduled Design Review.

Design Review
Review the Customer’s operational requirements. X X
Present the system design and operational requirements
for the solution. X
Present installation plan. X
Present preliminary cutover plan and methods to
document final cutover process. X
Present configuration and details of sites required by
system design. X
Validate that Customer sites can accommodate proposed
equipment. X X
Provide approvals required to add equipment to proposed existing sites. X
Review safety, security, and site access procedures. X
Present equipment layout plans and system design
drawings. X
Provide backhaul performance specifications and
demarcation points. X
Provide heat load and power requirements for new
equipment. X
Provide information on existing system interfaces. X
Provide console template for the dispatch site. X
Assume liability and responsibility for proving all
information necessary for complete installation. X
Assume responsibility for issues outside of Motorola
Solutions’ control. X
Review and update design documents, including System
Description, Statement of Work, Project Schedule, and
Acceptance Test Plan, based on Design Review
agreements.

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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
Provide minimum acceptable performance specifications
for customer provided hardware, software, LAN, WAN and
internet connectivity.

X
Execute Change Order in accordance with all material
changes to the Contract resulting from the Design Review. X Deliverable: Finalized design documentation based upon “frozen” design, along with any relevant Change Order documentation.

SITE PREPARATION AND DEVELOPMENT
Site Access
Provide site owners/managers with written notice to
provide entry to sites identified in the project design documentation.

X
Maintain access roads in order to provide clear and stable entry to sites for heavy-duty construction vehicles, cement trucks and cranes. Ensure that sufficient space is available at the site for these vehicles to maneuver under their own power, without assistance from other equipment.

X
Obtain site licensing and permitting, including site
lease/ownership, zoning, permits, regulatory approvals, easements, power, and telco connections.

X
Deliverable: Access, permitting, and licensing necessary to install system equipment at each site.

Site Planning
Provide necessary buildings and/or equipment shelters for installation of system equipment. X
Provide the R56 requirements for space, power,
grounding, HVAC, and connectivity requirements at each
site.

X
Provide adequate electrical power in proper phase and
voltage at sites. X
Confirm that there is adequate utility service to support the new equipment and ancillary equipment. X
Modify towers or other structures, or relocate sites in the system, to ensure that they are capable of supporting
proposed and future antenna loads.

X
Conduct site walks to collect pertinent information (e.g. location of telco, power, structures, etc.) X
Ensure that each site meets the R56 standards for space, grounding, power, HVAC, and connectivity requirements. X Conduct one three-point ground resistance test of each
site. X
Ensure that required space is available for installation of the new equipment. X
Deliverable: Information and permitting requirements completed at each site.

General Facility Improvements
Provide adequate HVAC, grounding, lighting, cable
routing, and surge protection based upon Motorola
Solutions’ Standards and Guidelines for Communication
Sites (R56)
X
Ensure the resolution of environmental and hazardous
material issues at each site including, but not limited to, X

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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
asbestos, structural integrity (tower, rooftop, water tank, etc.), and other building risks.

Ensure that electrical service will accommodate installation of system equipment, including isolation transformers,
circuit breakers, surge protectors, and cabling.

X
Provide obstruction-free area for the cable run between the demarcation point and system equipment. X
Provide structure penetrations (wall or roof) for
transmission equipment (e.g. antennas, microwave radios, etc.).

X
Supply interior building cable trays, raceways, conduits, and wire supports. X
Transport removed site equipment to a location designated by Customer and within Customer’s jurisdiction. X
Deliverable: Sites meet physical requirements for equipment installation.

SYSTEM INSTALLATION
Equipment Order and Manufacturing
Create equipment order and reconcile to contract. X
Manufacture Motorola Solutions-provided equipment
necessary for system based on equipment order. X
Procure non-Motorola Solutions equipment necessary for
the system. X
Deliverable: Equipment procured and ready for shipment.

Equipment Shipment and Storage
Provide secure location for solution equipment. X
Pack and ship solution equipment to the identified, or site locations. X
Receive solution equipment. X
Inventory solution equipment. X
Deliverable: Solution equipment received and ready for installation General Installation
Deliver solution equipment to installation location. X
Coordinate receipt of and inventory solution equipment
with designated contact. X
Install all proposed fixed equipment as outlined in the System Description based upon the agreed-upon floor
plans, connecting audio, control, and radio transmission cables to connect equipment to the power panels or
receptacles, and audio/control line connection points.

Installation performed in accordance with R56 standards and state/local codes.

X
Provide system interconnections that are not specifically outlined in the system design, including dedicated phone circuits, microwave links, or other types of connectivity.

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Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
Install and terminate all network cables between site
routers and network demarcation points, including
microwave, leased lines, and Ethernet.

X
Ensure that Type 1 and Type 2 AC suppression is installed to protect installed equipment. X
Connect installed equipment to the provided ground
system. X
Label equipment, racks, and cables. X
Perform preliminary audit of installed equipment to ensure compliance with requirements and R56 standards. X
Note any required changes to the installation for inclusion in the “as-built” system documentation. X
Remove, transport, and dispose of old equipment. X
Deliverable: Equipment installed.

Console Installation and Configuration
Identify circuits for connection to console and a
demarcation point located within 25 feet of the console interface.

X
Connect console to circuit demarcation points. X
Install PC workstation w/ keyboard and mouse, and
monitor. X
Install an Audio Interface Module (AIM) and purchased
peripheral console equipment in accordance with R56
standards and state/local codes.

X
Develop templates for console programming. X
Perform console programming and configuration. X
Deliverable: Console equipment installation completed.

SYSTEM OPTIMIZATION AND TESTING
R56 Site Audit
Perform R56 site-installation quality-audits, verifying proper physical installation and operational configurations. X Create site evaluation report to verify site meets or
exceeds requirements, as defined in Motorola Solutions’ R56 Standards and Guidelines for Communication Sites.

X
Deliverable: R56 Standards and Guidelines for Communication Sites audits completed successfully.

Solution Optimization
Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. X
Verify that all audio and data levels are at factory settings. X Verify communication interfaces between devices for
proper operation. X
Ensure that functionality meets manufacturers’
specifications and complies with the final configuration established during design review or system staging.

X
Deliverable: Completion of System Optimization.

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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
Functional Acceptance Testing
Verify the operational functionality and features of the solution supplied by Motorola Solutions, as contracted. X Witness the functional testing. X
Document all issues that arise during the acceptance tests. X If any major task for the system as contractually described fails during the Customer acceptance testing or beneficial use, repeat that particular task after Motorola Solutions determines that corrective action has been taken.

X
Resolve any minor task failures before Final System
Acceptance. X
Document the results of the acceptance tests and present for review. X
Review and approve final acceptance test results. X
Deliverable: Completion of functional testing and approval by Customer.

PROJECT TRANSITION
Transition to Warranty
Review the items necessary for transitioning the project to warranty support and service. X
Motorola Solutions to provide services during year 1
warranty which align with the proposed services. X
Provide a Customer Support Plan detailing the warranty
support associated with the contract equipment. X
Participate in the Transition Service/Project Transition Certificate (PTC) process. X
Deliverable: Service information delivered and approved by Customer Finalize Documentation and System Acceptance
Provide manufacturer’s installation material, part list and other related material to Customer upon project
completion.

X
Provide an electronic as-built system manual on CD or
other Customer preferred electronic media. The
documentation will include the following:
 Site Block Diagrams.
 Functional Acceptance Test Plan Test Sheets and
Results.
 Equipment Inventory List.
 Console Programming Template (where applicable).
 Maintenance Manuals (where applicable).
 Technical Service Manuals (where applicable).

Drawings will be delivered in Adobe PDF format.

X
Receive and approve documentation. X
Execute Final Project Acceptance. X X

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Motorola Solutions Confidential Restricted
Tasks Motorola
Solutions Customer
Deliverable: All required documents are provided and approved. Final Project Acceptance.

EXHIBIT A
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MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
SECTION 3

EQUIPMENT LIST

BLOCK LIM O QTY NOMENCLATURE DESCRIPTION
CORE 1 ‐ 1 SQM01SUM0323 MASTER SITE CONFIGURATION
CORE 1 a 1 CA03517AB ADD: CORE EXPANSION
CORE 1 b 1 UA00156AA ADD: MCC7500 CONSOLE LICENSES (QTY 5) OP_POSIT 2 ‐ 1 B1948 MCC 7500E DISPATCH POSITION LICENSES OP_POSIT 2 a 2 UA00653AA ADD: BASIC CONSOLE OPERATION
OP_POSIT 2 b 2 UA00654AA ADD: ASTRO 25 TRUNKING OPERATION OP_POSIT 2 c 2 UA00655AA ADD: ADVANCED CONVENTIONAL OPERATION OP_POSIT 2 d 2 UA00659AA ADD: ADP/AES/DES‐OFB ENCRYPTION OP_POSIT 2 e 2 UA00658AA ADD: SECURE OPERATION
OP_POSIT 2 f 2 UA00652AA ADD: 160 RADIO RESOURCES LICENSE OP_POSIT 2 g 2 UA00660AA ADD: OTEK OPERATION
OP_POSIT 2 h 2 UA00661AA ADD: ENHANCED IRR
OP_POSIT 3 ‐ 1 B1949 MCC 7500E SOFTWARE DVD
OP_POSIT 4 ‐ 2 DSTG191B TECH GLOBAL EVOLUTION SERIES 19INCH NON TOUCH OP_POSIT 5 ‐ 2 TT3903A Z2 G5 MINI WORKSTATION NON RETURNABLE OP_POSIT 6 ‐ 4 B1952 SPEAKER, DESKTOP, USB
OP_POSIT 6 a 4 CA03405AA ADD: POWER SUPPLY WITH DC CORD OP_POSIT 6 b 4 CA03406AA ADD: AC LINE CORD, NORTH AMERICA OP_POSIT 6 c 4 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4.5M OP_POSIT 7 ‐ 2 B1941 USB AUDIO INTERFACE MODULE
OP_POSIT 8 ‐ 2 B1951 MICROPHONE, DESKTOP, USB
OP_POSIT 8 a 2 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4.5M OP_POSIT 9 ‐ 4 B1913 MCC SERIES HEADSET JACK
OP_POSIT 10 ‐ 2 DSTWIN6328A PROVIDES ONE DUAL PEDAL FOOTSWITCH FOR USE WITH MOTOROLA MCC 7500 DISP OP_POSIT 11 ‐ 1 DSF2B56AA USB EXTERNAL DVD DRIVE
OP_POSIT 12 ‐ 2 DSST7300U3M STARTECH 7 PORT USB 3.0 HUB OP_POSIT 13 ‐ 2 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG OP_POSIT 16 ‐ 2 T7885 MCAFEE WINDOWS AV CLIENT
OP_POSIT 14 ‐ 2 DSLOGITECHZ130 LOGITECH Z130 SPEAKERS OP_POSIT 15 ‐ 2 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG‐IN W/ (6) 15A NEMA 5‐15 OUTLETS

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SECTION 5PROJECT SCHEDULE
The estimated time for completion of the project is approximately 10 months from Project Kickoff through Final Project Acceptance. A final project schedule will be developed based upon mutual agreement between Motorola Solutions and Livermore PD at the Detailed Design Review (DDR). Below is a preliminary example of the schedule.

EXHIBIT
A
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EXHIBIT
A
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Livermore Police Department
MCC 7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
SECTION 6

ACCEPTANCE TEST
PLAN

LIVERMORE POLICE DEPARTMENT
Livermore PD MCC7500E Console Position
In-Field Draft

EXHIBIT A
138
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

6.1 MCC 7500 TRUNKED RESOURCES

6.1.1 Instant Transmit

1. DESCRIPTION
The instant transmit switch provides immediate operator access to a channel, independent of its select status
(selected or unselected). It provides priority over other dispatcher transmit bars or optional footswitches.

SETUP
RADIO-1 - TALKGROUP 1
CONSOLE-1 – TALKGROUP 1 (Selected), TALKGROUP 2
(Unselect mode)
VERSION #1.010

2. TEST
Step 1. Using CONSOLE-1, press the Instant Transmit
button on TALKGROUP 1.

Step 2. Verify that the Transmit indicator is lit.

Step 3. Verify RADIO-1 can monitor and respond to the call on TALKGROUP 1.

Step 4. On RADIO-1 change to TALKGROUP 2.

Step 5. Using CONSOLE-1, press the Instant Transmit
button on the TALKGROUP 2 radio resource.

Step 6. Verify RADIO-1 can monitor and respond to the call on TALKGROUP 2.

Pass____ Fail____

EXHIBIT A
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Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.2 Talkgroup Selection and
Call

1. DESCRIPTION
The Talkgroup Call is the primary level of organization for communications on a trunked radio system. Dispatchers
with Talkgroup Call capability will be able to communicate with other members of the same talkgroup. This provides the effect of an assigned channel down to the talkgroup level. When a Talkgroup Call is initiated from a subscriber unit, the call is indicated on each dispatch operator position that has a channel control resource associated with the unit's channel/talkgroup.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 2
RADIO-3 - TALKGROUP 1
RADIO-4 - TALKGROUP 2
CONSOLE-1 - TALKGROUP 1
CONSOLE-2 - TALKGROUP 2
VERSION #1.010

2. TEST
Step 1. Initiate a wide area call from CONSOLE-1 on
TALKGROUP 1.

Step 2. Observe that RADIO-1 and RADIO-3 will be able to monitor the call. Dekey the console and have either
radio respond to the call.

Step 3. Observe that all consoles with TALKGROUP 1 can
monitor both sides of the conversation.

Step 4. Initiate a wide area call from CONSOLE-2 on
TALKGROUP 2.

Step 5. Observe that RADIO-2 and RADIO-4 will be able to monitor the call. Dekey the console and have either
radio respond to the call.

Step 6. Observe that all consoles with TALKGROUP 2 can
monitor both sides of the conversation.

Pass____ Fail____

EXHIBIT A
140
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.3 Emergency Alarm and Call
Display Description

1. DESCRIPTION
Users in life threatening situations can use the emergency button on the radio to send an audible alarm and a visual alarm signal to a console operator in order to request
immediate system access to a voice channel for an
emergency call.

An emergency alarm begins after the radio user presses the radio's emergency button. Pressing the emergency button places the radio in "emergency mode". To begin an
emergency call, the radio user must press the radio's PTT button while in "emergency mode." The assigned voice
channel will be dedicated to the emergency caller's
talkgroup for an extended period of time, equal to the
Message Hang Time plus the Emergency Hang Time. As
with other call types, emergency calls can operate across sites as well as within the same site.

SETUP
RADIO-1 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
CONSOLE-2 - TALKGROUP 1
VERSION #1.010

2. TEST
Step 1. Initiate an Emergency Alarm from RADIO-1.

Step 2. Observe the Emergency from RADIO-1 is received
at CONSOLE-1 for TALKGROUP 1.

Step 3. Acknowledge the Emergency at the operator
position. Verify CONSOLE-2 receives notification
that the call has been acknowledged.

Step 4. Initiate a call with RADIO-1 to initiate an Emergency call.

Step 5. Observe CONSOLE-1 and CONSOLE-2 can
monitor RADIO-1
Step 6. Clear the Emergency from CONSOLE-1 on
TALKGROUP 1.

Step 7. End the Emergency Alarm from RADIO-1.

Pass____ Fail____

EXHIBIT A
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Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.4 Multigroup Call

1. DESCRIPTION
This trunking feature allows an equipped console operator position to transmit an announcement to several different talkgroups simultaneously. As with Talkgroup Calls,
multigroup calls operate across sites as well as within the same site.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 2
RADIO-3 - RANDOM
CONSOLE-1 - ATG 1
Note: TALKGROUP 1 and TALKGROUP 2 are members of
ATG 1. RANDOM is any talkgroup not a member of ATG 1.

VERSION #1.010

2. TEST
Step 1. Using CONSOLE-1, select the ATG 1 resource.

Step 2. Initiate the Multigroup Call from CONSOLE-1.

Step 3. Observe that RADIO-1 and RADIO-2 receive the
Multigroup Call.

Step 4. Verify that RADIO-3 does not receive the Multigroup Call because it is not a member of ATG 1.

Step 5. Answer the Multigroup Call using RADIO-1 and
observe CONSOLE-1 receives the response.

Step 6. Verify that if the call is answered within the repeater hang time, the console will receive the call on the
ATG 1 resource tile, otherwise the console will
receive the call on the TALKGROUP 1 tile.

Step 7. Verify that if the call is answered within the repeater hang time, RADIO-2 will monitor the call.

Pass____ Fail____

EXHIBIT A
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Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.5 Multi-Select Operation

1. DESCRIPTION
Multi-Select (Msel) allows the console operator to group a number of channels/talkgroups together such that when the general transmit bar is depressed, all of the multi-selected channels/talkgroups will transmit at the same time with the same information. Multi-Select is one way communication call. If a radio user responds to a Multi-Select call the talkgroup the user is affiliated to will be the only one to hear the call. There is no super-group formed, so radio
communication is still at the single talkgroup level. MultiSelect is utilized to send an APB to several channels/talkgroups. A Multi-Select has a limit of twenty (20) trunking/conventional resources
SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 2
CONSOLE-1 - TALKGROUP 1, TALKGROUP 2
VERSION #1.010

2. TEST
Step 1. From CONSOLE-1, create an Msel group with
TALKGROUP 1 and TALKGROUP 2.

Step 2. Transmit on the Msel using the Msel instant transmit button.

Step 3. Verify that RADIO-1 and RADIO-2 hear the call.

Step 4. Initiate a call with RADIO-1.

Step 5. Verify the call is heard on CONSOLE-1 but not on RADIO-2.

Step 6. Initiate a call with RADIO-2.

Step 7. Verify the call is heard on CONSOLE-1 but not on RADIO-1.

Step 8. On CONSOLE-1 dissolve the Msel.

Pass____ Fail____

EXHIBIT A
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Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.6 Talkgroup Patch

1. DESCRIPTION
Talkgroup Patch allows a dispatcher to merge several
talkgroups together on one voice channel to participate in a single conversation. This can be used for situations
involving two or more talkgroups that need to communicate with each other.

Using the Patch feature, the console operator can talk and listen to all of the selected talkgroups grouped; in addition, the members of the individual talkgroups can also talk or listen to members of other talkgroups. Patched talkgroups can communicate with the console dispatcher and other
members of different talkgroups because of the
"supergroup" nature of the Patch feature.

NOTE : If "secure" and "clear" resources are patched
together, one repeater for each mode may be assigned per site.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 2
RADIO-3 - TALKGROUP 1
RADIO-4 - TALKGROUP 2
CONSOLE-1 - TALKGROUP 1 and TALKGROUP 2
Note: All 4 Radios must have the same home zone.

VERSION #1.010

2. TEST
Step 1. Using CONSOLE-1 create a patch between
TALKGROUP 1 and TALKGROUP 2.

Step 2. Initiate a patch call from CONSOLE-1.

Step 3. Verify RADIO-1, RADIO-2, RADIO-3, and RADIO-4
can monitor the call.

Step 4. Initiate several calls between the radios and verify successful communication.

Step 5. Dissolve the patch created in step 1.

Pass____ Fail____

EXHIBIT A
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Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.7 Alert Tones - Talkgroup

1. DESCRIPTION
Pre-defined alert tones can be transmitted on the selected Radio Resource to subscribers which can alert members of a channel / talkgroup to a particular event or signify to radio users special instructions are to follow. The Console has the ability to send an Alert-Tone signal on selected conventional or talkgroup resources.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
VERSION #1.040

2. TEST
Step 1. Select TALKGROUP 1 on CONSOLE-1.

Step 2. Select Alert Tone 1 and depress the Alert Tone
button.

Step 3. Verify that RADIO-1 and RADIO-2 hear Alert Tone

1. Step 4. Repeat Steps 2-3 for Alert Tone 2 and 3.

Pass____ Fail____

EXHIBIT A
145
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.8 Call Alert

1. DESCRIPTION
Call Alert Page allows a subscriber/dispatcher to selectively alert another radio unit. The initiating subscriber/console will receive notification as to whether or not the call alert was received. Units receiving a Call Alert will sound an alert tone and show a visual alert indication. The display will also show the individual ID of the initiating subscriber/console unit.

SETUP
RADIO-1 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
VERSION #1.030

2. TEST
Step 1. Using CONSOLE-1, select the call alert button in the "Private Call" resource window.

Step 2. Enter the ID of RADIO-1 and send the call alert to RADIO-1.

Step 3. Verify that RADIO-1 receives the alert and that the ID or alias of the console is shown.

Step 4. Turn off RADIO-1.

Step 5. Using CONSOLE-1, send the call alert to RADIO-1 again.

Step 6. Verify that after trying to page RADIO-1, the console displays "Can not send call alert - target not found"
in the summary/status list.

Pass____ Fail____

EXHIBIT A
146
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.9 Console Initiated Private
Call to Subscriber

1. DESCRIPTION
Private Conversation is a selective calling feature which allows a dispatcher or radio user to carry on one-to-one conversation that is heard only by the two parties involved.

Subscriber units receiving a private call will sound an alert tone. As with other call types, Private Calls operate across sites as well as within the same site.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
VERSION #1.020

2. TEST
Step 1. Using CONSOLE-1, select the "PRIVATE-CALL" tile and click the Private Call function.

Step 2. Select the unit to be Private Called, in this case RADIO-1. (or select the numeric keypad and enter
the Unit ID to be Private Called.)
Step 3. Click the Send button.

Step 4. Answer the Private Call with RADIO-1 and respond to the console.

Step 5. Verify RADIO-2 does not hear the private
conversation.

Step 6. After completing the Private Call, return to the normal talkgroup mode.

Pass____ Fail____

EXHIBIT A
147
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.10 Console Priority

1. DESCRIPTION
Console Operator Positions have ultimate control of
transmitted audio on an assigned voice channel resource.

The Console Position has the capability to take control of an assigned voice channel for a talkgroup call so that the operator's audio overrides any subscriber audio. Console priority is a feature that enables dispatchers to gain
immediate access to an assigned voice channel so that a central point of audio control exists.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
VERSION #1.020

2. TEST
Step 1. Initiate a Talkgroup call from RADIO-1 on
TALKGROUP 1. Keep this call in progress until the
test has completed.

Step 2. Observe that RADIO-2 receives the call.

Step 3. While the call is in progress, key up CONSOLE-1 on TALKGROUP 1.

Step 4. Observe that RADIO-2 is now receiving audio from CONSOLE-1 on TALKGROUP 1.

Step 5. De-key CONSOLE-1.

Step 6. Verify RADIO-2 now receives RADIO-1 audio.

Step 7. End the TALKGROUP 1 call from RADIO-1.

Pass____ Fail____

EXHIBIT A
148
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Trunked Resources

6.1.11 Activity Log

1. DESCRIPTION
The Console activity log will show all traffic for the resource assigned to that console to include the time, radio alias, TG, PTT ID and Emergency Call.

The dispatcher has the capability of selecting a logged call within in the "Activity Log Window" for instant transmit on the corresponding logged resource.

This activity log can be logged to a text file for archival purposes.

Note: The log file in the ops will only be seen if you first check Log Activity in Elite Admin application then in folder options uncheck hide hidden system files. The location will be c:\Program Data\MCC7500\MessageMonitorLogs.

SETUP
RADIO-1 – TALKGROUP 1
RADIO-2 – TALKGROUP 2
RADIO-3 – TALKGROUP 3
RADIO-4 – TALKGROUP 4
CONSOLE-1 – TALKGROUP 1, TALKGROUP 2,
TALKGROUP 3, TALKGROUP 4
VERSION #1.020

2. TEST
Step 1. On CONSOLE-1 select the "Show Activity Log"
button on the tool bar to open the Activity Log
Window.

Step 2. Initiate calls on RADIO-1, RADIO-2, RADIO-3 and RADIO-4 to log call information and verify calls are
displayed in the activity log window.

Step 3. Select a logged call in the Activity Log Window and verify that the Channel Control Window (CCW) at
the top of the Activity log window changes to the
corresponding resource. Verify the dispatcher is
capable of responding via the instant transmit
button.

Step 4. Open the text file created by the Activity Log and verify call traffic has been archived to the document
file.

Pass____ Fail____

EXHIBIT A
149
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

6.2 MCC 7500 CONVENTIONAL RESOURCES

6.2.1 Console Priority

1. DESCRIPTION
Console Operator Positions have ultimate control of
transmitted audio on an assigned resource. The Console
Position has the capability to take control of an assigned voice channel for a channel/talkgroup call so that the
operator's audio overrides any subscriber audio. Console priority is a feature that enables dispatchers to gain
immediate access to an assigned voice channel so that a central point of audio control exists.

SETUP
RADIO-1 - CONVENTIONAL CHANNEL 1
RADIO-2 - CONVENTIONAL CHANNEL 1
CONSOLE-1 - CONVENTIONAL CHANNEL 1
VERSION #1.040

2. TEST
Step 1. Initiate a call from RADIO-1 on CONVENTIONAL
CHANNEL 1. Keep this call in progress until the test
has completed.

Step 2. Observe that RADIO-2 receives the call.

Step 3. While the call is in progress, key up CONSOLE-1 on CONVENTIONAL CHANNEL 1.

Step 4. Observe that RADIO-2 is now receiving audio from CONSOLE-1 on CONVENTIONAL CHANNEL 1
Step 5. De-key CONSOLE-1.

Step 6. Verify RADIO-2 now receives RADIO-1 audio.

Step 7. End the CONVENTIONAL CHANNEL 1 call from
RADIO-1.

Pass____ Fail____

EXHIBIT A
150
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Conventional Resources

6.2.2 Alert Tones - Conventional
Channel

SETUP
RADIO-1 - CONVENTIONAL CHANNEL 1
RADIO-2 - CONVENTIONAL CHANNEL 1
CONSOLE-1 - CONVENTIONAL CHANNEL 1
VERSION #1.030

2. TEST
Step 1. Select CONVENTIONAL CHANNEL 1 on
CONSOLE-1.

Step 2. Select Alert Tone 1 and depress the Alert Tone
button.

Step 3. Verify that RADIO-1 and RADIO-2 hear Alert Tone

1. Step 4. Repeat Steps 2-3 for Alert Tone 2 and 3.

Pass____ Fail____

EXHIBIT A
151
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Conventional Resources

6.2.3 Activity Log - Conventional

1. DESCRIPTION
The MCC7500 Console activity log will show all traffic for the resource assigned to that console to include the time, radio alias, Channel, PTT ID and Emergency Call.

The dispatcher has the capability of selecting a logged call within in the "Activity Log Window" for instant transmit on the corresponding logged resource.

This activity log can be logged to a text file for archival purposes.

SETUP
RADIO-1 – CONVENTIONAL CHANNEL 1
RADIO-2 – CONVENTIONAL CHANNEL 2
RADIO-3 – CONVENTIONAL CHANNEL 3
RADIO-4 – CONVENTIONAL CHANNEL 4
CONSOLE-1 – CONVENTIONAL CHANNEL 1,
CONVENTIONAL CHANNEL 2, CONVENTIONAL
CHANNEL 3, CONVENTIONAL CHANNEL 4
VERSION #1.060

2. TEST
Step 1. On CONSOLE-1 select the "Show Activity Log"
button on the tool bar to open the Activity Log
Window.

Step 2. Initiate calls on RADIO-1, RADIO-2, RADIO-3 and RADIO-4 to log call information and verify calls are
displayed in the activity log window.

Step 4. Open the text file created by the Activity Log and verify call traffic has been archived to the document
file.

Pass____ Fail____

EXHIBIT A
152
Livermore Police Department
Livermore Police Department September 19, 2022
MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted
MCC 7500 Conventional Resources

6.2.4 ID Stacking

1. DESCRIPTION
During normal call operation radio IDs are displayed in the resource window for a particular resource. These IDs are saved in a "Stack" and can be viewed to determine which radios made the previous calls. The stack size can be up to 10 IDs. This test is applicable to the Digital Conventional feature.

SETUP
RADIO-1 - CONVENTIONAL CHANNEL 1
RADIO-2 - CONVENTIONAL CHANNEL 1
RADIO-3 - CONVENTIONAL CHANNEL 1
CONSOLE-1 - CONVENTIONAL CHANNEL 1
VERSION #1.020

2. TEST
Step 1. At CONSOLE-1 view the CONVENTIONAL
CHANNEL 1 Resource Window.

Step 2. Initiate calls from RADIO-1, RADIO-2 then RADIO-3 on CONVENTIONAL CHANNEL 1.

Step 3. Scroll through the stack to see that the radio IDs are displayed in the order received.

Step 4. Repeat steps 1-3 for a sample of the remaining OPs as needed.

Pass____ Fail____

EXHIBIT A
153
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 6-1

6.3 SIGNOFF CERTIFICATE
By their signatures below, the following witnesses certify they have observed the system Acceptance Test Procedures.

Signatures
WITNESS:

Please Print Name: ________________________________________ Please Print Title: ________________________________________ WITNESS:

Please Print Name: ________________________________________ Please Print Title: ________________________________________

___________________________________Date: _______
___________________________________Date: _______
___________________________________Date: _______
________
________
________
Initials:

Initials:

EXHIBIT A
154
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 7-2
SECTION 7

WARRANTY AND

MAINTENANCE

7.1 WARRANTY SERVICES EBRCSA MCC7500E CONSOLE

ADD ONS
Motorola Solutions will provide warranty services per our standard warranty terms and conditions as outlined within the Contract Documentation section within this proposal. In addition to the Standard Commercial Warranty, Post-Warranty Services for this MCC 7500E two Console Add On project will be included to match the current East Bay Regional Communications System Authority (EBRCSA) Maintenance and System Upgrade Agreements.

7.2 POST-WARRANTY MAINTENANCE SERVICES FOR
LIVERMORE PD MCC7500E TWO CONSOLE ADD-ON
Motorola Solutions will add maintenance services for Livermore PD’s MCC 7500E Dispatch Console Operator Positions to the existing EBRCSA maintenance contract for the following amounts.

EBRCSA Livermore PD MCC 7500E Dispatch Console Ops Annual Maintenance Year 1 Year 2
Included $5,510

7.3 POS- WARRANTY NETWORK UPDATES (SUA II) ANNUAL
SERVICES COST EBRCSA 2 MCC7500 CONSOLE ADD-ONS
Motorola Solutions will add SUA II services for Livermore PD MCC 7500E Dispatch Console Operator Position to the existing EBRCSA SUA II contract for the following amounts.

EBRCSA Livermore PD Add-On Position MCC 7500E Dispatch Console Op Post Warranty SUA II Year 1 Year 2
Included $6,524

EXHIBIT A
155
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 8-3
SECTION 8

PRICING SUMMARY

8.1 PROPOSAL PRICING
Motorola is pleased to provide the following equipment and services to Livermore Police Department. This pricing is valid for 90 days.

Description Price (USD)
Equipment:
- MCC7500 Consoles
- Master System Licenses $125,340
Contra Costa County Contract Equipment Discount -$21,105 Equipment Total $104,235
Project Services:
- Project Management
- Engineering Support
- Detailed Design Review
- Equipment Ordering, Manufacturing and Shipment
- Optimization
- Functional Acceptance Testing $63,517
Estimated Tax on Equipment (10.25%) $10,684
Project Total $178,436

8.2 SYSTEM PAYMENT MILESTONES

1. 50% of the Contract Price due upon contract execution (due upon effective date);

2. 50% of the Contract Price due upon Final Acceptance.

8.3 WARRANTY AND MAINTENANCE SERVICES TERMS
Motorola will invoice Customer annually in advance of each year of the plan.

The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1.

EXHIBIT A
156
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 8-4

These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels.

Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project.

8.4 MATERIALS AND LABOR PRICE INCREASE
In the event that there are significant increases in the prices that Motorola pays for materials and supplies for the work to be performed between the date the Agreement is signed and the date that materials are purchased for the work to be performed, Motorola shall be entitled to additional compensation from Customer as described herein. A significant increase in price is defined herein as an increase as to any specific items of materials of three percent (3%) or more from original proposal. In such a case, Customer shall pay to Motorola, on request, all sums by which the cost to Motorola for any such items of materials has increased beyond 3%.

This would apply, but not be limited to price increases in any components included in the Bill of Materials or Scope of Work as well as manufactured products and equipment or third party manufactured products and equipment. Motorola shall not be responsible for increased prices of materials when caused by delays, shortages or unavailability of materials due to conditions not caused by Contractor. Any pricing change would be documented in a change order executed with the Customer.

EXHIBIT A
157
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 9-5
SECTION 9

PROPOSAL CLOSE AND

SIGNATURE
This quotation shall remain valid for 90 days from the date of this proposal. Acceptance of this proposal may be made by issuing a Purchase Order that specifically refers to the existing “July 7, 2009, CSA and the Motorola Solutions proposal. Any questions Livermore PD has regarding this proposal can be directed to Michael Larson, Senior Account Manager, at (530) 333-7584, [email protected].

Our goal is to provide Livermore PD with the best products and services available in the communications industry. We thank you for the opportunity to present our proposed solution, and we hope to strengthen our relationship by implementing this project.

Sincerely,
Gordon Poole
Area Sales Manager
Motorola Solutions, Inc.

EXHIBIT A
158
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 10-6
SECTION 10

CONTRACTUAL

DOCUMENTATION

10.1 TERMS AND CONDITIONS
This Proposal is subject to the terms and conditions of the existing Communications System Agreement (CSA) between EBRCSA and Motorola, dated July 7, 2009, as amended, and the attached Maintenance, Support and Lifecycle Addendum.

EXHIBIT A
159
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 10-7

10.2 MAINTENANCE, SUPPORT AND LIFECYCLE MANAGEMENT

ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed Agreement currently in force, as applicable (“Primary Agreement”) provides additional or different terms and conditions to govern the sale of Maintenance, Support and Lifecycle Management services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties.

1. DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement. "MUA" means Microwave Upgrade Agreement (MUA).
"NUA" means Network Upgrade Agreement (NUA).
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program for Motorola’s P25 radio system.

2. SCOPE
Motorola will provide Maintenance and Support Services and/or Lifecycle Management as further described in the applicable Statement of Work, or attachment to Motorola’s proposal for additional services.

3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.

3.1 MAINTENANCE AND SUPPORT SERVICES

3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola.

3.1.2 START DATE. The “Start Date” for Maintenance and Support Services will be indicated in the proposal or a cover page entitled “Service Agreement”.

3.1.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate.

3.1.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates.

EXHIBIT A
160
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 10-8

3.1.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal.

3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola that becomes part of the System, the additional hardware may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment.

3.1.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer’s product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance.

3.1.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment.

3.1.9 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Addendum and applicable SOW.

3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.

3.1.11 EXCLUDED SERVICES.
a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
b) Unless specifically included in this Addendum, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.

3.1.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW.

When Motorola performs maintenance, support, or installation at Customer’s location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Addendum or applicable SOW, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are

EXHIBIT A
161
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 10-9
reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

3.1.13 CUSTOMER CONTACT. Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola.

3.2 LIFECYCLE MANAGEMENT SERVICES

3.2.1 The Software License Agreement included as Exhibit A to the Primary Agreement applies to any Motorola Software provided as part of the Lifecycle Management transactions.

3.2.2 The term of this Addendum is 2 years, commencing on _________, 2024. The Lifecycle Management Price for the 2 years of services is $12,034, excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a subscription service as more fully described in the applicable Lifecycle Management Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule.

3.2.3 The System upgrade will be scheduled during the subscription period and will be performed when Motorola’s system upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software.

3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) and Software are delivered and the Lifecycle Management services are fully performed; there is no Acceptance Testing with a Lifecycle Management transaction.

3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a Lifecycle Management transaction will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year. The ninety (90) day warranty for Lifecycle Management services is set forth in the Lifecycle Management Statement of Work.

3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in the Lifecycle Management Statement of Work, the following apply:
a) Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment.
b) Lifecycle Management services exclude the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. c) Unless specifically included in this Addendum or the Lifecycle Management Statement of Work, Lifecycle Management services exclude items that are consumed in the normal operation of the Equipment; accessories; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.

EXHIBIT A
162
Livermore Police Department
September 19, 2022

MCC7500E Console Add-On Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted 10-10
d) Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the Lifecycle Management services.

3.2.7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination.

3.2.8 If Customer terminates this service and contractual commitment before the end of the 2 year term, for any reason other than Motorola’s default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the 2 year commitment.

4. PAYMENT

4.1 Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and the Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity.

4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document.

END

EXHIBIT A
163
CITY COUNCIL STAFF REPORT ITEM NO. 5.7
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing a supplemental appropriation in the amount of $26.7 million to Fiscal Year 2023-24; awarding a construction contract with Zovich Construction in an amount not-to-exceed $30,090,000 for Livermore Village Parking Garage (L Street Garage) Construction, Phase 2, Project 586003; awarding an agreement with Quality Assurance Engineering, Inc. in an amount not-to-exceed $474,000 for construction inspection services; and approving the second amendment with Watry Buehler Collaborative, LLP increasing the amount of the agreement by $114,000 to a total not-toexceed amount of $1,624,000 for additional engineering design and construction support services.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution for the Livermore Village Parking Garage (L Street Garage) Construction, Phase 2, Project 586003:

1. Authorizing a supplemental appropriation of $3,700,000 in Fund 320 (2022 COP Debt Construction Fund) from FY 2022-23 to FY 2023-24.

2. Authorizing a supplemental appropriation from issuance of bonds previously approved by Council of $23,000,000 in Fund 320 (2022 COP Debt Construction Fund) in FY 2023-24.

3. Awarding and authorizing execution of an agreement with Zovich Construction, in an amount notto-exceed $30,090,000, for construction of the Livermore Village Parking Garage Construction, Phase 2 Project 586003.

4. Authorizing execution of an agreement with Quality Assurance Engineering, Inc. in an amount notto-exceed $474,000, for construction inspections and materials testing services; and

5. Authorizing execution of a second amendment to the agreement with Watry Buehler Collaborative, LLP, increasing the amount of the agreement by $114,000 to a total not-to-exceed amount of $1,624,000, for additional design and construction support services.

SUMMARY
The Livermore Village Parking Garage (L Street Garage) Construction Project involves constructing a garage and associated site improvements at the southwest corner of the Livermore Village site. As 164
shown in Attachment 1, the project is being constructed in two phases. The first phase is under construction and consists of reconfiguring the surface parking lot south of Veterans Way and east of the future garage and constructing a trash enclosure and electrical infrastructure for future electric vehicle charging stations. The second phase involves building the four-level, 452 space garage, constructing a new pedestrian path between First Street and the garage, and extending the pedestrian path on the east side of the surface lot. Additional Phase 2 improvements include an access road south of the garage, landscaping north of the garage on Veterans Way, surface lot improvements connecting the garage to the Phase 1 lot, installing a crosswalk at Veterans Way and L Street, and improvements along the property lines between the businesses and the garage.

Three bids for the Phase 2 project were received on October 26, 2022. Staff recommends the City Council award and authorize a construction contract with Zovich Construction, the lowest responsible and responsive bidder, and authorize the City Manager to sign the agreement. Staff also recommends the City Council authorize a Professional Services agreement with Quality Assurance Engineering, Inc. to provide inspection and materials testing during construction. Staff further recommends the City Council authorize an amendment to the engineering services agreement with Watry Buehler Collaborative to provide additional design and construction support services. Finally, staff recommends the City Council authorize supplemental appropriations in the amount of $26,700,000 from Fund 320 (2022 COP Debt Construction Fund) to Fiscal Year 2023-24 to coincide with anticipated construction expenditures and to fully fund the project.

DISCUSSION
On January 30, 2018, the City Council approved the locations for open space, housing, parking and circulation systems, cultural facilities, commercial uses, and a hotel for the downtown catalyst sites. The approved plan includes additional parking on the northwest side of the existing Livermore Valley Parking Garage located at I Street and Railroad Avenue (I Street Garage) and additional parking at the southwest corner of the Livermore Village Site (L Street Garage). City Council directed staff to maintain the existing parking supply during all phases of downtown development and to provide adequate parking for all existing and new development. The new Livermore Village Parking Garage (L Street Garage) will help the city meet these objectives.

Parking in the downtown core has primarily been in large surface parking lots. In order to provide room for new development and amenities such as parks, pathways, cultural facilities, businesses, restaurants, housing, and a hotel, parking needs to be consolidated into parking structures. Upon completion of the L Street Garage there will be a total of 1,225 parking spaces in the Livermore Valley Center Garage (Railroad Ave Garage), I Street Garage, and the L Street Garage. The surface lot next to the L Street Garage will provide an additional 40 parking spaces. The garages will provide a number of benefits compared to the current surface parking. New green spaces will be developed as parks, pathways, and landscaping that provide percolation and treatment for stormwater. Exposed stormwater runoff from the garages will be treated in bioswales and interior drainage will be run through sand oil separators and then into the sewer system. Soil containing trace amounts of the dry-cleaning solvent tetrachloroethylene (PCE) will be removed during construction of the L Street Garage. Additionally, soil vapor extraction wells will be constructed. These wells will help clean the soil vapor at the Livermore Village Site.

The Planning Commission reviewed the project on August 21, 2018. The Planning Commission determined that the project is consistent with the Livermore General Plan and related polices and recommended that the City Council approve the project. On September 10, 2018, the City Council 165
approved Downtown Design Review 18-006 for the project subject to the Conditions of Approval. The City Council also directed staff to prepare and file a Notice of Determination for the project. On July 11, 2022, City Council extended Downtown Design Review 18-006 for the Livermore Village Parking Garage (L Street Garage) Construction Project 586003 to December 31, 2022, due to the 2018 Referendum and COVID-19 pandemic in accordance with Livermore Development Code Section 9.12.070.

As shown in Attachment 1, the L Street Garage will be located at the southeast corner of Veterans Way and L Street. The main entrance/exit will be along Veterans Way. There will be an additional entrance/exit from the southern end of the surface parking lot east of the garage. An access road will be constructed south of the garage. This access road will be for deliveries, garbage trucks, and emergency vehicles. A new pedestrian pathway will be constructed between First Street and the elevator towers of the garage. Landscaping will be installed north of the garage along Veterans Way. Crosswalks will be constructed at L Street and Veterans Way and also across Veterans Way near the interior of the block. A small plaza and landscaping will be constructed east of the garage. The surface lot east of the garage will be completed and will contain 40 spaces. The existing pedestrian pathway will be renovated and extended at the east end of the site between First Street and the surface parking lot.

The rear building at 2048 First Street was demolished in 2020 to facilitate construction of the L Street Garage. The Historic Preservation Commission inspected the building prior to demolition and requested that the City salvage the brick arch at the northern end of the building. The project involves reconstructing the brick arch south of the elevator towers. A historical plaque will be installed next to the arch that explains the history of the demolished building. The plaque text was approved at the October 6, 2022 Historic Preservation Commission meeting.

The garage will be 4 levels and contain 452 parking spaces. Attachment 2 contains renderings and elevations of the garage. Each level of the garage will have a pedestrian walkway on the southern side.

Pedestrians will be able to walk through the garage on the bottom level between the access road and Veterans Way. There will be bioswale in the middle of the parking garage between the two parking bays.

A total of 50 spaces at the site will be equipped with electric vehicle chargers. Sixteen of these spaces will be Level 3 fast charging spaces in the surface lot east of the garage. An additional 16 Level 3 fast charging spaces will be constructed inside the garage. These fast-charging spaces will be operated and maintained by East Bay Community Energy Authority per the requirements of the license agreement that was approved by the City Council on September 12, 2022. The City will install and maintain an additional 18 Level 2 electric vehicle charging spaces inside the garage.

A parking technology system will be installed in the garage that monitors whether each space is available or occupied. Signs will be installed at the entrance/exits and at each floor indicating how many spaces are available. The same vendor will be used that installed the parking technology in the Livermore Valley Center Garage and the I Street Garage. The vendor has an application that can be used to monitor available parking in the garages. The "Livermore Parking" application is available and can be downloaded for use.

Security cameras will be installed in the garage and also at the outside corners of the garage. These cameras will be able to monitor activity inside the garage and also at the surrounding Livermore Village site. Thirty bike lockers will be installed on the bottom level. Conduits and supports for future solar panels will also be installed. Requests for Proposals will be issued for a solar power purchase agreement after the garage is constructed, to add solar panels to the roof of the garage. Requests for proposals for a mural on the eastern wall of the garage will also be issued after the garage is constructed. The mural 166
work will be coordinated with the Commission for the Arts.

Construction activities from the L Street Garage will impact businesses in the downtown. Staff has met with Livermore Downtown Inc. and downtown businesses to discuss the project and means of mitigating impacts. These mitigation measures have been incorporated into the project. Additionally, the completion of other projects has been coordinated to reduce the impacts of the L Street Garage Project. Buildings were demolished and replaced with temporary parking north of Veterans Way to increase the amount of parking at the Livermore Village site. SpeeDee Oil Change was also demolished and replaced with temporary parking at the southeast corner of Railroad Avenue and Livermore Avenue. The I Street garage was constructed and contains 274 new parking spaces. A surface lot was also constructed at the northeast corner of Railroad and K Street which provides over 80 parking spaces. Additionally, the L Street Garage Project was split into two phases so that the first phase can be completed before the second phase begins. The first phase will provide a trash enclosure for businesses that are most impacted by the garage construction and will provide access for deliveries during construction of the second phase. In summary, the required total number of parking spaces in the Downtown Core will be maintained during construction of the garage; however, the spaces will be further from the businesses on First Street. Once the L Street Garage is completed, parking will be available closer to the First Street businesses compared to current conditions.

Attachment 3 shows the areas that will be impacted during construction of the L Street Garage. As shown, the western half of Veterans Way will need to be fenced off to provide room for construction materials and a crane. Garage construction requires significant storage of materials because each level needs to be formed and poured. The forms and construction material require a large staging area outside the garage footprint. Adequate room for the crane will also be required. The crane will be approximately 60 feet in length and will operate along the north side of the garage. The contractor will repair the road and complete the landscaping at the end of the project.

Mitigation measures include rerouting traffic on Veterans Way north and west through the surface parking lot to L Street. "Public Parking" and "Business Open" signs will be posted at the remaining four entrances/exits to Livermore Village. Pedestrians will be able to access First Street from the parking area north of Veterans Way through the completed Phase 1 surface parking lot area. The Contractor is required to provide pedestrian access to the businesses south of the garage. Additionally, the contractor needs to leave the alley between Murphy's Paws and Caratti Jewelers open to the public until the access road is completed south of the garage.

Additional engineering and professional services are required to support construction of this major project. These additional services include construction inspection, materials testing, and additional design and construction engineering support. Staff has negotiated the attached professional services agreement and scope of services with Quality Assurance Engineering, Inc. in the amount of $474,000 for inspection and materials testing. Quality Assurance Engineering recently completed the same services for the I Street Garage. Their inspectors have experience with garage construction and are familiar with City construction procedures. The inspection and materials testing contract of $474,000 represents 1.6 percent of the $30,090,000 construction cost. This is within industry standards.

Staff has also negotiated the attached Second Amendment to the Engineering Services Agreement with Watry Buehler Collaborative, LLP for additional design and construction support services. This amendment will increase the amount of the agreement by $114,000 to a not-to-exceed amount of $1,624,000. These services are required for items not in the original scope of work such as the trash 167
enclosure for businesses south of the garage, two kiosks in the pathways next to the garage, modifying the parking technology design for single space detection, redesigning grades around the Alehouse back patio, and designing supports and electrical connections for future vehicle license plate readers that will be installed by the Police Department.

Three bids were received and opened for this project on October 26, 2022. The lowest responsible and responsive bidder was Zovich Construction from Brentwood. Satisfactory references were provided for Zovich Construction by the City of Fremont and County of Monterey for their work as the general contractor on major building infrastructure projects.

One of the contractors tied for the second low bid, C. Overaa & Co, submitted a bid protest. Staff responded with a letter rejecting the bid protest.

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

Livermore Village Parking Garage Construction, Phase 2- Bid Results Contractor City Bid Amount
Zovich Construction. Brentwood $30,090,000
C. Overaa & Co. Richmond $30,402,000
F&H Construction Lodi $30,402,000
Engineer's Estimate $32,000,000
In accordance with Livermore Municipal Code Section 2.68.560, Change Order authorization of 10% of the contract value is allowed.

FISCAL AND ADMINISTRATIVE IMPACTS
The City Council approved the issuance of up to $47 million in bonds (2022 COP Debt Construction Fund 320) for the Livermore Village Parking Garage (L Street Garage) Construction, Project 586003, on September 12, 2022. Based on the bids received, the total amount of the bonds will be $41,060,000.

These bonds will cover the cost of this construction contract, professional services agreement, engineering agreement amendment, other project costs, and issuance costs. Other project costs include Phase 1 construction, change order allowances, design, inspection, materials testing, construction management, project management, and building permit fees. Total estimated expenditures of for Project 586003 are $11.7 million in FY 2022-23 and $26.7 million FY 2023-24. The bonds will also cover prior year expenditures for Project 586003, expenditures for Livermore Village Remediation Project 2021-18, and Livermore Village Joint Trench Project 2021-19 that are associated with the garage construction.

Currently there is $15.4 million budgeted for this project in FY 2022-23 in the FY 2021-23 Capital Improvement Plan. Staff recommends reducing the budget by $3.7 million to match the estimated expenditures of $11.7 million in FY 2022-23. Staff recommends moving this $3.7 million to FY 2023-24 along with an additional appropriation of $23 million so that the total budget in FY 2023-24 is $26.7 million.

Phase 2 construction is anticipated to start in January 2023 and be completed by June 2024. 168
Annual operations and maintenance costs for the new garage are estimated at $130,000 per year and annual replacement costs are estimated at $160,000 per year. These costs will be funded from the operating budget with Facilities Rehabilitation Program Fees (Fund 740).

ATTACHMENTS

1. Site Plan

2. Renderings

3. Contractor Work Areas

4. Resolution

5. Exhibit A - Zovich Contract

6. Exhibit B - Quality Assurance Agreement

7. Exhibit C - Second Amendment Watry Buehler
Prepared by: Joel Waxdeck
Assistant City Engineer
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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Livermore Village Garage
Site Plan
ATTACHMENT 1
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Livermore Village Garage
Renderings
North Rendering Northwest Rendering
East Elevation Southwest Rendering
ATTACHMENT 2
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Livermore Village Garage
Contractor Work Areas
ATTACHMENT 3
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF $26,700,000, AWARDING A CONSTRUCTION CONTRACT WITH ZOVICH CONSTRUCTION IN AN AMOUNT NOT-TO-EXCEED $30,090,000 FOR THE LIVERMORE VILLAGE PARKING GARAGE (L STREET GARAGE) CONSTRUCTION, PHASE 2, PROJECT 586003, AWARDING AN AGREEMENT WITH QUALITY ASSURANCE ENGINEERING, INC. IN AN AMOUNT NOT TO EXCEED $474,000 FOR CONSTRUCTION INSPECTION SERVICES AND

MATERIAL TESTING, AND APPROVING THE SECOND AMENDMENT TO THE

AGREEMENT WITH WATRY BUEHLER COLLABORATIVE, LLP INCREASING THE AMOUNT OF THE AGREEMENT BY $114,000 TO A TOTAL NOT-TO-EXCEED AMOUNT OF $1,624,000 FOR ADDITIONAL ENGINEERING DESIGN AND CONSTRUCTION SUPPORT

SERVICES
(Livermore Village Parking Garage Construction, Phase 2, Project 586003) The Livermore Village Parking Garage (L Street Garage) Construction Project involves constructing a garage and associated site improvements at the southwest corner of the Livermore Village site.

The project is being constructed in two phases. The first phase is under construction and consists of reconfiguring the surface parking lot south of Veterans Way and east of the future garage and constructing a trash enclosure and electrical infrastructure for future electric vehicle charging stations. The second phase involves building the four-level, 452 space garage, constructing a new pedestrian path between First Street and the garage, and extending the pedestrian path on the east side of the surface lot.

Additional Phase 2 improvements include an access road south of the garage, landscaping north of the garage on Veterans Way, surface lot improvements connecting the garage to the Phase 1 lot, installing a crosswalk at Veterans Way and L Street, and improvements along the property lines between the businesses and the garage. Phase 2 construction is anticipated to start in January 2023 and be completed by June 2024.

Three bids for the Phase 2 project were received on October 26, 2022.

After a thorough review of all bid submittals by the three bidders, staff recommends the City Council award and authorize a construction contract with Zovich Construction, which has been determined to be the lowest responsible and responsive bidder and authorize the City Manager to sign the agreement.

Staff also recommends the City Council approve a professional services agreement with Quality Assurance Engineering, Inc. to provide inspection and materials testing during construction.
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RESOLUTION NO. ________
Staff further recommends the City Council approve a second amendment to the engineering services agreement with Watry Buehler Collaborative, LLP to provide additional design and construction support services.

It is recommended that the City Council authorize supplemental appropriations in the amount of $26,700,000 from Fund 320 (2022 COP Debt Construction Fund) to Fiscal Year 2023-24 to coincide with anticipated construction expenditures and to fully fund the project.

On September 12, 2022, the City Council approved the issuance of up to $47 million in bonds (2022 COP Debt Construction Fund 320) for the Livermore Village Parking Garage Construction, Project 586003. Based on the bids received, the total amount of the bonds will be $41,060,000 to cover the cost of this construction contract, professional services agreement, engineering agreement amendment, other project costs, and issuance costs.

Annual operations and maintenance costs for the new garage are estimated at $130,000 per year and annual replacement costs are estimated at $160,000 per year.

These costs will be funded from the operating budget with Facilities Rehabilitation Program Fees (Fund 740).

The project is in conformance with the City’s General Plan. On September 12, 2018, a Notice of Determination for the project was filed with Alameda County in compliance with Section 21152 of the Public Resources Code. The environmental effects of the project were previously evaluated in the certified Downtown Specific Plan Amendments and Regional Performing Arts Theater Subsequent EIR (State Clearing House Number 2008092085), dated March 30, 2009.

Since adoption of the Previous EIR, there have been no substantial changes in the project or in the circumstances under which the project is being undertaken which would require changes in the Previous EIR, nor has any significant new information become available which would require changes in the Previous EIR, as stated in the “Addendum for the Specific Plan Amendment Project” document prepared by the City, dated August 2, 2018, and adopted on September 10, 2018. The record of project approval is available to the General Public at: City of Livermore, 1052 South Livermore Avenue, Livermore, CA 94550.

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

1. Authorizes a supplemental appropriation of $3,700,000 in Fund 320 (2022 COP Debt Construction Fund) from Fiscal Year 2022-23 to Fiscal Year 2023-24 for the Livermore Village Parking Garage Construction, Phase 2, Project 586003.

2. Authorizes a supplemental appropriation of $23,000,000 in Fund 320 (2022 COP Debt Construction Fund) to Fiscal Year 2023-24 for the Livermore Village Parking Garage Construction, Phase 2, Project 586003.
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RESOLUTION NO. ________

3. Awards a construction contract to Zovich Construction for the Livermore Village Parking Garage construction in an amount not-to-exceed $30,090,000 for the Phase 2, Project 586003, and authorizes the City Manager to sign the agreement, attached hereto as Exhibit A and incorporated by this reference.

4. Rejects all other bids or proposals;

5. Authorizes the City Manager to sign on behalf of the City of Livermore, the Professional Services Agreement with Quality Assurance Engineering, Inc., attached hereto as Exhibit B and incorporated by this reference, in an amount not-to-exceed $474,000 for construction inspections and materials testing services for the Livermore Village Parking Garage Construction, Phase 2, Project 586003.

6. Authorizes the City Manager to sign on behalf of the City of Livermore, the Second Amendment to the Engineering Services Agreement with Watry Buehler Collaborative, LLP, attached hereto as Exhibit C and incorporated by this reference, increasing the amount of the agreement by $114,000 to a total not-to-exceed amount of $1,624,000 for additional design and construction support services for the Livermore Village Parking Garage Construction, Phase 2, Project 586003; and

7. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.

On motion of Council Member _________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara Mazzanti___________
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A – Construction Contract with Zovich Construction Exhibit B – Professional Services Agreement with Quality Assurance Engineering, Inc.

Exhibit C – Second Amendment to Engineering Design Agreement with Watry Buehler Collaborative, Inc.
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CITY COUNCIL STAFF REPORT ITEM NO. 5.8
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Scott Lanphier, Public Works Director
SUBJECT: Resolution approving the second amendment to the Third Amended and Restated Franchise Agreement approving the assignment of Livermore Sanitation, Inc. to Waste Connections.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution approving the Second Amendment to the Third Amended and Restated Franchise Agreement approving the Assignment of Livermore Sanitation, Inc. to Waste Connections.

SUMMARY
In the fall of 2021, Livermore Sanitation, Inc. (LSI) staff notified the City that they planned to sell LSI to another company, Waste Connections, along with their holdings in San Jose and Milpitas, and parts of eastern Alameda County served by LSI.

The Review of Waste Connections demonstrated that they have the requisite qualifications, experience, and performance record to be considered for the Assignment and reference checks to other agencies were generally positive.

Waste Connections has outlined their commitment to adhering to the terms of the Franchise Agreement, including maintaining the same quality of services that the Livermore community has come to expect from LSI and retaining all full-time staff. They will continue to operate locally at the offices on National Drive in Livermore.

Staff recommends the City Council consider and approve the Assignment of LSI to Waste Connections, Inc.
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DISCUSSION

BACKGROUND
In June 2008, because the term of the contract with Waste Management was ending, the City Council directed staff to release a Request for Proposals (RFP) in order to procure a franchise agreement to collect solid waste and recyclable materials from the Livermore community. In response to the RFP, the City received proposals from three companies in April of 2009; Waste Management declined to submit a proposal to continue to serve the community.

In September 2009, the Livermore City Council selected Livermore Sanitation, Inc. because the company offered enhanced services at the best price compared to other proposers.

On April 27, 2020, the City Council adopted a resolution authorizing the execution of the Third Amended and Restated Agreement with Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials, and Compostable Materials Services (Franchise Agreement). This action extended the Franchise Agreement term for a minimum period of 10 years, until June 30, 2030, and included new trucks and other equipment, and enhanced services for the Livermore rate payers.

The Franchise Agreement extension also included responsibilities for compliance with Senate Bill 1383, the Short-Lived Climate Pollutant Reduction Act of 2016, which established aggressive targets to achieve a 75 percent reduction in the statewide disposal of organic waste beginning in 2025.

DISCUSSION
In the fall of 2021, LSI staff notified the City that they planned to sell LSI to another company, Waste Connections, along with their holdings in San Jose and Milpitas, and parts of eastern Alameda County served by LSI. Waste Connections is a national solid waste company with headquarters in The Woodlands, Texas and Vaughan, Ontario.

Section 12.5 of the Franchise Agreement with LSI requires City Council approval of any assignment and reserves the right for the City to conduct an Assignment Review (Review). The Franchise Agreement also requires LSI to provide the City with a non-refundable payment of $100,000 to cover the costs of the Assignment evaluation. These funds have been received and used to cover costs related to consultant services and outside counsel.

The Review was performed by HF&H Consultants and the final report is attached to the Resolution as Exhibit B. The areas of evaluation included:

Compliance Review - An audit of LSI’s compliance and performance under the current Agreement.

Assignment Term - A review of the financial and other terms of the change in control between the Franchisee and the Assignee.

Financial Condition - A review and determination of the financial health and stability of both the Franchisee and Assignee.

Experience and Qualification - A review of information regarding the experience, qualifications, and the performance of the Assignee to assess their ability to perform at or above the levels of the current Franchisee.
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Compliance Review
As a result of the Review, it was determined that Waste Connections meets the minimum criteria for the consideration of the Assignment based on the information provided. The only concern resulting from the Review was that Waste Connections initially failed to disclose certain information related to Liquidated Damages, as the penalty amounts were considered insignificant by the Securities and Exchange Commission. However, after a second request, Waste Connections did provide all information related to Liquidated Damages assessed in other California jurisdictions.

These Liquidated Damages related to missed pickups by Waste Connections in one other community, which represented a small (approximately 0.05%) proportion of all pickups. Liquidated Damages during the past 5 years for these issues totaling up to $10,000 annually, and represent an immaterial amount (0.03%) of overall company revenue.

The City discussed these service-related concerns with Waste Connections and was assured of the company’s commitment to provide excellent uninterrupted service. Overall, the Review found that Waste Connections has the requisite qualifications, experience, and performance record to perform the services described by the Franchise Agreement.

The Review of LSI’s past performance identified certain minor shortfalls and discrepancies in services described by the Franchise Agreement, but these were promptly resolved and never resulted in Liquidated Damages or findings of default.

It is important to note that the transition to Waste Connections ownership should be seamless since Waste Connections has agreed to maintain the same LSI trucks, logos, staff, and outreach for the foreseeable future. Waste Connections has stated that the current employees will retain their roles, including the current general manager. Also, additional accounts receivable and accounts payable staff will be retained and housed at the facility on National Drive.

Given the change in ownership, there will be some differences. Currently, all LSI owners are local, familiar with the community, and decisions are made quickly. Since Waste Connections is a larger, nationwide company with a corporate board of directors, major decisions may take longer and will involve regional managers and senior management.

Assignment Terms
Upon Review of the terms of the Assignment, Waste Connections should be able to make a reasonable return on investment without creating undue risk to the rate payers. The City will continue to monitor the Franchise Agreement requirements and Waste Connections’ performance to ensure that staffing is adequate and operational service levels are maintained. This is a stock buy out and there will be no change to the LSI management structure; LSI will become a wholly-owned subsidiary of Waste Connections.

Financial Condition
Calculations based on financial statements provided by both Waste Connections and LSI show favorable returns based on industry standards and services should not be compromised in order to maintain profitability. More detail on the financial analysis can be found in the Review report labeled Exhibit B to the Resolution.
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Experience and Qualifications
Reference checks were performed for the communities currently served by Waste Connections. Of the references that responded to feedback requests, most comments were positive, as detailed in the Review report. All responsive references stated that they would be willing to extend the contract with Waste Connections if given the opportunity, and any criticisms offered related to the intermittent disconnect between corporate and local teams for approvals and decision-making.

As mentioned previously, the sale also included the assignment of contracts with Garden City Sanitation in San Jose and Milpitas Sanitation in Milpitas, along with the LSI services to some areas of eastern unincorporated Alameda County. City staff contacted staff from San Jose and Milpitas to find out if the transition to Waste Connections proceeded smoothly or if there were any difficulties encountered during the change.

San Jose staff administratively approved the Assignment to Waste Connections in 2021, per the terms of their franchise agreement. San Jose has multiple franchise collection contracts, and Garden City Sanitation provided garbage collection service only (not recycling or organics) to approximately 130,000, or 2/3 of single-family homes in San Jose. In addition, Green Team, a Waste Connections subsidiary, has served the City of San Jose since 1993. Therefore, San Jose staff were already familiar and satisfied with Waste Connections and their services/staff. According to San Jose staff, the transition from Garden City to Waste Connections was seamless because most the staff is the same, branding is the same, there have been no complaints from residents about service deficiencies, and no special rate increase requests.

Similar to Livermore, the Milpitas franchise agreement terms required their City Council to consider approval or rejection of the Assignment. In December 2021, the Milpitas Council initially voted to reject the Assignment, but after further negotiations, in May 2022, Milpitas approved the Assignment request.

The Assignment transition occurred in late July and early August, and Milpitas now has one franchise agreement with Milpitas Sanitation, owned by Waste Connections. According to Milpitas staff, the changeover has been seamless, and there have been no complaints from residents or businesses about service quality issues. Uniforms and branding have remained the same, and staffing is the same.

At this time, Alameda County has not yet acted on the Assignment request. After speaking with Alameda County staff, it appears they will consider the City of Livermore’s decision prior to any Board of Supervisors’ action.

Letter of Commitment
In response to staff’s request and the findings of the Review, Waste Connections has written a letter of commitment attached to the Resolution as Exhibit A. They have committed to maintain the same level of services that the Livermore community has come to expect from LSI, and there will be no immediate changes to logos or branding, and Waste Connections has agreed to notify the City in advance if it intends to make any changes in the long term.

Waste Connections has agreed to retain all full-time staff, keep comparable compensation and benefits for LSI staff, and honor collective bargaining and union agreements. They will continue to operate locally at the offices on National Drive in Livermore.

Waste Connections has committed to remedy any remaining shortfalls identified by the Review and are 219
committed to adhering to the requirements of the Franchise Agreement in its entirety. They have also committed to retain ownership of LSI for a minimum of five years.

Waste Connections has committed to assist the City in meeting its obligations under Senate Bill 1383, including using existing funding sources to purchase compost and host two compost giveaways annually.

Waste Connections has also agreed to consider purchasing zero-emission collection vehicles as improved technology becomes available and when the price is comparable to current fleet costs.

Public Engagement and Outreach
LSI has mailed a postcard to each account on file announcing the proposed change of ownership and notifying the community that no changes to the quality and consistency of collection services are anticipated. The final Review report and Waste Connections’ commitment letter have been posted to the City’s Environmental Services Division webpage, along with a frequently asked questions document and City staff contact information if residents or businesses have additional questions.

Staff recommends the City Council consider and approve the Assignment of Livermore Sanitation, Inc. to Waste Connections.

FISCAL AND ADMINISTRATIVE IMPACTS
No fiscal impacts are anticipated because Waste Connections has committed to continuing to honor the terms of the current Franchise Agreement. Waste Connections will continue to follow the rate adjustment methodology as described by the Franchise Agreement, and is prohibited from passing the Assignment transaction cost to the ratepayers.

ATTACHMENTS

1. Resolution

2. Exhibit A - Waste Connections, Inc. Letter of Commitment

3. Exhibit B - HFH Assignment Review Report

4. Exhibit C - Second Amendment to Third Amended and Restated Franchise Agreement Prepared by: Judy Erlandson
Public Works Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

THIRD AMENDED AND RESTATED FRANCHISE AGREEMENT
On September 28, 2009, the Livermore City Council adopted Resolution No. 2009- 189 approving a franchise agreement for solid waste collection services: Agreement between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services (the “Original Agreement”).

On May 9, 2011, the City Council adopted Resolution No. 2011-069 approving the Amended and Restated Agreement between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services.

On September 8, 2014, the City Council adopted Resolution No. 2014-141 approving the Second Amended and Restated Agreement between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services.

On June 8, 2015, the City Council adopted Resolution No. 2015-075 approving the Special Rate Review Amendment to the Franchise Agreement.

On November 9, 2015, the City Council adopted Resolution No. 2015-157 approving the Second Amendment to the Franchise Agreement.

On April 27, 2020, the City Council adopted Resolution No. 2020-051 approving the Third Amended and Restated Agreement between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services (the “Original Franchise Agreement”).

On May 9, 2022, the City Council adopted Resolution No. 2022-076 approving the First Amendment to Agreement for Services amending the Original Franchise Agreement (the Original Franchise Agreement as amended by such First Amendment being referred to as the “Franchise Agreement”).

On October 19, 2021, LSI staff notified the City that they planned to sell all shares of LSI to another company, Waste Connections US, Inc. (“Waste Connections“).

On October 21, 2022, Waste Connections submitted a final letter of commitment to the City which is attached hereto as Exhibit A.

Section 12.5 of the Franchise Agreement with LSI requires City Council approval of any assignment and reserves the right for the City to conduct an assignment review. 221
RESOLUTION NO. ________
On September 28, 2022, HF&H Consultants finalized their Assignment Report which is attached hereto as Exhibit B.

As a result of the review, City staff determined that Waste Connections meets the minimum criteria for the consideration of the Assignment based on the information provided.

At a public City Council meeting, the City Council agreed to the assignment and the associated amendments to the Franchise Agreement.

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

1. Waste Connections provided the Letter of Intent, dated October 21, 2022, outlining its commitments to the City and its residents, which is attached hereto as Exhibit A and incorporated by this reference. The City has relied on the commitments and warranties in that letter and the Assignment Report for the adoption of this Resolution and its approval of the Second Amendment to the Franchise Agreement as set forth below.

2. The City Manager is authorized to sign on behalf of the City of Livermore, the Second Amendment to the Franchise Agreement, attached hereto as Exhibit C. A copy of the Franchise Agreement is on file in the Office of the City Clerk.

3. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed Second Amendment.

4. This Resolution is not subject to the requirements of California Environmental Quality Act (“CEQA”). This Resolution is not a “project” within the meaning of Section 15378 of Title 14 of the California Code of Regulations (“State CEQA Guidelines”) because it has no potential for resulting in direct or indirect physical change in the environment. The amendment of the franchise agreement is exempt from CEQA review because it does not constitute a project under CEQA pursuant to Section 15378(b)(5) of the State CEQA Guidelines, which provides that organizational and administrative activities of governments that will not result in physical changes in the environment are not considered projects for CEQA purposes. The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City Clerk’s office. The custodian for these records is the City Clerk of the City.

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
Attachments:

Exhibit A - Waste Connections, Inc. Letter of Commitment Exhibit B – HF&H Assignment Review Report
Exhibit C - Second Amendment to Third Amended and Restated Franchise Agreement 223

EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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September 28, 2022
Ms. Judy Erlandson
Public Works Manager
Environmental Services Division
Public Works Department
City of Livermore
[email protected]
Transmitted via email
Subject: Solid Waste Franchise Assignment – Livermore Sanitation Inc. – FINAL REPORT Dear Ms. Erlandson:

HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence review (Review) of the assignment of the City of Livermore’s Solid Waste, Recyclable Materials, and Compostable Materials Services Agreement (Agreement) with Livermore Sanitation Incorporated (LSI). This report presents the scope of our Review, the findings of our Review, proposed conditions to the assignment of the Agreement based on our Review, and our recommendations.

Sincerely,

HF&H CONSULTANTS, LLC
Rob Hilton
President

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TABLE OF CONTENTS
EXECUTIVE SUMMARY ................................................................................................ 1 SECTION 1 OVERVIEW................................................................................................. 2 A. Background................................................................................................................. 2 B. Techniques ................................................................................................................. 3 C. Limitations of the Analysis .......................................................................................... 3 SECTION 2: FINDINGS & RECOMMENDATIONS ........................................................ 4 A. Compliance Review .................................................................................................... 4 B. Review of Assignment Terms ................................................................................... 14 C. Review of Financial Condition of Franchisee and Assignee ..................................... 14 D. Review of Experience and Qualifications of Assignee.............................................. 16

TABLE OF FIGURES
Figure 1: LSI Vehicle Inventory Capital ...................................................................................... 9 Figure 2: LSI New Vehicle Inventory Capital .............................................................................. 9 Figure 3: Summary of Insurance Requirements per Agreement................................................12 Figure 4: Financial Ratio Benchmarking – LSI ..........................................................................15 Figure 5: Financial Ratio Benchmarking – WC..........................................................................16

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GLOSSARY
Agreement – Solid Waste, Recyclable Materials, and Compostable Materials Services Agreement between LSI and the City.

Assignee – See WC
Assignment – a change in control that falls under the definition of Assignment pursuant to the terms of the Agreement.

CSR – Customer Service Representative
Franchisee – see LSI
City – City of Livermore
LSI – Livermore Sanitation Inc, the hauler for the City.

PEOP – Public Education and Outreach Plan.

RDRS – Recycling and Disposal Reporting System
Review – Assignment Review.

WC – Waste Connections, INC.

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EXECUTIVE SUMMARY
LSI has proposed an Assignment of its Agreement with the City. An assignment, as defined in the franchise agreement, means any material change in the ownership of the company. In this case, LSI has proposed to sell all of the stock of LSI to Waste Connections. This report presents the City with the results of HF&H’s Review to support the City in determining whether it is in its best interest to accept the terms of the proposed Assignment.

HF&H was engaged to perform a Review of LSI in accordance with Section 12.5 of the Agreement. In general, the review found that the transaction will result in a change in control and governance of LSI.

Waste Connections (the acquiring company) appears to meet the minimum criteria for the consideration of the Assignment from our review of provided documents.

Waste Connections has stated that the current management and employees will be retained, however each of those employees has the ultimate discretion about their choice to remain employed and it is important that Waste Connections maintains a work environment that encourages those valued employees to stay.

Our Review of Waste Connections demonstrated that they have the requisite qualifications, experience, and performance record to be considered for the assignment and reference checks to other agencies were generally positive. The only concern raised in the review of Waste Connections relates to their failure to disclose certain information related to the assessment of liquidated damages against them. The particular issue was discussed with Waste Connections and a revised disclosure was provided.

Our Review of LSI identified certain shortfalls in performance that are documented herein. The specific issues were relatively minor in nature, were promptly resolved, and never resulted in the contractor being subject to liquidated damages or found in default of the Agreement.

HF&H recommends that the City review and consider the specific findings of this report prior to approving any Assignment of the Agreement. Should the City wish to proceed with Assignment, HF&H recommends conditioning the approval of the Assignment on LSI’s agreement to implement the various recommendations contained in this report.

In addition to its obligations under the Agreement, Waste Connections has provided written assurances regarding their commitments to:
• Retain current staff and notify the City in writing regarding open and new staff positions; • Keep the current rate-adjustment methodology as outlined in the Franchise Agreement so as to maintain modest annual rate increases;
• Provide quality service in accordance with standards spelled out in the Franchise Agreement; • Continued community engagement; and,
• Comply with section 12.5.2 of the Franchise Agreement.

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SECTION 1 OVERVIEW
A. Background
The Agreement between LSI and the City provides LSI with the exclusive right to collect residential, multifamily, and commercial discarded materials in the City, subject to the limitations of that Agreement and applicable law or where other current programs provide for collection of household hazardous waste. In 2011, the Agreement was amended to adjust certain revenue and related monetary credits due to the City, provisions of services in portions of unincorporated Alameda County, and to establish rates for drop box and compactors organics material services. The Agreement was further amended in 2015 to account for a new collective bargaining agreement and a special rate review for an increased Recyclable Materials processing fee. The Third amendment in 2020 extended the term of the agreement, allowed for additional capital purchases, and prepared for new state legislature (e.g., SB 1383).

In October 2021, LSI notified the City of its intent to sell their company to WC, Inc., a publicly-traded, waste management company. Section 12.5 of the Agreement governs this type of transaction and reserves the right for the Franchising Agency to conduct an Assignment Review (Review). The Review was performed by HF&H Consultants, in accordance with the process outlined in the Agreement, and identified a few performance gaps related to program implementation, reporting, and public education (see “Section 2: Findings and Recommendations”).

The issue areas covered in this Review are as follows:

Compliance Issue Areas
• Implementation of all collection services and recycling programs • Public education and outreach
• Performance consistent with the standards of performance defined in the Agreement • Billing review
• Delivery of material to the correct facilities
• Provision of operating assets that meet the requirements of the Agreement • Reporting
• Payment of fees
• Insurance and performance sureties required by the Agreement • Liquidated damages
Assignment Term Issue Areas
• Financial condition of Franchisee and Assignee
• Risk to Franchising Agency and/or rate payers
Financial Condition Issue Areas
• Financial health and stability
• Return on investment

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• Ability to maintain ongoing operating costs without compromising performance Experience and Qualification Issue Areas
• Experience
• Qualifications
• Performance of Assignee
o Litigation History
o Regulatory violations
B. Techniques
HF&H’s Review team conducted the following activities:
• Initial and follow-up information requests to LSI, WC, and the City. • Phone interviews with LSI’s operations and management staff. • Review of monthly, quarterly, and annual reports and other requested financial and operational data. • Sample testing of LSI collection customers invoices.
• Review of tonnage and facility reports.
• Review and calculation and payment of fees.
• Calls and meetings with LSI.

C. Limitations of the Analysis
The scope of HF&H’s analysis was limited as follows:
• The Review covered a wide range of performance areas in the Agreement. Therefore, the recommendations include several areas for suggested follow-up monitoring related to specific issues. • The information used in the Review is, to the best of our understanding, accurate based on the data and information as provided by LSI, WC and/or the City, and was reviewed for reasonableness within industry standards.
• The Review did not entail independent verification of the accuracy or completeness of all of the source documents provided by LSI, WC, and the City.
• While the recommendations identify potential areas for improvement, the scope of work for the Review did not include development of specific remedies. The City may wish to meet and confer with LSI and WC to implement solutions to the issues identified in this report. • Other matters might have come to our attention that would have been reported to the City had we addressed additional topic areas, additional issues within topic areas, and/or performed additional procedures.

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SECTION 2: FINDINGS & RECOMMENDATIONS
HF&H performed review and analysis of LSI’s performance and compliance with the Agreement, the terms under which the Assignee intends to purchase the Franchisee, the financial health and stability of the Franchisee and its operations, and the experience and qualifications of the Assignee in relation to its ability to perform its obligations at or above the standards defined within the Agreement. The findings of this Review are documented in this section and provide documentation of all instances of non-compliance with the Agreement, as well as other potential areas of concern.

Generally, LSI has been found to be compliant with the terms and conditions of its Agreement with the City, with some exceptions noted in the findings below. For each area where non-compliance was documented, LSI has been notified and has attempted to remedy the situation and/or HF&H has made recommendations to prevent future failures to meet compliance. Particular areas of concern are related to public education, outreach, and reporting.

HF&H believes that the recommendations below should be implemented regardless of the approval of a change in control and that these recommendations should help to ensure that the City’s Agreement needs are better met.

A. Compliance Review
A-1. Implementation of Collection and Recycling Programs Required Under Agreement
The Agreement establishes specific collection services, documented in Section 5 of the Agreement, which must be performed by LSI. HF&H reviewed all requirements of Section 5.2 – Solid Waste Services, 5.3 - Recycling Services, 5.4 – Compostable Materials Program, 5.5 – City Facilities and Events Collection, 5.6 – Provision of Service to Schools, 5.7 – Construction and Demolition Debris Collection, 5.8 – Abandoned Solid Waste Collection, 5.9 Community Garage Sale Event, and 5.10 – E-Waste and U-Waste Collection.

HF&H collected evidence of LSI’s compliance with collection services through materials on their website, rate sheets, monthly reports, quarterly reports, and annual reports as well as discussions with City staff.

Where services could not be verified though documentation, HF&H contacted LSI and/or City staff to verify compliance. It is important to note that only a sample of information from this material was examined during this review.

Findings
HF&H found that LSI is generally compliant with the core collection services for solid waste, recycling, compostable materials, City facilities, schools, C&D, abandoned waste, garage sale events, e-waste and uwaste, and the bulky / on-call cleanup program, with the following exception:
• Multi-family customers subscribed to carts are not offered used oil recovery kit collection, as prescribed in the Agreement. LSI confirmed our assessment and informed us that COVID restrictions and the challenges of getting property manager approval delayed this program.

Recommendations
• HF&H recommends that LSI and the City meet and confer about how to address the above issue now that COVID related restrictions have largely been lifted.

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A-2. Public Education and Outreach Analysis
The Agreement establishes specific public education and outreach requirements to be performed by LSI, in accordance with Exhibit C of the Agreement. This part of the Review was broken into five separate sections: 1) single family; 2) multi-family; 3) commercial; 4) schools; and, 5) special events. For each section, HF&H reviewed printed collateral, Public Education and Outreach Annual Plans (PEOPs), and monthly / quarterly / annual reports from Rate Year 10 and Rate Year 11 that were submitted by LSI on behalf of the City. Printed collateral was reviewed for the inclusion ofspecified educational topics outlined in the Agreement and included newsletters, posters, recycling guides, postcards, and bill inserts. Reports were used to identify the number of engagements LSI had with customers to offer educational and/or technical support.

Findings
Single Family Education and Outreach Activities
HF&H found that LSI is generally compliant with the single-family education and outreach activities, with the following exceptions:

Non-Compliance
• Corrective action noticesfor use in instances where the resident sets out inappropriate materials were not available nor provided to customers until Rate Year 11. • Technical information related to home composting was not provided in brochures and newsletters.

The only information provided to residents was a link in the Q&A section of the LSI website. • Annual clean-ups were not advertised to residents through bill inserts in Rate Year 10 or Rate Year 11.

One of two required newspaper advertisement was provided in Rate Year 11. • LSI’s website does not include a single-family customer address look-up feature that shows collection dates or up to date information on the City’s ranks relative to its 75% diversion goal.

Partial Compliance
• Bill inserts contained service-related announcements (e.g., new services, proper HHW handling, holiday tree collection) instead of the information being printed on the bills themselves. • LSI has not advertised on the local radio or cable television broadcasts in the last 5 years. However, LSI recently participated in a commercial that will air on the local channel along with Livermore Recycles.

Multi Family Education and Outreach Activities
HF&H found that LSI is generally compliant with the multi-family education and outreach activities, with the following exceptions:

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• LSI’s website included a list of ‘green’ complexes in Livermore. However, the list is not searchable or ranked, as required in the Agreement.

Commercial Education and Outreach Activities
HF&H found that LSI is generally compliant with Commercial education and outreach activities, with the following exceptions:

Non-Compliance
• Corrective action notices for use in instances where the resident sets out inappropriate materials were not available nor provided to customers. LSI stated that they are working on notices that will be ready in September 2022.

Partial Compliance
• Newsletters contained general information on re-use, recycled products, and donation locations.

However, the newsletters contained either limited or no specific vendor names, numbers, or contacts. • Bill inserts contained service-related announcements (e.g., new services, proper HHW handling, holiday tree collection) instead of the information being printed on the bills themselves.

Schools Education and Outreach Activities
LSI is required to provide approximately 170 classroom presentations to public school children about recycling and composting at school and at home. LSI provided a list of schools visited in Rate Year 10 and informed HF&H that no schools were visited or requested virtual presentations in Rate Year 11 due to COVID restrictions. HF&H’s review of the number of classroom visits in Rate Year 10 estimated 58 classroom presentations, which is below the requested level in the Agreement.

Special Events Education and Outreach Activities
LSI is required to participate in exhibit booths at special events, assist the City with sponsored events, and assist with the Arroyo Clean-Up. LSI confirmed that while the clean-up did not occur in Rate Year 11, likely due to complications related to COVID, they are still the sponsor for the Arroyo Clean-Ups. LSI’s documentation confirms attendance and participation at these events. The City also informed HF&H that they do see LSI attending community workshops and feel that LSI is actively assisting the City with sponsored events.

Recommendation
• HF&H recommends LSI update their website to include the Single-Family address search feature and the multi-family ‘green’ complex search feature. additional information related to home composting should be included directly on the website under the Single-Family pages. • HF&H recommends LSI include service-related announcements on bills for single-family, multi-family, and commercial customers and include annual clean-up information on single-family bill inserts. • HF&H recommends that the City condition the Assignment on an agreement that if WC’s educational materials are not of a quality acceptable to the City, WC will fund a third-party education contractor to work with the City to design and produce the collateral required by the Agreement. • HF&H recommends that LSI and the City meet and confer regarding the use of local television and radio for promotional activities and adjust outreach material based on the results of this discussion.

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• The commercial corrective action notice should be approved by the City, when complete, and used as appropriate to educate Commercial customers.

A-3. Performance Standards Analysis
The Agreement establishes specific performance standards for LSI’s drivers and customer service representatives (CSR), as documented in Sections 5.18 and 6.11. The performance standards focused around consistent and frequent trainings on safety and upcoming customer-related programs. CSRs are also required to periodically call commercial food scrap customers to confirm their understanding of the program.

HF&H reviewed the monthly driver safety training records, the CSRs’ quarterly training material, and the technical assistance logs to verify that LSI was meeting the requirements as specified in the Agreement.

The driver training records provided sufficient detail on the topic and attendance of the meetings. The CSR quarterly training material included City-specific collection program updates and internal system updates for new organics programs or fees.

HF&H referenced materials and reports gathered as part of its role as Executive Director for the West Valley Solid Waste Management Authority (WVSWMA) where a Waste Connection affiliate (WVC&R) is the service provider. In reviewing reports related to driver and CSR performance, it was found that WVC&R has frequently had long wait times for customer calls. From January 2021 to August 2022, HF&H has performed 175 “secret shopper” calls to log WVC&R call response times for the WVSWMA jurisdictions. The average response time for these calls was over 7 minutes, more than triple the current contractually obligated 2 minutes referenced in section 6.9.4 of the Agreement with LSI. HF&H also found that WVC&R had an average of 200 to 250 missed collection pickups per month over the past five years in their contract with WVSWMA. A double missed pick-up is defined as the failure to collect material that was properly set out from the same customer on two consecutive scheduled pickup days. WVC&R incurred 30 instances of a double missed pick-ups in FY 21-22 alone. Liquidated Damages assessments have been made for these missed pick-ups and for “double-misses” annually, with over $7,000 of assessments made in the past year.

Findings
LSI has met performance standards related to driver safety training and CSR training or activities. While reference checks with the contacts WC provided did not yield complaints about customer service or missed collections, HF&H’s personal experience as contract manager for districts WC serves demonstrates that this has been an issue for WC.

Recommendations
HF&H recommends that LSI maintain a local, bay area call center and retain the number of CSRs required in the agreement in order to help ensure that call response times do not increase and negatively impact customer experience should assignment be granted. HF&H also recommends that new CSR**s continue with the training protocols currently in place and that new CSR hires take “ride-alongs” with drivers in Livermore to familiarize themselves with the service area and meet with City staff periodically to get the City’s perspective on community concerns, programs, and services.

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A-4. Billing Analysis
HF&H reviewed 35 invoices selected from LSI’s April billing database to test for billing errors. Of the 35 selections, 15 were from residential customers, 15 were from commercial and multi-family customers, and 5 were from roll-off customers. The selections included a variety of service levels and miscellaneous charges.

Each invoice was compared to the current rate sheet published on LSI’s website. Charges were checked against the rate sheet items for corresponding customer types and service levels. HF&H noted the amount LSI billed for each charge, and the correct charge for each line item.

Findings
There were no systemic issues found in LSI’s billing review and all reviewed invoices were correct.

Recommendation
HF&H recommend that in addition to third-party billing audits, LSI perform periodic audits of their billing system to ensure customers are charged according to the rate sheet.

A-5. Facilities Use Analysis
The City approved specific disposal, recyclable processing, composting, and C&D processing sites for LSI to deliver the City’s material. The approved disposal and C&D processing site is Republic Service’s Vasco Sanitary Landfill in unincorporated Alameda County. The approved recyclables processing site is Alameda County Industries LLC in San Leandro. The approved composting facility is Blossom Valley Organics North Composting Site in Vernalis. HF&H confirmed LSI was using the approved disposal site by reviewing LSI’s Recycling and Disposal Reporting System (RDRS) export detailing disposal by facility for 2020 and 2021.

HF&H confirmed that LSI uses the approved processing facilities for the City through review of weight tickets for trucks on recyclable materials, compostable materials, and C&D routes.

Findings
LSI is in compliance with delivery of materials to the approved facilities listed in the Agreement.

WC has recently been noticed of an intent to assess liquidated damages for delivering commercial organic material collected in the WVSWMA service area to the residential composting facility, resulting in disposal of more than 60 loads of commercial and multi-family organic materials. WC self-reported the error and indicated that it was done in an effort to save costs. The issue was immediately corrected, and WC was fully cooperative in supplying records and reports evidencing the matter.

Recommendation
It is recommended that LSI add a tonnage reconciliation by facility table to quarterly and annual tonnage reports for the City. HF&H also recommends that tonnage audits be performed periodically to ensure that material continues to be sent to the approved facilities should assignment be approved.

A-6. Asset Analysis
HF&H conducted a detailed review of LSI’s vehicle capital. Current vehicle inventory data was provided by LSI and compared to the vehicle capital proposed in Exhibit G2 Form 4 of the Agreement.

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Findings
Livermore Vehicle Capital
LSI proposed 39 total vehicles to service the City in the Agreement signed in 2008 and added an additional 3 vehicles during the Rate Period 8 cost-based review. As of the 2022 inventory listing, LSI owns 56 vehicles, which is more than the minimum requirements to service the City. Additionally, HF&H confirmed that the collection vehicles are operating on compressed natural gas(CNG), as required in the Agreement, by reviewing fuel purchases during the most recent cost-based rate adjustment and noting the continuation of the CNG index in the rate adjustment methodology. A summary of the vehiclesis provided in Figure 1 below.

Figure 1: LSI Vehicle Inventory Capital
The third amendment to the Agreement required LSI to provide a fleet of new collection vehicles sufficient in number and capacity to efficiently perform the work required in the Agreement. Based on LSI’s inventory listing, the overall number of new collection vehicles is above the minimum required per Exhibit G2. However, there are two few side loaders and four additional front and rear loaders. LSI is likely using the additional front and rear loading vehicles instead of the originally proposed side loaders based on the account types within the City. The findings are summarized in the table below.

Figure 2: LSI New Vehicle Inventory Capital
Recommendation
• No recommendations
A-7. Reporting Standards Analysis
LSI’s monthly, quarterly, and annual reports are subject to the information requirements described in Section 6.3 and Section 6.4 of the Agreement. While none of the reports included documentation related LSI Vehicle Inventory Capital
Vehicle Type
Total Vehicles
Proposed
Revised
Proposed
Vehicles
Total Vehicle
Inventory*
Difference
(Inventory -
Proposed)
Side Loader 18 18 18 0
Front & Rear Loader 7 8 16 8
Roll-Off 4 5 6 1
Utility 10 11 16 5
Total Vehicles 39 42 56 14
*Total per 2022 Inventory Listing
LSI Vehicle Inventory- New Collection Capital
Vehicle Type
Total Vehicles
Proposed
Revised
Proposed
Vehicles
New Vehicle
Inventory*
Difference
(Inventory -
Proposed)
Side Loader 18 18 16 -2
Front & Rear Loader 7 8 12 4
Roll-Off 4 5 5 0
Total Vehicles 29 31 33 2
*Vehicles purchased in 2021 or 2022, as detailed in the 2022 Inventory Listing

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to submission dates in order to verify timely submission to the City, in our conversations with the City they did not indicate to HF&H that any of LSI’s reports were submitted late. When reviewing annual, quarterly, and monthly reports, HF&H noted any inaccuracies or missing information and included them in the findings below.

Findings
Monthly Reporting
HF&H found that LSI was generally compliant with the monthly reporting requirements, with the following exceptions:

Non-Compliant
• A list of accounts that are sixty (60) days past due, including information related to the account or the methods of collection of the bad debt, was not included in the monthly reports. • The annual community garage sale event, which only occurred in Rate Year 11 (2021), was not documented in the June or July 2021 monthly report.

Partial Compliance
• The monthly reports did not include sufficient detail related to the marketable tonnage or residual tonnage of compostable materials or C&D materials.
• The monthly reports did not include sufficient detail related to new multi-family and commercial recyclable and compostable material accounts for cart, bin, and drop box service.

Quarterly Reporting
HF&H found that LSI’s quarterly reports were incomplete or missing key information, as further described below:

Non-Compliance
• Quarterly reports did not include current or historical quarterly averages of data for comparison. • No information was provided on participation percentages by service type and material stream or on the percentage of commercial service volume that is recyclable material and compostable material.
• No information was provided related to pilot and new programs or a summary assessment of the overall solid waste, recyclable materials, and compostable materials programs from LSI’s perspective. • Neither a vehicle inventory nor an education plan for the coming rate period were included in the quarterly reports.

Partial Compliance
• Account information, tonnage data, and diversion levels included in the quarterly reports were described in insufficient detail.
• While the customer service representative trainings were provided in quarterly reports, the reports did not include the date and time of the next quarter’s meeting. • A revenue report summarizing monthly revenue was included in the quarterly reports, but it did not compare the revenues with the compensation and gross rate revenue expectations.

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Annual Reporting
HF&H found that LSI’s annual reports were incomplete or missing key information, as further described below:

Non-Compliance
• The annual reports did not include LSI’s annual financial statements, an equipment inventory, sufficient personnel details, material revenues, a recyclable materials market plan, a commercial and multi-family program performance report, or the income-based subscription report.

Partial Compliance
• Route information, productivity statistics, operational changes, and historical tonnage were provided in the annual report, but it did not include all details as required in the Agreement.

Recommendation
• LSI should compare the reporting requirements as described in Sections 6.3 and 6.4 and ensure all future monthly, quarterly, and annual reports to include all reports, documents, and detail asrequired in the Agreement. Due to issues identified with regard to public education in section 2.A.2 of this report above, particular focus should be placed on provision of public education plans that should be provided as part of reports to the City.

A-8. Fee Payment Review
HF&H reviewed a random selection of LSI’s fee remittances for the City for accuracy and completeness.

Findings
• HF&H recalculated the 11% franchise fee for May 2021 through November 2021 and tied the monthly remittance to the receipts received by the City. No variances in calculation were found in our selection.
• LSI remitted the complete Franchise Monitoring and Enforcement Fee, Street Sweeping Fee, Vehicle Impact Fee, and Neighborhood Preservation Fee for Rate Year 9, Rate Year 10, and Rate Year 11.

HF&H’s recalculation of the annual increase of the various fee yielded small variances from the total remitted by LSI due to rounding. The variance is insignificant in comparison to the total remittance. • LSI remitted the complete SB 1383 Fee for Rate Year 10 and Rate Year 11. HF&H’s recalculation of the SB 1383 Fee’s annual increase yielded small variances from the total remitted by LSI due to rounding.

The variance is insignificant in comparison to the total remittance.

Recommendation
HF&H recommends that both the City and LSI continue to review fee payments to make sure that they are in compliance with the Agreement. That includes making sure fees are escalated appropriately each year where allowed by the Agreement.

A-9. Insurance and Performance Bonds Review
HF&H reviewed the insurance and performance bond requirementslisted in Section 9.5 of the Agreement.

A summary of LSI’s insurance requirements is provided in Figure 3 below. LSI provided copies of current

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insurance certificates and the performance bond for HF&H to review. A summary of documents provided by LSI is included in Figure 3 as well.

Figure 3: Summary of Insurance Requirements per Agreement Insurance
Requirement Coverage of Insurance Provided by LSI
Comprehensive
General Liability
$10,000,000 combined single limit per
occurrence for bodily injury, personal
injury, and property damage.

Certificate of Liability Insurance
for Commercial General Liability
of $1,000,000 per occurrence,
including injury and property
damage.

Automotive Liability $10,000,000 combined single limit per accident for bodily injury and property
damage.

Certificate of Liability Insurance
for Automobile Liability of
$1,000,000 combined single
limit.

Worker’s
Compensation and
Employer’s Liability
Limit of $1,000,000 per accident. Certificate of Liability Insurance for Workers Compensation and
Employer’s Liability of
$1,000,000 each accident
Employee Blanket
Fidelity Bond
$50,000 per Employee covering dishonesty,
forgery, alternation, theft, disappearance,
and destruction
Certificate of Liability for Crime
of $1,000,000
Environmental
Impairment Liability
$10,000,000 covering liability arising from
release of pollution at the Approved
Disposal Facility
Certificate of Liability for
Pollution of $1,000,000
Performance Bond $3,000,000 adjusted every three years to equal three (3) months of annual Gross
Revenue.

Performance Bond of
$5,000,000 with an increase to
$7,250,000 in July 2020.

Umbrella Liability of
$10,000,000 each occurrence
and in aggregate.

Certificate of Property Insurance
of $5,000,000 blanket building
and personal property coverage,
and $7,000,000 Equipment
Breakdown.

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Findings
HF&H has found that LSI’s insurance requirements do not conform exactly to the requirements in the Agreement. As shown above, the titles of the insurance, the coverage levels and the use of an umbrella policy do not appear to be in line with the minimum insurance requirements. While the umbrella policy may provide financial coverage to insurance areas with deficient coverage, HF&H is not an insurance expert and cannot assert an opinion on the completeness of coverage through alternative insurance mechanisms. HF&H recommends that the City’s Risk Manager review the documents provided to HF&H and determine whether LSI has satisfied the minimum insurance requirements and continues to update and meet the minimum performance bond amount.

Recommendation
HF&H recommends LSI review the minimum requirements of the Agreement and obtain revised insurance coverage that meets the qualitative and quantitative requirements of the Agreement. HF&H also recommends the City’s Risk Manager follow-up with LSI in the coming months to confirm LSI has obtained revised insurance coverage and annually to confirm LSI is maintaining sufficient coverage.

A-10. Liquidated Damages Assessment
HF&H requested information from LSI and the City to determine whether any liquidated damages have ever been assessed against LSI. LSI claims that no liquidated damages have been assessed or paid to customers or local governments within the past five years. The City has confirmed LSI has not breached contract or been assessed liquidated damages in the past five years.

HF&H inquired about liquidated damages and breaches of contract assessed against WC during reference checks. No respondents noted that liquidated damages had been assessed. WC represented to HF&H staff through a request for information that no liquidated damages had been assessed in the past five years.

As the Executive Director for WVSWMA, HF&H is aware that over the past five years WVC&R (WC affiliate) has been assessed liquidated damages annually in an average amount exceeding $10,000 each year.

Findings
WC stated that they had not paid liquidated damages to customers or local governments related to solid waste operations when, in fact, they had. HF&H reached out to WC to inquire why these liquidated damages were not reported in the request for information. WC stated that as a publicly traded company they are overseen by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and had no liquidated damages that met the materiality threshold for reporting requirements of those two entities, and therefore did not report those damages as they did not believe them to be relevant. Upon a second request for all liquidated damages assessed upon WC, the company provided liquidated damages assessed by the WVSWMA as a result of performance standards violations and facilities use violations as described in sections A.3 and A.5 of this report.

Recommendation
HF&H recommends that the City, LSI, and WC review the performance obligations to ensure that operations are in compliance, and continue to be in compliance with the Agreement. The City has similar performance standards and liquidated damage thresholds to the WVSWMA agreement, and the City should continue to monitor the reports and service provided by LSI or the acquiring company should

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Assignment be granted. Should changes in collection quality or reliability against the performance standards of the Agreement degrade, the City should work with its contractor to add resources to remedy those issues.

B. Review of Assignment Terms
HF&H reviewed the proposed terms of the change in control between the Franchisee and Assignee, which included the information required by Section 12.5 of the Agreement. This review, along with the review performed in Section 2.C Review of Financial Condition of Franchisee and Assignee (below), is intended to assess whether the proposed sale would create undue risk to the City and/or ratepayers resulting from the transaction.

Findings
Upon review of the terms of Assignment (and the review of the financial condition of the Franchisee and Assignee seen in Section 2.C below), HF&H has concluded that the Assignee should be able to make a reasonable return on investment without creating undue risk to the City and/or ratepayers resulting from the transaction. Calculations based on the financial statements provided by the Franchisee show the Franchisee is in good health and meets, and should continue to meet, favorable returns based on industry standards. Additionally, the return-on-investment calculation has been demonstrated to fall within reasonable industry ranges.

Additionally, the acquisition of this book of business will allow for WC to potentially benefit from extension of the Agreement, along with the strategic benefit of being the incumbent service provider should the City wish to go out to a competitive request for proposal.

Recommendation
HF&H recommends that the City continue to monitor operations and ensure that the Assignee continues to provide operations that meet the obligations of the Agreement throughout the remaining term of the Agreement. LSI should maintain the current customer service/outreach manager position, and three outreach/public education positions, along with its four customer service representatives, currently staffed to serve the City exclusively. LSI also should maintain its current accounting/billing staffing levels of 0.5 FTE controllers, 1 FTE staff accountant, and 2 FTE accounting clerks. These recommendations are essential to maintaining the level of customer service that the City currently receives. The robust reporting requirements, performance and billing reviews, along with the scheduled cost-based rate adjustments, should be sufficient to monitor and ensure that the Assignee is continuing to operate in accordance with the Agreement.

C. Review of Financial Condition of Franchisee and Assignee HF&H reviewed financial statements and other financial materials from both the Franchisee and Assignee to determine the financial health and stability of both. This included reviewing LSI’s and WC’s income statement and balance sheet for two full years and documenting key financial ratios. HF&H compared these financial ratios to benchmarks for companies of a similar size within the solid waste industry. Based on this review and the information obtained during Section 2.B (above), HF&H has provided the results of this analysis and its opinion on whether the individual financial performance of the company is adequate to recover a reasonable return on the investment of the Assignee, and to maintain ongoing operating costs of the Franchisee without compromising operational performance under the Agreement. As appropriate, HF&H worked with WC, the proposed Assignee, to determine the confidentiality of various

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documents provided by the Franchisee and Assignee and established appropriate procedures in maintaining that confidentiality.

HF&H calculated five financial ratios as described below:

Current Ratio: The current ratio roughly measures a company’s ability to pay its current obligations. It is a measure of liquidity; the higher the ratio, the more liquid. It is calculated as the Total Current Assets / Total Current Liabilities.

Quick Ratio: The quick ratio is a more conservative measure than the current ratio to measure a company’s ability to pay its obligations using only the most liquid assets. The higher the ratio, the more liquid. It is calculated as (Cash + Accounts Receivable) / Total Current Liabilities.

Debt to Equity Ratio: The debt to equity ratio measures the relationship between capital contributed by creditors and capital contributed by owners. A low ratio indicates greater financial safety and borrowing flexibility. It is calculated as Total Liabilities / Owners Equity.

Current Debt to Worth Ratio: The current debt to worth ratio expresses the relationship between capital contributed by owners and current capital contributed by creditors. The lower the ratio, the more easily it can cover or meet its debt obligation without having to sell a lot of assets. It is calculated as Current Liabilities / Net Worth
Profit Margin: The profit margin calculation measures a company’s return on total sales. The higher the margin, the more return on its operations. It is calculated as Profit Before Taxes / Total Sales.

Findings
As summarized in the table below, WC and LSI are in equal standing in 2020 as compared to the industry benchmarks, but WC is slightly more favorable in 2021. The financial performance of WC is adequate to recover a reasonable return on the investment and maintain ongoing operating costs without compromising operational performance under the Agreement.

Figure 4: Financial Ratio Benchmarking – LSI
Reporting Year Ratios as Compared to Industry
Type of Ratio Measurement 2021
Industry
2021-221 2020
Industry
2020-211 2021 2020
Liquidity Current Ratio 0.81 1.20 2.39 1.10 Less Favorable More Favorable Quick Ratio 0.32 1.00 0.43 0.90 Less Favorable Less Favorable Debt to Equity Ratio 2.52 2.00 1.57 2.50 Less Favorable More Favorable Current Debt to Worth 0.45 0.79 0.34 0.59 More Favorable More Favorable Operating Profit Margin 18.10% 6.90% 13.59% 6.00% More Favorable More Favorable 1 LSI RMAU Benchmark ID: 562111 Solid Waste Collection Financial Ratio Benchmarks for annual sales equal to or greater than $25million. # of More Favorable 2 4
# of Less Favorable 3 1
# of Even 0 0
Capital
Structure

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Figure 5: Financial Ratio Benchmarking – WC

Recommendation
LSI and WC appear to be in good financial standing. No Recommendation.

D. Review of Experience and Qualifications of Assignee
HF&H reviewed information regarding the experience, qualifications, and performance of the Assignee to assess their ability to perform at or above the levels of the current Franchisee. The experience and qualifications review included an evaluation of biographies, case studies, organizational charts, and reference checks. The performance evaluation included a review of WC’s regulatory violations and litigation history.

Findings
Experience and Qualifications
WC represents that it “will continue to utilize the same personnel, vehicles and other equipment as exists today to fulfill all components of the Franchise Agreement.” Bernadette Camara will continue to manage day to day operations, and will report to Paul Nelson, who will in turn report to Dan Schooler.

Furthermore, it does not appear that any lower-level staff will be affected by the change in control.

Reference checks were performed with regard to WC and other communities it serves. Of the references who were responsive to our calls and emails for discussion, half rated their overall experience with Waste connections a 10/10, with no respondent giving lower than an 8/10. While there may be some bias in reference checks, as it is unlikely a service provider would list a reference they are aware they have a bad relationship with, the results were overwhelmingly positive. Criticism of WC was related to disconnect between the local team and the corporate approval process and discussion about the process the local teams needed to undergo in order to get approval from corporate in order to resolve issues. All references stated they would extend their contracts with WC if given the opportunity, some went as far as saying they would extend up to 25 years.

Reporting Year Ratios as Compared to Industry
Type of Ratio Measurement 2021
Industry
2021-221 2020
Industry
2020-211 2021 2020
Liquidity Current Ratio 0.84 1.20 1.37 1.10 Less Favorable More Favorable Quick Ratio 0.70 1.00 1.21 0.90 Less Favorable More Favorable Debt to Equity Ratio 1.10 2.00 1.04 2.50 More Favorable More Favorable Current Debt to Worth 0.18 0.79 0.15 0.59 More Favorable More Favorable Operating Profit Margin 12.53% 6.90% 4.66% 6.00% More Favorable Less Favorable 1WC RMAU Benchmark ID: 562111 Solid Waste Collection Financial Ratio Benchmarks for annual sales equal to or greater than $25million. # of More Favorable 3 4
# of Less Favorable 2 1
# of Even 0 0
Capital
Structure

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Litigation and Regulatory Performance
HF&H found that LSI had no liquidated damages of breaches of contract assessed. LSI did have one settlement with a former employee, the settlement amount of which would likely be considered immaterial against LSI’s balance sheet.

HF&H has reviewed WC’s litigation history for the past five years, and there are only a few material things to note:
• In 2017, WC’s subsidiary Chiquita Canyon, LLC filed an appeal to a decision from the Los Angeles County Department of Regional Planning with regard to conditions, fees and exactions that reduced their landfill operations and represented a large increase in taxes and fees. Litigation is ongoing.
• In 2017, WC was issued a notice of violation related to a failure to pay fees. WC maintains that this fee was being contested in litigation noted above.

Recommendation
Experience and Qualifications
HF&H recommends that the City require WC to notify them if, and when, any key staff, reporting, accounting, outreach and education, or CSR positions become vacant. If and when vacancies occur, the Assignee should provide the City with updates about attempts to fill the position so that the current staffing metrics are maintained. Additionally, HF&H believes that a performance review should be performed within the first two years of Assignment should it be granted in order to ensure the quality of service rate payers receive is maintained and that all positions remain filled.

Litigation and Regulatory Performance
None of the litigation and regulatory issues identified are directly related to WC’s operations. The City may wish to periodically monitor WC’s compliance with applicable laws through the periodic performance and billing reviews that are allowed under the Agreement.

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SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FRANCHISE

AGREEMENT

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FRANCHISE AGREEMENT, AS AMENDED (this "Amendment") is made this 28th day of November 2022, by and between the CITY OF LIVERMORE, a municipal corporation (the "City"), LIVERMORE SANITATION, INC., a California corporation (the "Contractor"), and WASTE CONNECTIONS US, INC., a Delaware corporation ("Waste Connections"), collectively, "the Parties," with reference to the following:

A. The City and the Contractor are parties to that certain Third Amended and Restated Agreement Between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services, dated April 27, 2020, as amended (the "Franchise Agreement");
B. The Contractor, Waste Connections and other parties have entered a Stock Purchase Agreement, dated as of April 27, 2022, as amended (the "Purchase Agreement"); C. At a closing (the "Closing") to be held on or about December 1, 2022, in accordance with the Purchase Agreement, the current shareholders of Contractor will sell all the common stock in the Contractor (the "Contractor Shares") to Waste Connections, which will result in a change in majority control of the Contractor from the current owners of the Contractor; and
D. The Parties wish to document the terms and conditions upon which the City relies in consenting to the sale of Contractor Shares to Waste Connections (the "Assignment") as set forth in the Purchase Agreement and to amend the Franchise Agreement as permitted by Section 13.5 thereof and as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter set forth and other consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Consent to Assignment. From and after the Closing, the Contractor shall continue to possess all of its right, title and interest in the Franchise Agreement. The Contractor hereby agrees to keep, perform, fulfill and be bound by all of the terms, covenants and conditions required to be kept, performed, and/or fulfilled under the Franchise Agreement from and after the Closing.

2. Condition to Approval. As a condition of the City's approval of the Assignment of the Franchise Agreement, Waste Connections, the Contractor and the City agree as follows.
(a) Waste Connections' Acquisition Costs. Waste Connections agrees that amounts it pays to the current owners of the Contractor under the Purchase Agreement or any other costs incurred by the Contractor or Waste Connections in acquiring or selling stock or real property under the Purchase Agreement shall not, in calculating Rates or adjustments to Rates, be considered as an expense or otherwise affect Rates charged by the Contractor for performing services in the City pursuant to the Franchise Agreement.

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(b) Payment of Costs. Contractor paid the City an advance against the City’s costs to review the Assignment equal to $100,000 as required by Section 12.5.1 A. of the Franchise Agreement.
(c) Payment of Assignment Fee. Contractor shall pay the City an assignment fee equal to 1% of Contractor’s Gross Revenues for the most recently completed fiscal year as required by Section 12.5.1 B. of the Franchise Agreement. Such fee shall be paid prior to, but conditioned upon, the Closing.
(d) Contractor Employees. Waste Connections shall provide non-union employees of Contractor with base compensation, salary, and wages at or above the current amounts as of the effective date of the Amendment. Non-union exempt employees shall be eligible for bonus or incentive compensation at amounts and levels greater than provided as of the effective date of the Amendment. Non-union employees shall receive health and other benefits that are substantially similar to those provided by Contractor. Waste Connections shall comply with the terms and conditions of any collective bargaining or similar agreements applicable to Contractor’s union employees, including salaries and wages and health and other benefits. (e) Guaranty. Waste Connections shall execute and deliver a guaranty in the form set forth in Exhibit A, subject to any edits as to form as approved by the City Attorney, guarantying Contractor’s performance of the Franchise Agreement, as it may be amended. Such executed guaranty shall be provided prior to the Closing. (f) Other Terms and Conditions. As material consideration for the City’s approval of the Assignment, the Parties agree to amend the Franchise Agreement as otherwise set forth in this Amendment.

3. Additional Obligations. Waste Connections and the Contractor hereby represent, affirm and warrant to City:
(a) that Waste Connections has at least ten (10) years of Solid Waste, Recyclable Material, and Organic Materials management experience on a scale equal to or exceeding the scale of operations conducted by the Contractor under the Franchise Agreement;
(b) that in the last five (5) years, Waste Connections has not been the subject of any administrative or judicial proceedings initiated by a federal, State or local agency having jurisdiction over its operations due to an alleged failure to comply with federal, State or local Applicable Law;
(c) that Waste Connections conducts its operations in a safe and environmentally conscientious manner; and
(d) that Waste Connections conducts its Solid Waste, Recyclable Material, and Organic Materials management practices in accordance with sound management practices in full compliance with all federal, State and local laws regulating the handling of Solid Waste, Recyclable Material, and Organic Materials including Hazardous Substances. (e) that Waste Connections’ financial resources are sufficient to ensure its ability to meet all of Contractor’s obligations under the Franchise Agreement in a timely and efficient manner.

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4. Limitation of Future Assignments. The first paragraph of Section 12.5.1 of the Franchise Agreement shall be amended to read in full as follows:
“Contractor shall not enter into negotiations to assign its rights, or delegate, subcontract or otherwise transfer any of Contractor’s obligations under this Agreement, which shall include any Assignment under Section 12.5, to any other Person for a period of five (5) years from the Closing as defined in the Amendment.”

5. Compost Events. Sections 5.23 and 5.24 are hereby added to the Franchise Agreement to read in full as follows:
“5.23 Compost Giveaway Event
Contractor shall host two (2) compost giveaway events per year at the Livermore Sanitation facility at 7000 National Drive in Livermore or elsewhere within the City at locations designated by City. Attendees at each event may pick up to two (2) 1 or 1.5 cubic feet bags of Compost Product per event.

Contractor shall provide at least 3,000 bags of Compost Product for each event.

5.24 Compost Delivery
Deliver up to one hundred (100) cubic yards of bulk Compost Product to a location (e.g. a Compost Hub) designated by City up to once each month.

Compost Product can be picked at each location.

6. Defined Terms. Except as otherwise indicated in this Amendment, any capitalized terms shall have the definition ascribed to them in the Franchise Agreement.

7. Franchise Agreement in Effect. The Franchise Agreement remains in full force and effect and, except as provided herein, has not been modified, altered or amended in any respect and contains the entire agreement between the City and the Contractor with respect to the subject matter thereof. Going forward, the Franchise Agreement shall mean the Franchise Agreement as amended by this Amendment. In the event the Closing does not occur on or before December 31, 2022, this Amendment shall be null and void and the Franchise Agreement shall remain in effect pursuant to its terms and conditions.

8. Counterparts. This Amendment may be signed in three (3) or more counterparts, each of which shall be deemed an original but when taken together shall constitute one and the same instrument. Counterparts may be sent for signature by email.

Signatures on PDF copies thereof shall be deemed original signatures for all purposes and such PDF copies shall be admissible as evidence of the agreement in any and all administrative or judicial proceedings.

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EXHIBIT A

GUARANTY

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EXHIBIT A
THIS GUARANTY (the "Guaranty") is given as of the [___] day of [_____], 2022, by Waste Connections US, Inc., a Delaware corporation, ("GUARANTOR"), to the City of Livermore, a California municipal corporation and general law city ("CITY").

THIS GUARANTY is made with reference to the following facts and circumstances:

A. Livermore Sanitation, Inc., a California corporation (the "CONTRACTOR") and CITY have executed that Third Amended and Restated Agreement Between the City of Livermore and Livermore Sanitation, Inc. for Solid Waste, Recyclable Materials and Compostable Materials Services, dated April 27, 2020, as amended (“Agreement”), which is incorporated herein by this reference.

B. Section 12.5 and 12.5.2(B) of the Agreement require the CITY’s approval of any assignment of the Agreement, which may be conditioned on the assignee’s provision of a guaranty to guarantee the performance of the Agreement.

C. Guarantor has proposed acquiring the common stock of CONTRACTOR as acknowledged that certain First Amendment to the Agreement, which constitutes an assignment under the Agreement.

D. CITY is willing to consent to the assignment of the Agreement as set forth in the First Amendment to the Agreement provided that GUARANTOR executes this Guaranty.

E. GUARANTOR is providing this Guaranty to induce CITY to approve the assignment of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, GUARANTOR agrees as follows:

1. Guaranty of the Agreement. GUARANTOR hereby irrevocably and unconditionally guarantees to the CITY the complete and timely performance, satisfaction and observation by CONTRACTOR of each and every term and condition of the Agreement which CONTRACTOR is required to perform, satisfy or observe. In the event that CONTRACTOR fails to perform, satisfy or observe any of the terms or conditions of the Agreement, GUARANTOR will promptly and fully perform, satisfy or observe them in the place of the CONTRACTOR.

GUARANTOR hereby guarantees prompt payment to CITY of each and every sum due from CONTRACTOR to CITY under the Agreement, as and when due from time to time, and the prompt performance of every other task and duty required to be performed by the CONTRACTOR under the Agreement.

2. GUARANTOR’s Obligations Are Absolute. The obligations of the GUARANTOR hereunder are direct, immediate, absolute, continuing, unconditional and unlimited and, with respect to any payment obligation of CONTRACTOR under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditioned upon the genuineness, validity, regularity or enforceability of the Agreement.

3. Waivers and Subordination. The GUARANTOR shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under Section 1 hereof for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the CONTRACTOR; (2) any amendment,

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modification or waiver of any provision of the Agreement or the extension of its Term (as defined in the Agreement); (3) the actual or purported rejection of the Agreement by a trustee in bankruptcy, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, extension, release or modification with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of CITY’s rights or remedies against CONTRACTOR; or (5) any merger or consolidation of the CONTRACTOR with any other organization, or any sale, lease or transfer of any or all the assets of the CONTRACTOR.

The GUARANTOR hereby waives any and all rights, benefits and defenses under California Civil Code Sections 2809, 2815, 2819, 2845, 2849, 2850, 2899 and 3433 and under or based upon, directly or directly, California Code of Civil Procedure Sections 580a, 580b, 580d and 726, if applicable, and all other rights permitted to be waived by California Civil Code Section 2856(a) including, without limitation, the right to require CITY to (a) proceed against CONTRACTOR, (b) proceed against or exhaust any security or collateral CITY may hold now or hereafter hold, or (c) pursue any other right or remedy for GUARANTOR’s benefit, and agree that CITY may proceed against GUARANTOR for the obligations guaranteed herein without taking any action against CONTRACTOR or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral CITY may hold now or hereafter hold. CITY may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against CONTRACTOR or any other guarantor or pledgor without impairing CITY's rights and remedies in enforcing this Guarantee. The GUARANTOR hereby waives and agrees to waive at any future time at the request of CITY, to the extent now or then permitted by applicable law, any and all rights which the GUARANTOR may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the GUARANTOR hereunder: (a) at any time or from time to time, without notice to the GUARANTOR, the time for CONTRACTOR's performance of or compliance with any of its obligations under the Agreement is extended, or such performance or compliance is waived; (b) the Agreement is modified or amended in any respect; (c) any other indemnification with respect to CONTRACTOR's obligations under the Agreement or any security therefor is released or exchanged in whole or in part or otherwise dealt with; (d) any assignment of the Agreement is effected which does not require CITY's approval; or (e) any termination or suspension of the Agreement arising by reason of a default by CONTRACTOR.

The GUARANTOR hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of nonpayment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, GUARANTOR’s obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from CITY as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by GUARANTOR or CONTRACTOR prior to such avoidance or recovery, or (b) payment in full of any obligations then outstanding.

The GUARANTOR expressly subordinates and waives its rights to subrogation, reimbursement, contribution or indemnity with respect to performance by GUARANTOR of the obligations of CONTRACTOR guaranteed hereby, until such time as CITY receives payment or performance in full of all such obligations.

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4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed by CONTRACTOR, and GUARANTOR shall remain fully responsible under this Guaranty without regard to the acceptance by CITY of any performance bond or other collateral to assure the performance of CONTRACTOR's obligations under the Agreement. GUARANTOR shall not be released of its obligations hereunder so long as there is any claim by CITY against CONTRACTOR arising out of the Agreement based on CONTRACTOR's failure to perform which has not been settled or discharged.

5. No Waivers by CITY. No delay on the part of CITY in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on GUARANTOR shall be a waiver of any obligation of GUARANTOR or right of CITY to take other or further action without notice or demand. No modification or waiver by CITY of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by CITY and by GUARANTOR, nor shall any waiver by CITY be effective except in the specific instance or matter for which it is given.

6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, GUARANTOR agrees to pay reasonable attorney's fees and all other reasonable costs and expenses incurred by CITY in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder.

7. Governing Law; Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws rules for all purposes, including, but not limited to, matters of construction, validity and performance.

As the Agreement is made and performed in Alameda County, GUARANTOR agrees that any action brought by CITY to enforce this Guaranty may be brought in Alameda Superior Court or the Northern District of California as applicable. GUARANTOR appoints the following person as its agent for service of process in California:

Corporation Service Company
DBA CSC – Lawyer Incorporating Service
2710 Gateway Oaks Dr., Ste. 150N
Sacramento, California 95833

8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect.

9. Binding on Successors. This Guaranty shall inure to the benefit of CITY and its successors and shall be binding upon GUARANTOR and its successors, including a successor entity formed by a merger or consolidation, a transferee of substantially all of its assets, and its shareholders in the event of its dissolution or insolvency.

10. Authority. GUARANTOR represents and warrants that it has the corporate power to give this guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and by-laws, and that the person signing this Guaranty on its behalf has authority to do so.

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CITY COUNCIL STAFF REPORT ITEM NO. 5.9
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution rescinding the Garaventa Hills Project Approvals and Environmental Impact Report.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution rescinding the certification of the Re-Issued Final Environmental Impact Report, Findings and Facts, Mitigation Monitoring and Reporting Program, and approvals of a Vesting Tentative Tract Map and Site Plan Design Review in Resolution Nos. 2019-050 and 2019-051.

SUMMARY
On April 22, 2019, the City Council certified a Re-Issued Final Environmental Impact Report (RFEIR) pursuant to the California Environmental Quality Act (CEQA) and adopted Findings and Facts and a Mitigation Monitoring and Reporting Program, approval of a Vesting Tentative Tract Map and Site Plan Design Review for the Garaventa Hills residential project. The RFEIR reviewed the impacts of the implementation of the proposed 47-unit Garaventa Hills Project.

On May 23, 2019, Save The Hill Group filed a lawsuit challenging the RFEIR certification and approval of the project. The Superior Court of the County of Alameda denied the group's challenge. Save The Hill Group appealed, and the Court of Appeal reversed the Superior Court's decision. On September 26, 2022, the Superior Court then specifically directed the City to rescind the certification of the RFEIR and approval of the subdivision and site plan design review within 60 days (November 25). The City must demonstrate compliance with the rescission order to the Superior Court within 75 days (December 10).

DISCUSSION
On April 22, 2019, the City Council adopted Resolution No. 2019-050 certifying the RFEIR and Resolution No. 2019-051 approving Vesting Tentative Tract Map 8094 and Site Plan Design Review for the Garaventa Hills project. The project was for 38 detached single-family units, six attached, affordable single-family residential units, an open space buffer around the perimeter of the site, two open space knolls, public trails, and a privately owned street.
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On May 23, 2019, Save The Hill Group filed a lawsuit against the City of Livermore and the project applicant Lafferty Communities challenging the RFEIR certification and the approval of the project. On September 23, 2020, the Superior Court for the County of Alameda denied the group’s petition for writ of mandate, finding they failed to exhaust their administrative remedies by raising their claims that the noproject alternative analyzed in the RFEIR was inadequate, and denying the remainder of their claims that the RFEIR was inadequate.

Save the Hill Group appealed, and the Court of Appeal for the First Appellate District reversed the trial court, finding the group’s members sufficiently exhausted their claims by asserting that the City should vote to preserve the project site permanently as open space, instead of developing it, using potential funding from the Altamont Landfill Settlement Agreement and Dougherty Valley Settlement Agreement.

The Court ruled that the City failed to comply with CEQA by disclosing the potential availability of funding for open space acquisition and discussing the potential feasibility of this option in the no-project alternative analysis. The Court upheld the trial court’s denial of the remainder of the group’s claims challenging the adequacy of the City’s compliance with CEQA.

In a Writ of Mandamus issued on September 26, 2022, the trial court specifically directed that the City:
(1) vacate and set aside its certification of the RFEIR and approval of the project within 60 days of the service of the writ; and (2) to make an initial return to the writ demonstrating compliance with this first command of the writ within 75 days of service of the writ. Staff recommends the Council adopt the attached Resolution to accomplish the first step. If adopted, the City Attorney will direct outside counsel to file the required return with the court to document the completion of this step of compliance with the writ.

The applicant and property owner have the right to bring the project back for re-review by the City in the future, which would include revising the RFEIR to analyze the no-project alternative to address the inadequacies identified by the Court of Appeal. This step would involve a re-review of the project and environmental document by the City Council. The applicant has indicated an interest in pursuing this step but has not submitted an application at this time.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no significant fiscal or administrative impacts associated with adopting the proposed Resolution. Staff time and resources will be used to provide documentation demonstrating compliance to the Superior Court by December 10, 2022.

ATTACHMENTS

1. Resolution

2. Exhibit A - RESO 2019-050

3. Exhibit B - RESO 2019-051
Prepared by: Steve Stewart
Planning Manager
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Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION RESCINDING THE VESTING TENTATIVE TRACT MAP,

SITE PLAN DESIGN REVIEW, RE-ISSUED FINAL ENVIRONMENTAL

IMPACT REPORT, FINDINGS OF FACT, AND MITIGATION MONITORING

AND REPORTING PROGRAM FOR THE GARAVENTA HILLS PROJECT
On April 22, 2019, the City Council of the City of Livermore, California, adopted Resolution No. 2019-050, certifying the Re-Issued Final Environmental Impact Report (RFEIR) and adopting Findings and Facts and a Mitigation Monitoring and Reporting Program for the Garaventa Hills Project.

Also on April 22, 2019, the City Council of the City of Livermore, California, adopted Resolution No. 2019-051, approving a Vesting Tentative Tract Map (8094) and Site Plan Design Review (13-005) for the Garaventa Hills Project.

On May 23, 2019, an unincorporated association called Save The Hill Group filed a petition for writ of mandate pursuant to the California Environmental Quality Act (CEQA) in Alameda County Superior Court.

On September 23, 2020, the Alameda County Superior Court filed a judgment denying Save The Hill Group’s petition.

On November 23, 2020, Save the Hill Group appealed the superior court’s judgment to the Court of Appeal for the First Appellate District.

On March 31, 2022, the First Appellate District Court of Appeal issued a decision reversing the superior court’s judgment, finding Save the Hill Group adequately exhausted its claims regarding the inadequacy of the “no project” alternative analyzed in the RFEIR and that the City violated CEQA by failing to consider and analyze in the no project alternative the feasibility of permanently preserving the Garaventa Hills Project site as open space using funds from either the Altamont Landfill Settlement Agreement or the Dougherty Valley Settlement Agreement.

On September 26, 2022, the Alameda County Superior Court issued a writ of mandate commanding the City to (1) vacate and set aside its certification of the RFEIR and approval of the project within 60 days of the service of the writ and (2) to make an initial return to the writ demonstrating compliance with this first command of the writ within 75 days of service of the writ.

Also on September 26, 2022, the Alameda County Superior Court entered an amended order and judgment in favor of Save The Hill Group as to the need to analyze potential preservation of the Project site as open space in the revised EIR’s no project alternative analysis before considering whether to reapprove the Garaventa Hills Project. 263
2 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that Resolution Nos. 2019-050 and 2019-051 are hereby rescinded.

BE IT FURTHER RESOLVED that the documents that constitute the record of proceedings upon which this decision is based can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, in Livermore California.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Kimberly D. Cilley
Marie Weber Kimberly D. Cilley
City Clerk Senior Assistant City Attorney
Exhibit A – Resolution 2019-050
Exhibit B – Resolution 2019-051
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IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION CERTIFYING THE RE- ISSUED FINAL ENVIRONMENTAL IMPACT

REPORT AND INSTRUCTING STAFF TO FILE A NOTICE OF DETERMINATION

WITH THE ALAMEDA COUNTY CLERK FOR THE GARAVENTA HILLS PROJECT Vesting Tentative Tract Map 8494, Site Plan Design Review 13 -005) On . July 27, 2011, the City received an application to develop a single- family residential subdivision on the site located east of North Vasco Road, North of Garaventa Ranch Road / Altamont Creek Drive, and West of Laughlin Road. The application included a General Plan Amendment to change the designation to Urban Low Medium Residential ( 2 -3 dwelling units per acre) in order to enable the continued density transfer envisioned under the Maralisa development, a Vesting Tentative Tract Map to subdivide the site, and Site Plan Design Review for the landscaping, architecture, and improvements ( the " Project ").

The City determined that an Environmental Impact Report ( " EIR ") would be prepared for the aforementioned applications for the Project in accordance with the California Environmental Quality Act ( "CEQA ").

On November 18, 2011, the City issued a Notice of Preparation pursuant to CEQA to obtain comments on the proposed scope of the EIR for the Project.

On December 7, 2011, the City held a public scoping meeting for public agencies, organizations, and members of the public to review the proposed project and provide comments on the scope of the environmental review process.

On November 8, 2012, a Notice of Availability of the Draft EIR was issued, including notices to interested groups and individuals for a 45 -day public comment period. A Notice of Completion of the Draft EIR, public comment period, and hearing date was published in a newspaper of general circulation pursuant to CEQA.

On December 4, 2012, the Planning Commission held a public hearing to receive comments on the Draft EIR for the initial proposal. The initial proposal was for 76 homes with a second access via an extension of Hawk Street and new bridge across Altamont Creek. The proposal included a General Plan Amendment to change the land use designation from Urban Low Residential, at 1 - 1. 5 dwelling units per acre, to Urban Low Medium Residential, at 2 -3 dwelling units per acre.

On December 26, 2012, the public comment period on the Draft EIR was closed.

The applicant made the changes listed below to the Project before review and consideration by the Planning Commission:
1 RESOLUTION NO. 2019 -050

EXHIBIT A
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the Planning Commission of the City of Livermore. Based on the above findings, the Planning Commission recommended certification of the Garaventa Hills Final EIR, subject to final review and consideration to the City Council for approval.

On September 14, 2015, the City Council directed the project be returned to the Planning Commission and staff with direction for the project to be more subordinate to the natural landforms and provide alternatives for emergency vehicle and pedestrian circulation. The City Council took no action concerning the Final EIR.

On August 25, 2018, a Re- Issued Final Environmental Impact Report was made available for public review at City Hall and on the City' s website, along with the Final EIR and Draft EIR. Two ( 2) public notices concerning the documents' availability were provided via mail for properties located within 1, 320 feet of the project site, and published in a local distribution newspaper, on August 25, 2018 and on November 24, 2018. The 2018 Re- Issued Final EIR contains an assessment of the 2018 Revised Project. The responses to comments were reassessed in light of the 2018 Revised Project and revisions to the responses are provided as appropriate. None of the revisions or other information contained in the Re- Issued Final EIR would be considered " significant new information" under section 15088. 5 of the CEQA Guidelines and therefore no recirculation of the Draft EIR is required.

On December 4, 2018, the Planning Commission conducted a public hearing to consider a recommendation to the City Council to certify the Re- Issued Final EIR. The Livermore Planning Commission found that the Re- Issued Final EIR has been completed in compliance with the intent and requirements of the CEQA statute, CEQA Guidelines, and the City' s local CEQA requirements and the Final EIR reflect the independent judgment and analysis of the Planning Commission of the City of Livermore. Based on the above findings, the Planning Commission recommended certification of the Garaventa Hills Re- Issued Final EIR, subject to final review and consideration to the City Council for approval.

The City Council held a public hearing on April 22, 2019, considered the Planning Commission recommendations for certification of the Re- Issued Final Environmental Impact Report for the Garaventa Hills project, along with documents and testimony. The City Council incorporates herein by reference the information comprising its and the Planning Commission' s record, and adopts the same in support of its finding as outlined below:

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that the Re- Issued Final EIR ( SCH No. 2011112045) has been completed in compliance with the intent and requirements of the CEQA statute, CEQA Guidelines, and the City' s local CEQA requirements, including the Findings and Facts in Support of Findings Regarding the Final Environmental Impact Report, attached hereto as Exhibit A.

The City Council thus approves and adopts the Re- Issued Final EIR, the Findings, and the Mitigation Monitoring and Reporting Program, attached hereto as Exhibit B. The ReIssued Final EIR and the Mitigation Monitoring and Reporting Program reflect the independent judgment and analysis of the City Council of the City of Livermore. 3 RESOLUTION NO. 2019 -050

EXHIBIT A
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BE IT FURTHER RESOLVED by the City Council of the City of Livermore that, based on the above findings, the Garaventa Hills Re- Issued Final EIR is certified as compliant with the intent and requirements of the CEQA statute, CEQA Guidelines, and the City' s local CEQA requirements.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that, after approval of the application, staff is hereby directed to file the Notice of Determination, attached hereto as Exhibit C, with the Alameda County Clerk.

On motion of Vice Mayor Carling, seconded by Council Member Coomber, the foregoing resolution was passed and adopted on April 22, 2019, by the following vote:

AYES: Council Members Coomber, Munro, Woerner, Vice Mayor Carling, Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:

Sarah Bunting
City Clerk
Date: April 23, 2019
APPROVED AS TO FORM:

Catrina Fobian
Assistant City Attorney
Exhibit A - Findings and facts in support of findings regarding the Final Environmental Impact Report
Exhibit B — Project Mitigation Monitoring and Reporting Program Exhibit C — Notice of Determination
4 RESOLUTION NO. 2019 -050

EXHIBIT A
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EXHIBIT

FINDINGS AND FACTS IN SUPPORT OF FINDINGS REGARDING

THE FINAL ENVIRONMENTAL IMPACT REPORT FOR THE

GARAVENTA HILLS PROJECT
SCH NO. 2011112045)
The following Findings, the mitigation measures specified herein, and the Mitigation Monitoring Program attached hereto are hereby adopted by the Livermore City Council in accordance with California Environmental Quality Act ( "CEQA "), Public Resources Code ( " PRC ") Sections 21081, 21081. 5, 21081. 6, and 21166, and the CEQA Guidelines, Title 14, California Code of Regulations, Sections 15091 through 15093, and Section 15162 for the Garaventa Hills Project (Vesting Tentative Tract Map 8094 SUB13 -001) and Site Plan Design Review ( SPDR) 13 -005).

A. ENVIRONMENTAL REVIEW PROCESS
The Project is comprised of the following:

1. The Project is is a 44 -unit single - family residential subdivision on a vacant, approximately 32 -acre site. A westerly extension of Bear Creek Drive provides access to the internal residential street circumscribing the site' s two prominent knolls.

Single- family detached lot sizes range from 8, 740 square feet to 13, 160 square feet with homes between 2, 390 to 3, 150 square feet in size, excluding garage. The duet lots range in size from 4, 370 square feet to 5, 375 square feet with homes of either 1, 380 or 1, 690 square feet in size, excluding garage. The duet units are attached along one wall, but each unit is on an individual lot with a property line located in the center of the shared wall. Lots and roadways will comprise approximately 40 percent of the site, with the remaining land reserved for open space buffers on the site' s edges, undeveloped knolls with pedestrian trails, and a storm water detention basin with outfall pipe to Altamont Creek.

The City determined that an Environmental Impact Report ( " EIR ") would be prepared for the Project. The requirements for an EIR, under CEQA, are set forth in PRC 21100 and 21100. 1 and State CEQA Guidelines Section 15120 et. seq.

On November 18, 2011, the City issued a Notice of Preparation ( NOP) pursuant to CEQA to obtain comments on the proposed scope of the EIR for the Garaventa Hills project. On December 7, 2011, the City held a public scoping meeting for public agencies, organizations, and members of the public to review the proposed project and provide comments on the scope of the environmental review process. On November 8, 2012, a Notice of Availability of the Draft EIR was issued, including notices to interested groups and individuals for a 45 -day public comment period. A Notice of Completion of the Draft EIR, public comment period, and hearing date was published in a newspaper of general circulation pursuant to CEQA. On December 4, 2012, the Planning Commission held a public hearing to receive comments on the Draft Environmental Impact Report Draft EIR) for initial proposal. The initial proposal was for 76 homes with a second access via an extension of Hawk Street and new bridge across Altamont Creek. The proposal included a General Plan Amendment to change the land use designation from

EXHIBIT A
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Urban Low Residential, at 1 - 1. 5 dwelling units per acre, to Urban Low Medium Residential, at 2 -3 dwelling units per acre. On December 26, 2012, the public comment period on the Draft EIR was closed. On June 11, 2014, the Final EIR was distributed consisting of copies of all written and oral comments, a list of commenters, all responses to oral and written comments, and an appendix containing minor corrections of the Draft EIR. A notice of the Final EIR availability and certification recommendation hearing date was published in a newspaper of general circulation. The analysis and conclusions contained in the Final EIR reflect the independent judgment of the City.

B. PROJECT DESCRIPTION
The 2018 Re- Issued Final Environmental Impact Report, together with the Draft EIR published in November 2012, and the Final EIR published in June 2014 shall constitute the Environmental Impact Report ( EIR) prepared pursuant to the California Environmental Quality Act ( CEQA). A detailed description of the Project is included in the Environmental Impact Report ( "EIR "). The project analyzed within the Re- Issued Final EIR is comprised of the following components described below.

Vesting Tentative Tract Map ( Subdivision). The Vesting Tentative Tract Map will subdivide the site into 47 individual parcels, including 38 detached single - family residential lots, 6 attached single - family residential lots, and 3 homeowners association HOA) parcels that include an open space buffer around the perimeter of the site, a storm water detention basin, the two knolls, public trails, and a private road.

Site Plan Design Review. Site Plan Design Review provides for review of the site plan, streetscape, architecture, and landscaping details.

C. SIGNIFICANT UNAVOIDABLE ADVERSE IMPACTS
Per the analysis of environmental aspects in the Draft EIR, the proposed Project would not result in significant and unavoidable adverse impacts.

D. SIGNIFICANT IMPACTS IDENTIFIED IN THE EIR THAT ARE REDUCED TO A LEVEL OF " LESS THAN SIGNIFICANT" BY THE MITIGATION

MEASURES INCORPORATED INTO THE PROJECT
The following significant impacts have been identified that would be reduced to less than significant with mitigation measures incorporated into the Project. The significant impacts identified below are presented in summary form. For a detailed description of the significant impacts and mitigation measures, see the appropriate text in the EIR.

EXHIBIT A
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Air Quality
Impact Air -1: Construction Period Dust, Emissions and Odors. Construction of the Project would result in temporary emissions of dust, diesel exhaust and odors that may result in both nuisance and health impacts. Without appropriate measures to control these emissions, these impacts would be considered significant.

Mitigation Measure Air -1: Basic Construction Management Practices. The Project shall demonstrate proposed compliance with all applicable regulations and operating procedures prior to issuance of demolition, building or grading permits, including implementation of the following BAAQMD "Basic Construction Mitigation Measures ".

All exposed surfaces ( e. g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day.

All haul trucks transporting soil, sand, or other loose material off -site shall be covered.

All visible mud or dirt track -out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.

All vehicle speeds on unpaved roads shall be limited to 15 mph.

All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.

Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes ( as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations [ CCR]). Clear signage shall be provided for construction workers at all access points.

All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation.

Post a publicly visible sign with the telephone number and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District' s phone number shall also be visible to ensure compliance with applicable regulations.

2. Biological Resources
Impact Bio -1: Loss of Annual Grasslands. The Project will result in the permanent removal of up to 31. 78 acres of non - native annual grassland habitat. An additional up to 1. 18 acres will be temporarily disturbed for construction of the pedestrian bridge and EVA access road over Altamont Creek. Non - native annual grasslands are common throughout the region and removal of this plant community is not considered a significant impact unless special status species are known to use the habitat. Because the site has the potential to support several special status species, this impact would be considered potentially significant.

Mitigation Measures Bio -3a, 3b, 3c, 4a, 4b, 4c, 5a, 5b, and 5c would reduce this impact to less than significant levels through mitigation specific to the special status species that the site could support.

Impact Bio -2: Loss of Designated Critical Habitat for Vernal Pool Fairy Shrimp. The Project will result in the permanent loss of up to 31. 78 acres of grassland that is included 9 EXHIBIT A
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within designated VPFS critical habitat. This is a potentially significant impact.

Mitigation Measure Bio -2: Construction - Period Protection of Offsite Wetlands and Vernal Pools. The applicant shall implement the following measures to minimize the potential impact to off -site wetlands and vernal pools resulting from construction activities on the Project site.
a) Stormwater Best Management Practices shall be implemented during construction activities to avoid the potential for sediments and other pollutants to enter the offsite wetland areas.
b) Install fencing and signage identifying the limits of the wetlands and providing a physical barrier to keep construction equipment and personnel out of the sensitive habitat areas.
c) Schedule grading in close proximity to offsite vernal pools during the non -rainy season in order to minimize potential for sedimentation of the pools. d) Stabilize the natural vegetated buffer between the grading area and the offsite wetlands during the early phases of construction so that it serves as a protective barrier for the wetlands. Stabilization can be accomplished through establishment of vegetation and /or temporary Best Management Practices to prevent erosion and sedimentation from occurring, such as erosion control mats, silt fences, fiber rolls, and /or soil binders.

Mitigation Measure Geo - 5, which requires implementation of a construction - period stormwater pollution prevention plan including Best Management Practices for preventing construction - period stormwater pollution through soil stabilization, sediment control, wind erosion control, soil tracking control, non -storm water management, and waste management and materials pollution control, would also help to mitigate Impact Bio -2.

Impact Bio -3: Potential Take of Vernal Pool Fairy Shrimp. The Project will result in the permanent loss of approximately 0. 004 acre of seasonal wetland that could be occupied by VPFS. This is a potentially significant impact.

Mitigation Measure Bio -3a: Conduct surveys to determine presence /absence of VPFS.

Complete surveys following protocol deemed acceptable by the USFWS to determine presence / absence of VPFS in the seasonal wetland on the Project site prior to initiation of construction. The presence of VPFS can be assumed instead of implementing the surveys required by this measure. If no VPFS are found, no further mitigation is required. If VPFS are found or assumed to be present, implement Mitigation Measures 3b and 3c.

Mitigation Measure Bio -3b: Obtain Authorization from USFWS for take of VPFS. If VPFS are found as a result of directed surveys or are assumed to be present, the Project applicant shall obtain authorization from USFWS for take of VPFS prior to filling or disturbance of the seasonal wetland. USFWS authorization may be obtained through Section 7 of the ESA as a component of the USACE permitting process ( see wetland impacts below).

Mitigation Measure Bio -3c: Obtain offsite compensatory habitat for loss of VPFS habitat if determined to be present. If VPFS are found as a result of directed surveys or are assumed to be present, compensatory habitat shall be provided for loss of this habitat at a 9: 1, 10: 1 or 11: 1 mitigation ratio depending on the location of the mitigation site, as recommended in the East Alameda County Conservation Strategy (EACCS).

Final replacement ratios shall be based on the assessed functions and values of an C!

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agency approved mitigation site
Impact Bio -4: The Project will result in the permanent loss of up to 31. 78 acres and temporary disturbance of up to 0. 08 acre of potential upland aestivation habitat for CTS. In addition, loss of the 0. 004 acre seasonal wetland could result in loss of onsite breeding habitat for CTS. This is a potentially significant impact.

Mitigation Measure Bio -4a: Obtain Authorization from USFWS and CDFG for potential take of CTS. The Project applicant shall obtain authorization from USFWS and CDFW for potential take of CTS prior to initiation of any ground disturbance activities.

Mitigation Measure Bio -4b: Obtain Offsite Compensatory Habitat for Loss /Disturbance of Potential Upland Aestivation Habitat for CTS. The compensatory habitat shall be provided at a 2. 5: 1 to 3: 1 ratio for acres permanently lost and at a 1. 5: 1 ratio for areas temporarily disturbed, as recommended in the EACCS. Final replacement ratios shall be based on the assessed functions and values of an agency approved mitigation site. The mitigation site should be of sufficient quality and quantity to fully offset the permanent loss of habitat and should be permanently protected and managed in perpetuity with sufficient funding to maintain and enhance the quality of the site for CTS.

Mitigation Measure Bio -4c: Implement Appropriate Measures during Construction to Minimize Potential Take of CTS. Minimization measures specified in the authorizations obtained from USFWS and CDFW shall be implemented prior to and during construction: Such measures could include the following:

Project applicant shall contract with a Designated Biologist approved by USFWS and CDFW to monitor construction activities.

All earthwork in the construction area shall be confined to the period of June 15 to October 31, or as approved by USFWS and CDFW.

A barrier with one -way ramps shall be constructed around the limits of grading in the fall prior to the initiation of construction. This barrier will allow CTS to move out of the construction area during the fall /winter and keep them from returning in the spring.

Before any construction activities begin, the Designated Biologist will conduct a training session with construction personnel to describe the CTS and its habitat, the specific measures being implemented to minimize effect to the species, and boundaries of the construction area.

The Designated Biologist shall complete walking surveys of the construction area prior to initiation of ground- disturbing activities each day during the construction period. If any CTS are discovered, the Designated Biologist shall move the animal to a safe, nearby location as predetermined through consultation with USFWS and CDFW.

Impact Bio -5: Loss of Habitat for and Potential Take of Individual California Red - Legged Frogs. The Project will result in the permanent loss of up to 31. 78 acres and temporary disturbance of up to 0. 08 acre of potential upland habitat for CRLF. This is a potentially significant impact.

Mitigation Measure Bio -5a: Obtain Authorization from USFWS for Potential Take of CRLF. The Project applicant shall obtain authorization from USFWS for potential take of CRLF prior to initiation of any ground disturbance activities.

Mitigation Measure Bio -5b: Obtain Offsite Compensatory Habitat for Loss /Disturbance 5 EXHIBIT A
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of Potential Upland Habitat for CRLF. The compensatory habitat shall be provided at a

2. 5: 1 to 3: 1 ratio for the acres permanently lost and at a 1. 5: 1 ratio for areas temporarily disturbed, consistent with the EACCS recommendations for the species. Final replacement ratios shall be based on the assessed functions and values of an agency approved mitigation site. The mitigation site can be the same as that obtained for Mitigation Measure Bio 4b, as long as there is sufficient area to provide habitat for both CRLF and CTS.

Mitigation Measure Bio -5c: Implement Appropriate Measures during Construction to Minimize Potential Take of CRLF. Minimization measures specified in the authorizations obtained from USFWS shall be implemented prior to and during construction. Such measures are expected to be similar to those described for Mitigation Measure 4c.

Impact Bio -6: Loss of burrowing owl habitat and potential harm to individual burrowing owls. The Project will result in the permanent loss of up to 31. 78 acres of grasslands that provide habitat for the burrowing owl. Additionally, individual owls could be harmed during construction activities if they are occupying burrows on the site. This is a potentially significant impact.

Mitigation Measure Bio -6a: Obtain Offsite Compensatory Habitat for Loss /Disturbance of potential burrowing owl habitat. The compensatory habitat to be obtained as described for Mitigation Measures Bio -4b and 5b should also be determined as occupied or suitable for burrowing owls in order to compensate for potential habitat loss resulting from the Project.

Mitigation Measure Bio -6b: Conduct a Pre - Construction Burrowing Owl Survey. A pre - construction survey shall be conducted by a qualified biologist within 30 days prior to initiation of any ground- disturbing activities to ensure individual owls are not harmed. If the survey occurs during the breeding season ( February 1 to August 31) and owls are observed on or within 250 feet of the area of disturbance, a 250 -foot buffer should be established around the occupied burrow with construction fencing. The fenced area should remain in place for the duration of the breeding season while construction activities are occurring. If the survey is conducted outside of the breeding season and owls are observed, owl eviction may be allowed if authorized by CDFG.

Impact Bio -7: Loss of Potential Habitat and Potential Harm to Individual American Badgers. The Project will result in the permanent loss of up to 31. 78 acres of grassland that could provide suitable habitat for American badger. American badgers are a State Species of Special Concern and are typically found in grasslands where there is sufficient food ( burrowing rodents), friable soils, and relatively open, uncultivated ground.

Badgers have large home ranges, typically from about 395 to 2, 100 acres, and are generally solitary aside from temporary family groups, transient mating bonds, and overlapping home ranges. No badgers or signs of badger use have been observed on the Project site. Although not observed on the Project site, there is potential for American badgers to use burrows on the property. Project construction activities could also harm individual badgers if they occupy the site when grading begins. This is a potentially significant impact.

Mitigation Measure Bio -7a: Obtain Offsite Compensatory Habitat for Loss /Disturbance of Potential American Badger Habitat. The compensatory habitat to be obtained as described for Mitigation Measures Bio -4b and 5b will also be determined as occupied or suitable for American badger to compensate for potential habitat loss resulting from the Project.
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Mitigation Measure Bio -7b: Conduct a Pre - Construction American Badger Survey. A pre- construction survey shall be conducted by a qualified biologist no less than 14 days and no more than 30 days prior to the beginning of ground disturbance and /or construction activities or any Project activity likely to impact potential burrows. If occupied burrows are found, one of the following actions shall be implemented by the applicant:

1. Initiate an on -site passive relocation program, through which badgers are excluded from occupied burrows by installation of a one -way door in burrow entrances, monitoring of the burrow for one week to confirm badger usage has been discontinued, and hand excavation and collapse of the burrow to prevent reoccupation; or

2. Have a qualified biologist actively trap and relocate badgers to suitable off -site habitat in coordination with the CDFW.

Impact Bio -8: Loss of potential foraging habitat and potential harm to individual San Joaquin Kit Fox: The Project will result in the permanent loss of up to 31. 78 acres of grassland within the historical range of SJKF. Additionally, there is a slight potential for kit fox to forage or den on the site. This is a potentially significant impact.

Mitigation Measure Bio -8a: Obtain Offsite Compensatory Habitat for Loss /Disturbance of potential SJKF habitat. The compensatory habitat to be obtained as described for Mitigation Measures Bio -4b and 5b should also be determined as occupied or suitable for SJKF in order to compensate for potential habitat loss resulting from the Project.

Mitigation Measure Bio -8b: Conduct pre- construction surveys for San Joaquin kit fox:

The pre- construction survey should be conducted by a qualified biologist no less than 14 days and no more than 30 days prior to the beginning of ground disturbance and /or construction activities or any Project activity likely to impact the San Joaquin kit fox.

If potential dens are present, their disturbance and destruction will be avoided.

If potential dens are located within the proposed work area and cannot be avoided during construction, qualified biologist will determine if the dens are occupied or were recently occupied using methodology coordinated with the USFWS and CDFG.

If unoccupied, the qualified biologist will collapse these dens by hand in accordance with USFWS procedures ( U. S. Fish and Wildlife Service 1999).

Exclusion zones will be implemented following USFWS procedures ( U. S. Fish and Wildlife Service 1999) or the latest USFWS procedures available at the time.

The radius of these zones will follow current standards or will be as follows:

Potential Den - 50 feet; Known Den - 100 feet; Natal or Pupping Den —to be determined on a case -by -case basis in coordination with USFWS and CDFG.

Pipes will be capped and trenches will contain exit ramps to avoid direct mortality while construction area is active.

Impact Bio -9: Loss of Potential Habitat for and Potential Harm to Western Spadefoot Toad: The Project will result in the permanent loss of 0. 004 acre of potential breeding habitat for western spadefoot toad and up to about 31 acres of potential burrowing habitat. Additionally, there is a slight potential for individual western spadefoot toads to be harmed during construction activities. This is a potentially significant impact.

Mitigation Measure Bio -9: Conduct a pre- construction survey for western spadefoot toad. A survey for western spadefoot toad shall be conducted by a qualified biologist a 7 EXHIBIT A
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maximum of one week prior to construction. The survey should include the potential breeding habitat and an area within 50 feet of that habitat. If a western spadefoot toad is found, the biologist shall move it to suitable habitat in a safe location outside of the construction zone. In the event that a western spadefoot toad is observed within an active construction zone, the contractor shall temporarily halt construction activities until a biologist has moved the toad to a safe location outside the construction zone, within similar habitat.

Impact Bio -10: Disturbance of Nesting Birds. Construction activities could adversely affect nesting birds protected by the Migratory Bird Treaty Act and /or Fish and Game Code of California. This is a potentially significant impact.

Mitigation Measure Bio -10: Conduct a Pre - Construction Nesting Bird Survey. Pre - construction surveys for nesting birds protected by the Migratory Bird Treaty Act of 1918 and /or Fish and Game Code of California shall be conducted within 30 days of initiation of construction activities. The survey area shall include the Project site and areas within 100 feet of the site. If active nests are found, the Project shall follow recommendations of a qualified biologist regarding the appropriate buffer in consideration of species, stage of nesting, location of the nest, and type of construction activity. The buffer shall be maintained until after the nestlings have fledged and left the nest. If there is a complete stoppage in construction activities for 30 days or more, a new nesting - survey shall be completed prior to re- initiation of construction activities.

Impact Bio -11: Fill of Jurisdictional Wetlands: The proposed activity will permanently impact approximately 0. 004 acre of seasonal wetland habitat. This area is jurisdictional waters /wetlands. This is a potentially significant impact.

Mitigation Measure Bio11a: Obtain authorization from USACE, CDFG and RWQCB for fill of wetlands and alteration of Altamont Creek. The applicant shall obtain the necessary permits from the USACE, CDFG and RWQCB pursuant to §404 of the Clean Water Act, § 1602 of the California Fish and Game Code, and § 401 of the Clean Water Act, respectively.

Mitigation Measure Bio - 11c: Re- creation of 0. 004 Acre of Seasonal Wetland. The applicant shall create a minimum of 0. 004 acre of seasonal wetland habitat either onsite or offsite to replace the area lost through Project construction. Creation of this habitat shall be done in consultation with USFWS if the existing seasonal wetland is found to support VPFS ( see Mitigation Measure Bio -4c).

3. Cultural Resources
Impact Culture - 1: Disturbance of Unidentified Archaeological Resources, Paleontological Resources, Tribal Resources, or Human Remains. During earth - moving activities at the Project site, it is possible that unidentified archaeological resources, paleontological resources, tribal resources, or human remains could be uncovered and disturbed. This is a potentially significant impact.

Mitigation Measure Culture -1a: Halt Construction Activity, Evaluate Find and Implement Mitigation. In the event that previously unidentified archaeological or tribal resources are uncovered during site preparation, excavation or other construction activity, all such activity within 25 feet of the discovery shall cease until the resources have been

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evaluated by a qualified archaeologist and /or Native American specialist, and specific mitigation measures can be implemented to protect these resources in accordance with sections 21083. 2 and 21084. 1 of the California Public Resources Code.

Mitigation Measure Culture -1b: Prepare Mitigation Plan, Halt Construction Activity, Evaluate Find and Implement Mitigation. Because of the high potential for unique paleontological resources within the Project area, a qualified professional Paleontologist shall prepare a Paleontological Mitigation Plan outlining a paleontological monitoring plan and a salvage plan to be implemented during construction excavation and other ground- disturbing activities for the Project. The Paleontological Mitigation Plan should include the following: in the event that previously unidentified paleontological resources are uncovered during site preparation, excavation or other construction activity, all such activity within 25 feet of the discovery shall cease until the resources have been evaluated by a qualified Paleontologist, and specific mitigation measures can be implemented to protect these resources in accordance with sections 21083. 2 and 21084. 1 of the California Public Resources Code.

Mitigation Measure Culture -1c: Halt Construction Activity, Evaluate Remains and Take Appropriate Action in Coordination with Native American Heritage Commission. In the event that human remains are uncovered during site preparation, excavation or other construction activity, all such activity within 25 feet of the discovery shall cease until the remains have been evaluated by the County Coroner, and appropriate action taken in coordination with the Native American Heritage Commission, in accordance with section of the California Health and Safety Code or, if the remains are Native American, section 5097. 98 of the California Public Resources Code.

4. Geology and Soils
Impact Geo -2: Seismic Hazards. The Project is located in a seismically active region and likely to be subject to strong seismic shaking during the life of the improvements.

The potential for liquefaction is considered to be low, though densification and lateral spreading is possible. The impact related to seismic hazards would be potentially significant.

Mitigation Measure Geo -2: Compliance with a design - level Geotechnical Investigation report prepared by a Registered Geotechnical Engineer and with Structural Design Plans as prepared by a Licensed Professional Engineer. Proper slope and foundation engineering and construction shall be performed in accordance with the recommendations of a Registered Geotechnical Engineer and a Licensed Professional Engineer. The structural engineering design, with supporting Geotechnical Investigation, shall incorporate seismic parameters compliant with the California Building Code.

Impact Geo -3: Unstable Soils and Slope Stability. The topography and soils at the Project site represents a concern for unstable soils and landslides if not properly mitigated. The impact related to unstable soils and landslides would be potentially significant.

Mitigation Measure Geo -2 would also serve to mitigate Impact Geo -3 through requiring compliance with a design - level geotechnical investigation and recommendations. 9 EXHIBIT A
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Impact Geo -4: Expansive Soils. The Project proposes deep fill in some locations that could result in swell /settlement if not properly mitigated. The impact related to expansive soils would be potentially significant.

Mitigation Measure Geo -2 would also serve to mitigate Impact Geo -4 through requiring compliance with a design - level geotechnical investigation and recommendations.

Impact Geo -5: Construction - Period Soil Erosion. Grading and construction activities will expose soil to the elements, which would be subject to erosion during storm events. This is a potentially significant impact.

Mitigation Measure Geo - 5: Construction - Period Stormwater Pollution Prevention Plan SWPPP). The Project applicant shall prepare and implement a SWPPP for the proposed construction period. The SWPPP and Notice of Intent ( NOI) must be submitted to the State Water Resources Control Board to receive a Construction General Permit.

The plan shall address National Pollutant Discharge Elimination System ( NPDES) requirements, include applicable monitoring, sampling and reporting, and be designed to protect water quality during construction. The Project SWPPP shall include " Best Management Practices" ( BMPs) as required by the State and the Regional Water Quality Control Board for preventing stormwater pollution through soil stabilization, sediment control, wind erosion control, soil tracking control, non -storm water management, and waste management and materials pollution control.

The SWPPP shall take into account the following considerations recommended by the preliminary geotechnical report:

Ponding of stormwater, other than within engineered detention basins, should not be permitted at the site, particularly during work stoppage for rainy weather.

Before the grading is halted by rain, positive slopes should be provided to carry surface runoff to storm drainage structures in a controlled manner to prevent erosion damage.

The tops of fill or cut slopes should be graded in such a way as to prevent water from flowing freely down the slopes. Due to the nature of the site soil and bedrock, graded slopes may experience severe erosion when grading is halted by heavy rain. Therefore, before work is stopped, a positive gradient away from the tops of slopes should be provided to carry the surface runoff away from the slopes to areas where erosion can be controlled. It is vital that no completed slope be left standing through a winter season without erosion control measures having been provided.

Because the existing bedrock is relatively nutrient -poor, it may be difficult for vegetation to become properly established, resulting in a potential for slope erosion. Revegetation of graded slopes can be aided by retaining the organic - rich strippings and spreading these materials in a thin layer ( approximately 6 inches thick) on the graded slopes prior to the winter rains and following rough grading. When utilizing this method, it is sometimes possible to minimize hydroseeding.

5. Greenhouse Gas Emissions
Impact GHG - 1 : Increased GHG Emissions. Construction and operation of the proposed Project would be additional sources of GHG emissions, primarily through consumption of 10 EXHIBIT A
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fuel for transportation and energy usage on an ongoing basis. This is a potentially significant impact.

Mitigation Measure GHG - 1: Increased Energy Efficiency. The Project shall demonstrate proposed energy efficiency at least 16% greater than Title 24 requirements prior to issuance of building permits.

Impact GHG - 2: Compliance with Livermore Climate Change Element. The Project plans are not detailed enough at this stage to determine consistency with best management practices included in the Climate Change Element of the Livermore General Plan. This is a potentially significant impact.

Mitigation Measure GHG - 2: GHG Emissions Reduction Best Management Practices BMPs). The Project shall demonstrate proposed compliance with City of Livermore General Plan Climate Change Element BMPs prior to issuance of building permits, including the following. If the City' s Climate Action Plan is approved prior to issuance of permits, requirements of the Climate Action Plan can be substituted for the BMPs below.

Climate BMP No. 1 — Energy- efficient buildings in compliance with the Livermore Green Building Ordinance.

Climate BMP No. 2 — Use of energy- efficient appliances that meet Energy Star standards.

Climate BMP No. 3 — Incorporate solar roofs into commercial development.

Residential development to be " solar- ready" including proper solar orientation south facing roof area sloped at 200 to 550 from the horizontal), clear access on the south sloped roof (no chimneys, heating vents, plumbing vents, etc.), electrical conduit installed for solar electric system wiring, plumbing installed for solar hot water system, and space provided for a solar hot water storage tank.

Climate BMP No. 4 — Incorporate transit and bicycle / pedestrian connections into development.

Climate BMP No. 5 — has been omitted as it applies only to Commercial /Industrial projects.

Climate BMP No. 6 — has been omitted as it applies to parking lots and structures.

Climate BMP No. 7 — In compliance with the Construction and Demolition Ordinance, recycle construction materials and divert construction waste from disposal as feasible.

Climate BMP No. 8 — Include recycling facilities to provide for commercial and /or community recycling of plastic, paper, green waste, and food waste.

Climate BMP No. 9 — Incorporate " heat island" treatments including cool roofs, cool pavements, and strategically placed shade trees.

Climate BMP No. 10 —Use landscaping that meets the City' s Water Efficient Landscape Ordinance.

6. Hazards and Hazardous Materials
Impact Haz -2: Oil Seepage Possibility. Because there are oil seepage issues on a nearby site, it is possible, though unlikely, that near - surface oil could exist on the Project site. The possibility of future oil seepage from near - surface oil is a potentially significant impact.
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Mitigation Measure Haz -2: Confirm Absence of Near Surface Oil or Implement Overexcavation. The absence of naturally occurring oil should be confirmed during grading of the site. If oil is encountered during grading, the following overexcavation shall be implemented:

The area where naturally occurring near surface oil is encountered shall be overexcavated a minimum of 10 feet below proposed finish grade and replaced with engineered fill. This will provide a low permeable fill cap to prevent the upward migration of oil.

Where proposed storm drain lines cross areas where naturally occurring near surface oil is encountered, the area shall be overexcavated a minimum of 5 feet beyond the outside diameter of the proposed storm drain line. The excavation should be backfilled with engineered fill and the storm drain line trenched through the fill. The storm drain trench within the previously overexcavated and backfilled area should be lined with 20 mil visqueen prior to placement of shading and the storm drain line

7. Hydrology and Water Quality
Impact Hydro -1: Construction - Period Erosion and Siltation. Construction of the proposed Project would involve grading activities that would disturb soils at the site. Such disturbance would present a threat of soil erosion by subjecting unprotected bare soil areas to runoff during construction, which could result in siltation to receiving waters.

This is a potentially significant impact.

8. Traffic / Transportation
Impact Traf -5: Hazards Due to Design Features or Incompatible Uses. The proposed Project includes installation of new internal roadways, trail access to open space areas, provision of a pedestrian and EVA bridge and a new vehicle access points from an existing streets, and a roadway crossing of the Altamont Creek Trail that could result in hazards ifthe details are not properly designed. This is a potentially significant impact.

Mitigation Measure Traf -5: Hazards Due to Design Features or Incompatible Uses. The Project's on -site transportation elements, such as sight distances, driveway locations, and marked crosswalk locations, have been reviewed by the Livermore staff with design -level project approvals and meet applicable local regulations. The following design details are recommended, though final details will be determined through consultation with Livermore staff, taking into consideration constraints ofthe site:
a) The stem of each intersection should be stop - controlled or contain other intersection controls.
b) Livermore thoroughfare standards should be followed, which could involve narrowed vehicle lanes, widened sidewalks, reduced corner radii, and installation of corner bulb -outs. Narrower vehicle travel lanes and tighter corner radii with bulb -outs are associated with lower vehicle travel speeds, increased visibility between pedestrians and motorists, and reduce pedestrian roadway exposure. 12 EXHIBIT A
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c) All mid -block trail crossings should be marked with warning signs and a high - visibility crosswalk and include bulb -outs and lighting to enhance pedestrian visibility.
d) According to Livermore' s Municipal Code 3 -15 -050, driveways should be located more than 20 feet from the corners.

Impact Traf -6: Emergency Access. The proposed Project includes a new internal roadway system that connects with existing roadways that could result in inadequate emergency access if the details are not properly designed. This is a potentially significant impact.

Mitigation Measure Traf -6: Emergency Access. The Livermore - Pleasanton Fire Department has reviewed the 2018 Revised Project. Conditions of approval for the Vesting Tentative Tract Map include additional design features and measures necessary for emergency response.

Impact Traf -7: Construction. Construction - related impacts generally would not be considered significant due to their temporary and limited duration. However, depending on the construction phasing and truck activity, this is a potentially significant impact.

Mitigation Measure Traf -7: City Review of Construction Plan. It is expected that the construction plan will be reviewed by the City of Livermore and designed to meet applicable regulations.

Impact Traf -10: Laughlin Road & Northfront Road Intersection. The addition of Project trips would have a cumulatively considerable impact on the delay at an intersection already projected to operate below acceptable levels ( an increase of 8. 9 seconds of average delay during the PM peak hour under Cumulative Plus Project conditions). This is a significant impact.

Mitigation Measure Traf -10: Laughlin Road & Northfront Road Intersection Improvements. The Project shall contribute a fair share amount to improvements at this intersection, as determined by the City of Livermore Community Development Department. The improvements shall consist of either A) or B) below, again as determined in coordination with the City of Livermore Community Development Department:
a) Roundabout. Install a roundabout with yield - control at all three intersection legs.

The current vehicle lane configuration would remain, but right -of -way may need to be expanded to accommodate traffic movements through the intersection.

N
b) Signal Control. Signalize the intersection. The current vehicle lane configuration would need to be altered from the existing one lane in each direction to include a left -turn pocket in the eastbound direction and a right -turn pocket in the westbound direction. Right -of -way may need to be expanded to accommodate the turn - pocket lanes at the intersection.

E. LESS THAN SIGNIFICANT IMPACTS IDENTIFIED IN THE EIR
The Final EIR identifies the following less than significant impacts. The less than significant impacts identified below are presented in summary form. For a detailed description of the less than significant impacts, see the appropriate text in the EIR. 13 EXHIBIT A
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The analysis in this EIR identifies the following environmental effects to be less than significant.

1. Aesthetics

2. Agricultural, Forest and Mineral Resources

3. Cultural Resources

4. Land Use and Planning

5. Noise

6. Population, Public Services and Recreation

7. Utilities /Service Systems
F. OTHER CEQA- REQUIRED ASSESSMENTS
Growth- Inducing Impacts
There are two types of growth- inducing impacts that a project may have: direct and indirect. To assess the potential for growth- inducing impacts, the project' s characteristics that may encourage and facilitate activities that individually or cumulatively may affect the environment must be evaluated ( CEQA Guidelines Section 15126. 2( d)).

Direct growth- inducing impacts occur when the development of a project imposes new burdens on a community by directly inducing population growth, or by leading to the construction of additional developments in the same area. Also included in this category are projects that remove physical obstacles to population growth ( such as a new road into an undeveloped area or a wastewater treatment plant with excess capacity that could allow additional development in the service area). Construction of these types of infrastructure projects cannot be considered isolated from the development they facilitate and serve. Projects that physically remove obstacles to growth, or projects that indirectly induce growth may provide a catalyst for future unrelated development in an area such as a new residential community that requires additional commercial uses to support residents.

The Garaventa Hills Project would develop 44 dwelling units. Using the City of Livermore' s 2013 persons per housing rate of 2. 81 ( as reported by the California Department of Finance), the Garaventa Hills project would add 123 persons. The City of Livermore' s 2013 population was reported to be 83, 325 by the California Department of Finance; thus, the addition of 123 persons would represent an increase of 0. 15 percent.

This amount of population growth is considered negligible; therefore, direct population growth would be less than significant. Additionally, the project sites are currently served by urban infrastructure and utilities; thus, development of the proposed projects would not remove a physical barrier to growth. No impacts would occur.

2. Cumulative Impacts
CEQA defines cumulative impacts as " two or more individual effects, which, when considered together, are considerable, or which can compound or increase other environmental impacts." Section 15130 of the CEQA Guidelines requires that an EIR evaluate potential environmental impacts that are individually limited but cumulatively significant. These impacts can result from the proposed project alone, or together with other projects. The CEQA Guidelines state: " The cumulative impact from several projects is the change in the environment which results from the incremental impact of the project when added to other closely related past, present, and reasonably foreseeable probable future projects." Cumulative impacts can result from individually minor but collectively significant projects taking place over a period of time. 14 EXHIBIT A
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The proposed projects' cumulative impacts were considered in conjunction with other proposed and approved projects in the Livermore area. Based on the analyses in the Draft EIR, the proposed project will not result in cumulatively significant impacts, with implementation of identified mitigation measures, in the following areas: air quality /greenhouse gas emissions; biological resources; geology, soils, and seismicity; hazards and hazardous materials; hydrology and water quality; noise; and utility systems.

G. MITIGATION MONITORING AND REPORTING PROGRAM
When making findings, the lead agency must adopt a reporting or monitoring program for the mitigation measures it has adopted or made a condition of project approval in order to mitigate or avoid significant effects on the environment. The City hereby adopts the Mitigation Monitoring and Report program for the Project included as Exhibit A to these findings. The mitigation measures identified in the Final EIR to reduce significant impacts and adopted and incorporated in to the Project will be monitored pursuant to this monitoring program.

H. ALTERNATIVES
The Final EIR includes two alternatives to the original proposal: Alternative A: No Project, No Development Alternative; and Alternative B: Reduced Density, Current General Plan Allowance Alternative. Alternative A assumes no development of the site.

Alternative B assumes development of the site consistent with the current General Plan designation of Urban Low Density ( UL -1) at 1 - 1. 5 dwelling units per acre. After considering public comments on the Draft EIR and the statements given by neighboring homeowners at a number of Planning Commission and City Council meetings, the applicant has chosen to proceed with developing the site generally consistent with the Alternative B.

Project Objectives. The objectives for the proposed project include:

1. Complete implementation of current Planned Development zoning designation that reflects the Project site' s inclusion in the Planned Unit Development Permit PUD 115 -A) for the Maralisa development, which indicated development with a maximum of 76 single - family homes.

2. Contribute to housing availability to accommodate Livermore' s growing population and to help satisfy Livermore' s share of regional housing needs.

3. Provide housing near Livermore and Tri- Valley employment centers within the existing City Boundary and North Livermore Urban Growth Boundary.

4. Provide a high - quality residential neighborhood that is compatible and integrated with existing nearby residential, park, school and open space uses.

5. Provide adequate access to the site for safety purposes while minimizing environmental impacts and satisfying natural resource and flood control regulatory agencies.

6. Provide buffers as a separation and natural transition from adjacent open space and habitat to urban development.

7. Conserve the two prominent knolls as visual resources for the community.

8. Retain public access to trails around the knolls as a public amenity for hiking and vista views.

Alternatives. The following alternatives to the proposed project are considered in the EIR:
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Alternative A: No Project, No Development Alternative. Alternative A is a " no project" alternative. It assumes the proposed Project is not approved and the site would remain in an undeveloped state, with no development of roadways or residences.

Alternative B: Reduced Density, Current General Plan Allowance Alternative.

Alternative B assumes the Project site is developed consistent with the current " UL -1" Urban Low Residential 1 - 1. 5 dwelling units per acres) General Plan designation. Given this current General Plan designation, the Project site could be developed with another residential project, which could result in the same or greater impacts than the proposed project. Specifically, this alternative assumes 44 residential units would be constructed on the 31. 7 -acre site ( at approximately 1. 5 units per acre). This is 58% of the units proposed under the Project. A residential development at these lower densities would likely be comprised of larger lots covering a similar area as under the Project.

Conclusion on Alternatives
No significant and unavoidable impacts were identified under the proposed Project. All Project impacts are either less than significant or can be reduced to those levels through implementation of the mitigation contained in this Draft EIR. Because of the low impact of the proposed Project, differences between it and the Alternatives are marginal and limited to reductions in already less than significant impacts.

The Draft EIR identifies the No Project, No Development Alternative as the environmentally superior alternative since it proposes no changes to the site. However, this alternative would not advance any project objectives, including the contribution of homes to accommodate Livermore' s growing population and regional housing needs, and to provide housing near Tri- Valley employment centers within the existing City Boundary and North Livermore Urban Growth Boundary.

The CEQA Guidelines also require that "if the environmentally superior alternative is the no project' alternative, the EIR shall also identify an environmentally superior alternative among the other alternatives" ( CEQA Guidelines Section 15126. 6( e)( 2)). In general, the environmentally superior alternative minimizes adverse impacts to the environment, while still achieving the basic project objectives.

The Reduced Density, Current General Plan Density Alternative is the next most environmentally superior alternative with the lower density contributing to reduced impacts related to both the construction period and operational period. Alternative B would result in marginal reductions in already less than significant impacts, requiring mostly the same mitigation. The Reduced Density, Current General Plan Allowance Alternative meets all of the Project Objectives.

In light of the foregoing discussion, the City Council sees no reason to turn down the project as proposed, as it is consistent with the General Plan and consistent with stated project objectives. The No Project Alternative does not meet the objectives of proposed project.

I. STATEMENT OF OVERRIDING CONSIDERATIONS
As set forth above, there are no significant adverse environmental impacts which are identified in the Final EIR. Therefore, a statement of overriding considerations is not required for approval of the proposed project.
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J. RECIRCULATION NOT REQUIRED
No new or substantial changes to the EIR were proposed as a result of the public comment process. The Re- Issued Final EIR responds to comments and makes only minor technical changes, clarifications or additions to the EIR. The minor changes, clarifications, and additions to the EIR do not identify any new significant impacts or substantial increase in the severity of any environmental impacts. Therefore, recirculation of the EIR is not required.

K. RECORD OF PROCEEDINGS
Various documents and other materials constitute the record of proceedings upon which the City Council base their findings and decisions contained herein.

Documents related to this Project are located in the Livermore Community Development Department, Planning Division, 1052 South Livermore Avenue, Livermore, CA.

L. SUMMARY

1. Based on the foregoing Findings and the information contained in the record, the City has made one or more other following findings with respect to each of the significant effects of the Project:
a. Changes or alternations have been required in, or incorporated into, the Project, which mitigate or avoid the significant effects on the environment. b. Those changes or alterations are within the responsibility and jurisdiction of another public agency and have been, or can and should be, adopted by that agency.

C. Specific economic, legal, social, technological, economic or other considerations made infeasible the mitigation measures or alternatives identified in the Final EIR.

2. Based on the foregoing Findings and the information contained in the record, it is determined that all significant effects on the environmental due to the approval of the proposed project have been eliminated or substantially lessened. 17 EXHIBIT A
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Print For

EXHIBIT C
Notice of Determination Appendix D
To:

Office of Planning and Research
U. S. Mail: Street Address:

P. O. Box 3044 1400 Tenth St., Rm 113
Sacramento, CA 95812 - 3044 Sacramento, CA 95814
County Clerk
County of: Alameda
Address: 1106 Madison Street, First Floor
Oakland, CA 94607
From:

Public Agency: City of Livermore
Address: 1052 South Livermore
Livermore, CA 94550
Contact: Planning Division
Phone: 925- 960 -4450
Lead Agency ( if different from above):

Address:

Contact:

Phone:

SUBJECT: Filing of Notice of Determination in compliance with Section 21108 or 21152 of the Public Resources Code.

State Clearinghouse Number ( if submitted to State Clearinghouse): 2011112045 Project Title: Garaventa Hills project
Project Applicant: Lafferty Communities
Project Location ( include county): Livermore, Alameda County Project Description:

Development of an approximately 31. 7 acre vacant site with 44 residential units, consisting of 38 single - family detached units and 6 duet /couplet units. A proposed westerly extension of Bear Creek Drive would provide access to the internal residential street, and an emergency vehicle access ( EVA), pedestrian, and bicycle bridge is proposed at Hawk Street.

This is to advise that the City of Livermore
x Lead Agency or Responsible Agency)
described project on 4/ 22/ 2019
date)
described project.
has approved the above
and has made the following determinations regarding the above The project [ will X will not] have a significant effect on the environment.

2. X An Environmental Impact Report was prepared for this project pursuant to the provisions of CEQA.

A Negative Declaration was prepared for this project pursuant to the provisions of CEQA.

3. Mitigation measures [ X were were not] made a condition of the approval of the project.

4. A mitigation reporting or monitoring plan [ x was was not] adopted for this project.

5. A statement of Overriding Considerations [ was X was not] adopted for this project.

6. Findings [ X were were not] made pursuant to the provisions of CEQA.

This is to certify that the final EIR with comments and responses and record of project approval, or the negative Declaration, is available to the General Public at:

City of Livermore Planning Division, 1052 South Livermore, Livermore, CA 94550 Signature ( Public Agency):

Date:

Title:

Date Received for filing at OPR:

Authority cited: Sections 21083, Public Resources Code.

Reference Section 21000- 21174, Public Resources Code. Revised 2011

EXHIBIT A
298

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION APPROVING VESTING TENTATIVE TRACT MAP 8094 SUBDIVISION 13- 001) AND SITE PLAN DESIGN REVIEW (SPDR) 13-005, AUTHORIZING THE ALLOCATION OF 44 HOUSING IMPLEMENTATION PROGRAM

UNITS FOR THE PROJECT, AND AUTHORIZING THE APPLICANT TO PROVIDE

SIX DUET UNITS AS PROPOSED AND TO MAKE A CASH PAYMENT EQUIVALENT TO 3. 15 AFFORDABLE UNITS TO SATISFY THE AFFORDABLE HOUSING

OBLIGATION
Garaventa Hills)
At a public hearing on December 4, 2018, the Planning Commission considered an application by Lafferty Communities for the development of 44 residential units on a vacant approximately 32- acre parcel ( the " project").

On September 14, 2015, the City Council denied approval of a prior version of the project, determining that it could not make the findings necessary to support the project. In Resolution No. 2015- 127, the City Council stated it could not make the following findings: ( 1) that the project was consistent with the General Plan because the proposed project was not subordinate to the existing landforms and due to the extensive amount of proposed grading for the Project; and ( 2) that the project site was suitable in terms of design, location, shape, size, operating characteristics, and the provision of public and emergency vehicle access.

The City Council encouraged the applicant to revise the project to make it both physically and aesthetically more subordinate to the natural landforms/ knolls and reduce overall grading, while providing a secondary emergency vehicle and pedestrian access. To do so, the City Council suggested several project modifications in Resolution No. 2015- 127 including: ( 1) reducing the number of units; ( 2) reducing the size of the units; ( 3) reducing the height of the units; ( 4) narrowing street widths; ( 5) reducing wall heights; and/ or ( 6) providing high quality visual simulations/ videos that accurately represent the project in context with the natural environment and neighborhood.

The proposed project specifically addresses each of the six items the City Council outlined in Resolution No. 2015- 127. The proposed project ( 1) reduced the number of units from 47 to 44 ( including six affordable duet units) and overall structures from 47 to 41; ( 2) reduced the size of the units from 2, 530 - 3, 530 ft2 to 2, 390 - 3, 150 ft2; ( 3) lowered building pad elevations and altered roof forms to reduce unit heights; ( 4) narrowed street widths by making the project road private instead of public; ( 5) lowered retaining wall heights by reducing grading; and ( 6) the applicant provided new or revised visual simulations, in a format that mimics human sight, showing the project in context from several vantage points. In addition, the proposed project provides an emergency vehicle access ( EVA), pedestrian, and bicycle bridge from Hawk Street.

The Planning Commission reviewed the proposed project, and determined that 1 RESOLUTION NO. 2019- 051

EXHIBIT B
299
the project is consistent with the Livermore General Plan and related policies.

After the public hearing, the Planning Commission, by its Resolution No. 44- 18, approved Vesting Tentative Tract Map 8094 ( SUB 13- 001) and Site Plan Design Review 13- 005 ( SPDR13-005), subject to the Conditions of Approval, attached hereto as Exhibit A.

The City Council held a public hearing on April 22, 2019, and considered the recommendations of the Planning Commission, along with pertinent drawings, documents, and testimony. The City Council incorporates herein by reference, the information comprising its and the Planning Commission' s record, and adopts the same in support of its findings and decisions concerning this project, as outlined below.

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

1. The City Council approves and adopts the recommendations and findings of the Planning Commission contained in Planning Commission Resolution No. 44- 18 as its own.

2. The City Council finds the proposed development consistent with the General Plan and approves Vesting Tentative Tract Map 8094 ( SUB 13- 001) and Site Plan Design Review 13- 005 ( SPDR 13- 005), subject to the attached Conditions of Approval. The City Council also adopts the Conditions of Approval for Vesting Tentative Tract Map 8094 ( SUB 13- 001) and Site Plan Design Review 13- 005 ( SPDR 13- 005), attached hereto as Exhibit A.

3. By separate Resolution No. 2019- , the City Council considered, made findings, approved and certified the Re- Issued Final Environmental Impact Report SCH No. 2011112045) for the Vesting Tentative Tract Map 8094 ( SUB 13- 001) and Site Plan Design Review 13- 005 (SPDR 13- 005).

4. The documents that constitute the record of proceedings upon which this decision is based can be found in the Office .of the City Clerk, 1052 S. Livermore Avenue, in Livermore, California.

5. The City Clerk is directed to file a Notice of Determination with the Alameda County Clerk.

BE IT FURTHER RESOLVED that the City Council authorizes the allocation of 44 Housing Implementation Program ( HIP) units for the project.

BE IT FURTHER RESOLVED that the City Council authorizes the Applicant to provide six affordable duet units as proposed and to make a cash payment equivalent to

3. 15 affordable units to satisfy the affordable housing requirement, subject to City Council approval of a Housing Agreement before adoption of the final map. 2 RESOLUTION NO. 2019-051

EXHIBIT B
300
On motion of Vice Mayor Carling, seconded by Council Member Coomber, the foregoing resolution was passed and adopted on April 22, 2019, by the following vote:

AYES: Council Members Coomber, Munro, Woerner, Vice Mayor Carling, Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: APPROVED AS TO FORM:

Sarah Bunting Catrina Fobian
City Clerk Assistant City Attorney
Date: April 23, 2019
Exhibit A— Conditions of Approval
3 RESOLUTION NO. 2019- 051

EXHIBIT B
301
CITY COUNCIL STAFF REPORT ITEM NO. 5.10
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing acceptance for permanent maintenance, release of security bonds and execution of a Notice of Completion for the WRP Occupied Building Repairs, Phase 1, Project 2015-19, located at the Water Reclamation Plant.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance and release of the security bonds for the WRP Occupied Building Repairs, Phase 1, Project 2015-19, located at the Water Reclamation Plant, and authorize the City Manager to sign the Notice of Completion.

SUMMARY
On October 12, 2020, the City Council awarded the contract for construction of the WRP Occupied Building Repairs, Phase 1, Project 2015-19, to S&H Construction, Inc. This project modified a building at the Water Reclamation Plant. The contract is now substantially complete and can be accepted for permanent maintenance. The process to release the contractor's bonds can begin.

DISCUSSION
The WRP Occupied Building Repairs, Phase 1, Project No. 2015-19, involved converting the old Reverse Osmosis building into offices at the Water Reclamation Plant. The main project components included:
removing existing process treatment equipment, piping, and appurtenances infilling concrete process piping trenches
replacing windows, doors, and storefront assemblies
framing and finishing new interior office spaces and installing cabinetry and flooring installing new mechanical systems, including HVAC and plumbing for new bathrooms installing new electrical and low voltage systems to support lighting, outlets, data/communication, and security
modifying the existing fire sprinkler system
302
replacing the boiler system at the Laboratory building and updating the EMS system at the RO, laboratory, and water buildings
commissioning all building systems.

The project was completed in accordance with the contract documents in a manner acceptable to the City Engineer. At time of award, the contractor provided a faithful performance bond guaranteeing completion of the project, and that bond must now be released. Six months after the date of the resolution accepting the project, the labor and materials bond guaranteeing the improvements should be reduced to an amount equal to any claims filed and of which notice has been given. The balance of the bond will be released upon the settlement of all claims and obligations for which the security was given.

There are no known claims at this time. The security for the guarantee and warranty of work shall remain in effect for one year from the date of the resolution.

FISCAL AND ADMINISTRATIVE IMPACTS
The original construction contract amount was $2,168,000 plus a 10 percent contingency. The final project amount was $2,238,890, which is 3.3 percent above the original contract based on final bid item quantities and 5 change orders. The total value of change orders was $70,890, which consisted primarily of unforeseen conditions and equipment mounting requirements. The final bid quantities were equal to anticipated amounts.

Staff estimates that ongoing operation and maintenance costs for these improvements will be $30,000 per year and ongoing replacement costs will average $30,000 per year. Wastewater customer user fees will cover these additional ongoing costs.

ATTACHMENTS

1. Site Location

2. Resolution

3. Exhibit A - Notice of Completion
Prepared by: Mike Stamm
Construction Inspection Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
303

SITE PLAN WITH BUILDING HIGHLIGHTED
Vicinity Map Site Plan
ATTACHMENT 1
304
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING ACCEPTANCE FOR PERMANENT MAINTENANCE

AND RELEASE OF SECURITY BONDS
(WRP Occupied Building Repairs, Phase 1, Project No. 2015-19) The City Engineer of the City of Livermore (“City”) has filed with the City Clerk a report in writing that all work on the Water Reclamation Plant Occupied Building Repairs, Phase 1, Project 2015-19 (“Project”), has been completed to City standards. The Project is ready for acceptance by the City of Livermore for routine maintenance.

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

1. The faithful performance bond guaranteeing the Project is hereby released;

2. The labor and materials bond guaranteeing the Project 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;

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

4. The City hereby accepts the improvements; and

5. The City Manager is authorized to sign the Notice of Completion, a copy of which is attached hereto as Exhibit A and incorporated by this reference.

On motion of Council Member _______________________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on November 28, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Tara Mazzanti
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A – Notice of Completion
305

EXHIBIT A
306
CITY COUNCIL STAFF REPORT ITEM NO. 5.11
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Fixed Base Operator Building Flood Proofing, Project 2018-49, at the Livermore Municipal Airport.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance and release of the security bonds for the Fixed Base Operator (FBO) Building Flood Proofing, Project 2018-49, and authorizing the City Manager to sign the Notice of Completion.

SUMMARY
On October 25, 2021, the City Council awarded the contract for construction of the FBO Flood Proofing, Project 2018-49, located at the Livermore Municipal Airport, to RK & Associates Inc, DBA Escon Builders. The project was substantially completed on September 26, 2022, and can now be accepted for permanent maintenance and the security bonds can be released.

DISCUSSION
On October 25, 2021, the City Council awarded the contract for construction of the FBO Flood Proofing, Project 2018-49, located at the Livermore Municipal Airport, to RK & Associates Inc, DBA Escon Builders. The contractor's work consisted of flood proofing the utility connections to the FBO building, striping around the building to designate where to place a flood water barrier, and installing flood protection for the airport's electrical generator building near the control tower. The project was completed in accordance with the contract documents in a manner acceptable to the City Engineer. The contract is now substantially complete and can be accepted for permanent maintenance.

At the time of award, the contractor provided a faithful performance bond guaranteeing completion of the project, and that bond must now be released. Six months after the date of the resolution accepting the project, the labor and materials bond guaranteeing the improvements should be reduced to an amount equal to any claims filed and of which notice has been given. The balance of the bond will be released upon the settlement of all claims and obligations for which the security was given (there are no known 307
claims at this time). The security for the guarantee and warranty of work shall remain in effect for one year from the date of the resolution.

FISCAL AND ADMINISTRATIVE IMPACTS
The original construction contract amount was $265,000 plus a $50,000 contingency. The final project amount was $265,000.00, which is 0% percent above the original contract based on final bid item quantities and one change order. The change order was at no cost and consisted primarily of substituting building flood barrier materials. The final bid quantities were equal to anticipated amounts.

Ongoing operations and maintenance costs for this project are estimated at $4,000 per year which includes one day per year for inspections and training every four years on deployment of the flood barrier. Airport operating funds will cover these additional ongoing costs.

ATTACHMENTS

1. Site Location Map

2. Resolution

DEVELOPING INNOVATIVE DESIGN SOLUTI
AVEN

OBBY DRIVE
FBO-1

FLOODPROOFING
CIP# 201849
FBO1
ATTACHMENT 1
309
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING ACCEPTANCE FOR PERMANENT MAINTENANCE

AND RELEASE OF SECURITY BONDS
(FBO Building Flood Proofing, Project 2018-49)
The City Engineer of the City of Livermore (“City”) has filed with the City Clerk a report in writing that all work on the FBO Building Flood Proofing, Project 2018-49 (“Project”), has been completed to City standards. The Project is ready for acceptance by the City of Livermore for routine maintenance.

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

1. The faithful performance bond guaranteeing the Project is hereby released;

4. The City hereby accepts the improvements; and

5. The City Manager is authorized to sign the Notice of Completion, a copy of which is attached hereto as Exhibit A and incorporated by this reference.

On motion of Council Member _______________________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on November 28, 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 – Notice of Completion
310

EXHIBIT A
311
CITY COUNCIL STAFF REPORT ITEM NO. 5.12
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Joe Testa, Fire Chief
SUBJECT: Resolution accepting protest and reducing the weed abatement assessment for the annual fire hazard abatement program for parcel number 099-080200100, located at 3615 Concannon Boulevard, Livermore, California 94550.

RECOMMENDED ACTION
Staff recommends City Council adopt a resolution granting the protest against the weed abatement assessment for parcel number 099-080200100, located at 3615 Concannon Boulevard, Livermore, California 94550; and reducing assessment to $1,800, which has been paid.

SUMMARY
On October 10, 2022, the City Council conducted a public hearing to consider confirming the 2022 weed abatement assessments. At that hearing, the City Council accepted the protest for parcel number 099- 080200100, 3615 Concannon Boulevard, Livermore, California 94550, provided the property owner paid the reduced amount of $1,800 to the Livermore-Pleasanton Fire Department forthwith. That reduced payment has been received, so staff now requests the City Council adopt a resolution confirming the acceptance of the protest and the reduction of the assessment.

DISCUSSION
On March 14, 2022, the City Council passed and adopted Resolution No. 2022-026 declaring that there exist conditions of growing weeds, accumulated refuse, rubbish, or dirt on private property streets, parkways and/or sidewalks adjacent to each parcel of real property described in the resolution, are public nuisances and should be abated.

On April 25, 2022, the City Council adopted Resolution No. 2022-065 which ordered the abatement public nuisances on the properties described in the resolution and declared that the abatement costs (including administrative costs incurred by the City) are the responsibility of the property owner.

On October 10, 2022, the City Council held a public hearing to consider protests and confirm assessments for costs to abate the public nuisances. At that meeting, Makarand Shinde identified 312
himself as the property owner for the delinquent parcel number 099-080200100, 3615 Concannon Boulevard, Livermore, California 94550 (“Protested Property”). Mr. Shinde protested the assessment, arguing that he acquired the property after the nuisance abatement commenced but the noticing was sent to the prior owner. Mr. Shinde asserted that he just recently learned of the assessment and had taken steps to abate a portion of the nuisance on his own accord but acknowledged he did not complete all the work on the Protested Property.

The City Council expressed sympathy for Mr. Shinde and reduced the assessment for the Protested Property from $5,292 to $1,800, provided Mr. Shinde paid that amount to the Livermore-Pleasanton Fire Department forthwith. The City Council also directed Livermore-Pleasanton Fire Department staff to review its noticing for public nuisance abatements to ensure in addition to sending notices to the property owner of record consistent with the applicable statutes, that the notices also be addressed to “or current owner.”

FISCAL AND ADMINISTRATIVE IMPACTS
Total cost of weed abatement work for the Protested Property was $5,292 which included administrative costs incurred by the City based on Resolution No. 2022-065.

The City Council’s acceptance of the protest reduced the assessment from $5,292 to $1,800.

ATTACHMENTS

1. Resolution
Prepared by: Shin Oh
Administrative Assistant
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
313
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ACCEPTING PROTEST AND REDUCING
ASSESSMENT FOR APN 099-080200100 – 3615 CONCANNON BOULEVARD –

FIRE HAZARD ABATEMENT
Pursuant to Government Code sections 39560, et seq., the City of Livermore completed proper notice, hearings, and all required proceedings as described in Resolution Nos. 2022-026 and 2022-065 to abate fire hazards.

On March 14, 2022, the City Council passed and adopted Resolution No. 2022-026 declaring that there exist conditions of growing weeds, accumulated refuse, rubbish, or dirt on private property streets, parkways and/or sidewalks adjacent to each parcel of real property described in the resolution, are public nuisances and should be abated.

On October 10, 2022, the City Council held a public hearing to consider protests and confirm assessments for costs to abate the public nuisances. At that meeting, Makarand Shinde identified himself as the property owner for the delinquent parcel number 099- 080200100, 3615 Concannon Boulevard, Livermore, California 94550 (“Protested Property”). Mr. Shinde protested the assessment for the Protested Property, arguing that he acquired it after the nuisance abatement commenced but the noticing was sent to the prior owner. Mr. Shinde asserted that he just recently learned of the assessment and had taken steps to abate a portion of the nuisance on his own accord but acknowledged he did not complete all the work on the Protested Property.

The City Council expressed sympathy for Mr. Shinde and reduced the assessment for the Protested Property from $5,292 to $1,800, provided Mr. Shinde paid that amount to the Livermore Fire Department forthwith. The City Council also directed LivermorePleasanton Fire Department staff to review its noticing for public nuisance abatements to ensure in addition to sending notices to the property owner of record consistent with the applicable statutes, that the notices also be addressed to “or current owner.” The City Council then adopted resolution no. 2022-168 to levy the public nuisance assessments, but excluded the Protested Property, pending the payment for the Protested Property.

The Livermore-Pleasanton Fire Department received the payment from Mr. Shinde.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that on October 10, 2022, it accepted the protest for the assessment for the Protested Property, and reduced the assessment from $5,292.00 to $1,800, provided the payment is made forthwith.
314
RESOLUTION NO. ________
BE IT FURTHER RESOLVED, that the City Council hereby acknowledges that the payment of the reduced assessment in the amount of $1,800 has been received for the Protested Property and that a lien is no longer necessary and is not authorized for the Protested Property.

On motion of Councilmember ________________, seconded by Councilmember ___________________, the foregoing Resolution was passed and adopted on November 28, 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
315
CITY COUNCIL STAFF REPORT ITEM NO. 5.13
DATE: November 28, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution establishing the annual Affordable For-Sale Prices, Rental Rates, and Maximum Income Limits for affordable housing units subject to the City's Inclusionary Housing Ordinance.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution:

1. Establishing new maximum income limits for extremely low-, very low-, low-, median- and moderate-income households which shall apply to the City’s first-time homebuyer and affordable rental programs effective upon adoption by City Council; and,

SUMMARY
The City’s Inclusionary Housing Ordinance states that the City Council shall annually adopt maximum income limits for use in determining eligibility in the City’s affordable housing programs. These limits are based on data published annually by the California Department of Housing and Community Development. Updated income limits are used to compute adjustments to the City’s Affordable Homeownership Program Sales Prices and City-restricted unit rents. Staff recommends the City Council adopt the proposed updated income limits for the City’s affordable housing programs and adopt updated Affordable Homeownership Program Sales Prices and Rent limits.

DISCUSSION
Each year, the California Department of Housing and Community Development (State HCD) provides a schedule of income limits based on data published by the U.S. Department of Housing and Urban Development (HUD) that is used to determine eligibility for most State and Federal housing programs.

The City’s Affordable Housing Ordinance references the State HCD’s numbers as the basis for qualifying participant eligibility and calculating sales prices and rent limits for extremely low-, very low-, low-, 316
median-, and moderate-income households applying to the City’s Affordable Homeownership and Rental Programs (Inclusionary Housing), and the Density Bonus Program. Adoption of State HCD’s limits ensures consistent requirements across all the City’s programs and with the requirements of other public lenders. State HCD establishes their income limits based on median income data calculated and provided by the U.S. Department of Housing and Urban Development (HUD), adjusted by household size.

In 2022, the HUD Area Median Income (AMI) for a four-person household in Alameda County is $142,800; this is approximately a 13% increase over the previous year. Maximum income categories are defined by HUD as percentages of median income as follows: “extremely low-income” households are defined as those with incomes up to 30% of the AMI; “very low-income” households are defined as those with incomes up to 50% of the AMI; “low-income” households are defined as those with incomes up to 80% of the AMI; “median-income” households defined as those with incomes up to 100% of the AMI; and “moderate-income households” are defined as those with incomes up to 120% of the AMI. It’s important to note that the calculation of maximum income as a percentage of the median is not exact, and HUD adjusts each income category by high-cost factors and family size. In addition, the State has adopted a “hold-harmless” policy which prevents income levels in any category from decreasing from the prior year, should HUD’s formula result in in a decrease. This is done to ensure that an unexpected drop in rental income does not jeopardize the financial feasibility of an affordable rental unit.

The City’s Affordable For-Sale housing prices are calculated based on a commonly adopted standard, shared by many other jurisdictions and State housing agencies that a household can afford no more than 30 percent of its gross income for housing costs. For homeownership, this includes mortgage principal and interest payments, property taxes, homeowner’s insurance and homeowner’s association fees.

Incomes generally increased across all categories except for low-income, however, the sharp increase in interest rates offset those increases and has resulted in a significant decrease in the purchase prices that low- and moderate-income households can afford. The average interest rate for CalHFA’s first-time homebuyer mortgage loan products have increased over 2.5%, thereby reducing the amount of monthly principal payments affordable for low- and moderate-income homebuyers. The resulting affordable sales prices reflect between a five and 22 percent reduction over current prices. If approved, the new sales prices will be used for homes sold during the 2023 Affordable Homeownership Program year.

The City’s Affordable Rental Rates are also based on an affordability standard that tenants pay no more than 30 percent of their household income for rent and utilities. Developers with affordability restrictions are instructed to deduct tenant utility allowances as appropriate based on project amenities and unit size.

A schedule of these allowances is adopted by the Livermore Housing Authority for its HUD-funded programs. Utility allowances are not included in the maximum rents. The affordable rents would go into effect upon approval by City Council.

FISCAL AND ADMINISTRATIVE IMPACTS
Adjustments to the Affordable Sales Prices and Rental Rates schedule have no fiscal impact to City General Fund revenues.

ATTACHMENTS

1. 2021 Affordable Sales Prices Rental Rates and Maximum Income Limits

2. Resolution
317

3. Exhibit A - 2022 Affordable Sales Prices, Rental Rates and Maximum Income Limits Prepared by: Fran Reisner
Housing Programs Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
318
No. Bedrooms
Size
Household
Maximum
Income
Maximum
Purchase
Price
Maximum
Income
Maximum
Purchase
Price
Maximum
Income
Maximum
Purchase
Price
Maximum
Income
Maximum
Purchase
Price
Studio 1 $47,950 $131,798 $76,750 $264,441 $87,900 $315,794 $105,500 $396,853 1 2 $54,800 $163,347 $87,700 $314,873 $100,500 $373,825 $120,550 $466,168 2 3 $61,650 $194,896 $98,650 $365,305 $113,050 $431,626 $135,650 $535,714 3 4 $68,500 $226,444 $109,600 $415,736 $125,600 $489,427 $150,700 $605,029 4 5 $74,000 $251,775 $118,400 $456,266 $135,650 $535,714 $162,750 $660,527 No. Bedrooms
Size
Household
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Studio 1 $28,800 $720 $47,950 $1,199 $57,540 $1,439 $76,750 $1,919 $87,900 $2,198 $105,500 $2,638 1 (*) 1.5 $30,850 $771 $51,375 $1,284 $61,650 $1,541 $82,225 $2,056 $94,200 $2,355 $113,025 $2,826 1 2 $32,900 $823 $54,800 $1,370 $65,760 $1,644 $87,700 $2,193 $100,500 $2,513 $120,550 $3,014 2 3 $37,000 $925 $61,650 $1,541 $73,980 $1,850 $98,650 $2,466 $113,050 $2,826 $135,650 $3,391 3 4 $41,100 $1,028 $68,500 $1,713 $82,200 $2,055 $109,600 $2,740 $125,600 $3,140 $150,700 $3,768 4 5 $44,400 $1,110 $74,000 $1,850 $88,800 $2,220 $118,400 $2,960 $135,650 $3,391 $162,750 $4,069 Adopted by Livermore City Council: October 25, 2021
Low-Income (80%) Median-Income (100%)
Rental Housing
NOTES: These limits are based on income data from the California Department of Housing and Community Development (HCD) for 2021. The 2021 Area Median Income for a 4-person household of $125,600 published by State HCD is derived from the U.S. Department of Housing and Urban Development for Alameda County (Oakland-Fremont Metro Region) for the Section 8 Program. The Affordable Sales Prices are effective for the 2022 Affordable Homeownership Program year and thereafter until updated by City Council. Rental Rates are effective upon the adoption by City Council (below). (*) Low Income Housing Tax Credit (LIHTC) Household size Sales Prices: assume a 3.75% interest rate, 30-year mortgage, and housing payments (PITI) which do not exceed 30% of the household's monthly income.

The Rental Housing limits effective October 25, 2021 and thereafter until updated by City Council. Rental affordability based on 30% of the household's monthly income and do not include tenant utility allowances. Utility allowances should be deducted from the maximum rents based on the Livermore Housing Authority's utility allowance schedule for the Section 8 Program.

City of Livermore
Affordable For-Sale Prices and Rental Rates (2021)
Ext. Low-Income (30%) Very-Low Income (50%) Lower-Income (60%) Moderate-Income (120%) For-Sale Housing
Very-Low Income (50%) Low-Income (80%) Median-Income (100%) Moderate-Income (120%)

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Livermore City CouncilNovember 28, 2022

Livermore City Council
November 28, 2022