Agenda packet — Livermore City Council, September 25, 2023 (part 1 of 2)

CITY COUNCIL
AGENDA
MONDAY, SEPTEMBER 25, 2023
REGULAR HYBRID MEETING –
7:00 PM

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

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE
TELECONFERENCE INFORMATION:

ZOOM WEBINAR:
***ATTENTION: Zoom update requirements found at the bottom of the agenda*** https://us02web.zoom.us/j/87368533686
Zoom dial in phone number:
1 669 900 6833
Meeting ID: 8736 853 3686
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29live.org
John P Marchand, Mayor
Brittni Kiick, Vice Mayor
Ben
Barrientos, Council Member
Evan Branning, Council Member
Robert W Carling, Council Member
Livermore City Council Agenda
September 25, 2023

1 1.

CLOSED SESSION - NONE.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Proclamation declaring September 2023 as Youth Climate Action Month, presented to the Livermore Youth Climate Summit student planning team.

Recommendation:

Staff recommends City Council declare September 2023 as Youth Climate Action Month.

Staff Report

Attachments:

1. Proclamation

3.2 Proclamation declaring October 1 - 7, 2023 as Water Professionals Appreciation Week presented to Water Resources Division Manager Anthony Smith.

Recommendation:

Staff recommends City Council declare October 1 - 7, 2023 as Water Professionals Appreciation Week.

Staff Report

Attachments:

1. Proclamation

3.3 Poet Laureate annual update, presented by City of Livermore Poet Laureate Peggy Schmimmelman.

Recommendation:

Staff recommends the City Council receive an update from Livermore's Poet Laureate on programming and activities conducted over the past year.

Staff Report

3.4 i-GATE update to City Council presented by Executive Director Yolanda Fintschenko.

Recommendation:

Staff recommends the City Council receive an update from i-Gate Executive Director Yolanda

ROLL CALL

Council Member Ben Barrientos
Council Member Evan Branning
Council Member Robert W. Carling
Vice Mayor Brittni Kiick
Mayor John Marchand

PLEDGE OF ALLEGIANCE

Livermore City Council Agenda
September 25, 2023

2 Fintschenko regarding the organization's activities.

Staff Report

4. OPEN FORUM

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

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

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

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

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 submit a speaker card if in person or use the 'raise hand' feature if participating using Zoom. Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Introduce an Ordinance
and waive the first reading, amending Section 1.04.010 Definitions and Rules of Construction in Title 1 General Provisions in the Livermore Municipal Code to define the Superintendent of Streets.

Recommendation:

Staff recommends the City Council introduce an ordinance and waive the first reading, approving modifications to Livermore Municipal Code Section 1.04.010 Definitions and Rules of Construction, adding the definition of the Superintendent of Streets as the City Engineer or their designee to the listed terms.

Staff Report

Attachments:

1. Redline Changes to Municipal Code

2. Ordinance

5.2 Resolution authorizing the City Manager to execute a first amendment to the agreement with ICF Jones and Stokes Inc, for the Livermore Habitat Conservation Plan, increasing the not-to- exceed agreement amount to $699,927.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute

Livermore City Council Agenda
September 25, 2023

3 a first amendment to the agreement with ICF Jones and Stokes Inc, for the Livermore Habitat Conservation Plan, increasing the not-to-exceed agreement amount from $81,310 to $699,927.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - First Amendment

5.3 Resolution authorizing execution of a Low-Income For Sale Housing Agreement with Shea Homes, Inc. for an 89-unit subdivision located in the Isabel Neighborhood Specific Plan Area, north-east of the Portola Avenue / Collier Canyon Road intersection (VTTM 8613).

Recommendation:

Staff recommends the City Council adopt a resolution authorizing execution of a Low-Income For Sale Housing Agreement with Shea Homes, Inc. for an 89-unit subdivision located in the Isabel Neighborhood Specific Plan Area, north-east of the Portola Avenue/Collier Canyon Road intersection (Vesting Tentative Tract Map 8613).

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Shea LIHA

5.4 Resolution authorizing the execution of an agreement with Western Roofing to replace the Green House #3 roof at the Water Resources Plant (WRP) in an amount not-to-exceed $359,724 and authorizing an appropriation of $359,724 from the Water Resources Replacement Fund (239) to fund the roof replacement.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the execution of an agreement with Western Roofing to replace the Green House #3 roof at the Water Resources Plant (WRP) in an amount not-to-exceed $359,724 and authorizing an appropriation of $359,724 from the Water Resources Replacement Fund (239) to fund the roof replacement.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.5 Resolution authorizing execution of a three-year agreement with SNF Polydyne, Inc. for the supply of polymer chemicals used for the dewatering process at the Livermore Water Reclamation Plant (LWRP) in an amount not-to-exceed $1,111,000.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the execution of an agreement with SNF Polydyne, Inc. for the supply of polymer chemicals used for the dewatering process at the LWRP, in an amount not-to-exceed $1,111,000.

Livermore City Council Agenda
September 25, 2023

4 Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.6 Resolution authorizing execution of a two-year grant agreement with i-GATE Development Corporation for entrepreneurial support and development activities for Fiscal Years 2023-24 and 2024-25 in the amount of $300,000 per year.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing execution of a grant agreement with i-GATE Development Corporation for entrepreneurial support and development activities for Fiscal Years 2023-24 and 2024-25 in the amount of $300,000 per year.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Grant Agreement with i-GATE Development Corporation

5.7 Resolution determining Tract 8613, Shea Portola Townhomes, located at the northeast corner of Portola Avenue and Collier Canyon Road, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services).

Recommendation:

Staff recommends the City Council adopt a resolution determining Tract 8613, Shea Portola Townhomes, located at the northeast corner of Portola Avenue and Collier Canyon Road, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) and directing the City Clerk to record the Notice of Annexation.

Staff Report

Attachments:

1. CFD 2023-1 Tax Zone Map

2. Resolution

3. Exhibit A - Unanimous Approval

5.8 Resolution approving modifications to the City of Livermore Salary Plan to reflect previously approved Association of Livermore Employees (ALE) labor agreement increase and an adjustment to the Risk Manager classification in accordance with California Code of Regulations, Title 2, Section 570.5.

Recommendation:

Staff recommends the City Council adopt a resolution approving modifications to the City of Livermore Salary Plan to reflect previously approved ALE labor agreement increase and an adjustment to the Risk Manager classification.

Livermore City Council Agenda
September 25, 2023

5 Staff Report

Attachments:

1. Resolution

2. Exhibit A - Salary Plan October 2023

5.9 Resolution authorizing a purchase order with Schwarze Industries Inc. in the amount of $822,824 with a financial contingency in an amount not-to-exceed ten percent (10%), for two replacement street sweepers.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing execution of a purchase order with Schwarze Industries Inc. for two replacement street sweepers for use by the Public Works, Maintenance Division, Street Section, in the amount of $822,824 and a financial contingency in an amount not-to-exceed ten percent (10%) for cost adjustments that may become necessary to cover potential model year price adjustments.

Staff Report

Attachments:

1. Soucewell Contract 093021-SWZ

2. MME Schwarze A9SE Monsoon Quote

3. Resolution

5.10 Resolution authorizing the City Manager to execute a first amendment to the lease agreement with GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless to revise the location of leased premises on City's Property for placement of wireless equipment.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a First Amendment to the lease agreement for installation of telecommunications equipment with GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless and the Livermore Municipal Airport to provide new access and utility routes to equipment, delete requirement that construction commences before December 16, 2022, replace it with a new date two years from effective date of this First Amendment, and update City Airport Manager's name to "Airport Manager".

Staff Report

Attachments:

1. Resolution

2. Exhibit A - First Amendment GTE Mobilnet Lease

6. PUBLIC HEARINGS - NONE.

7. MATTERS FOR CONSIDERATION - NONE.

Livermore City Council Agenda
September 25, 2023

6 8.

COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, AND COUNCIL MEMBERS

9. ADJOURNMENT

To a Regular City Council meeting on Monday, October 9, 2023 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue and virtually using Zoom.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report

Attachments:

1. Supplemental Materials

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

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

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

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

Platforms to Participate in Meetings:

Submission of Comments Prior to the Meeting:

Email Comments
may be submitted by the public to the City Clerk’s Office (
[email protected]
). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the

Livermore City Council Agenda
September 25, 2023

7 meeting. These items will NOT be read into the record.

eComments
may be submitted by the public using the eComment link
here
. Comments may
be up to 1000 characters in length and will be accepted up until 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

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

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

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

TV29:
tv29live.org
Comcast Cable 29
YouTube:
http://youtube.com/c/CityofLivermoreCalifornia

Zoom Webinar:
https://us02web.zoom.us/j/87368533686

It is recommended residents use updated software to successfully join and participate in a meeting. Outdated versions may limit functionality and you may not be able to provide a public comment virtually. To download the most current version, visit zoom.us/download
.

Zoom dial in phone number: 1 669 900 6833
Meeting ID: 8736 853 3686

If you would like to deliver written materials to the City Council as part of your public comments, and are commenting in person, please provide 10 copies to the City Clerk with your speaker card. If you are commenting using Zoom, the speaker must identify that intent in his or her comment and immediately email the materials to the City Clerk at [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 Livermore City Council Agenda
September 25, 2023

8 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
September 25, 2023

9 CITY COUNCIL STAFF REPORT
ITEM NO. 3.1

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Proclamation declaring September 2023 as Youth Climate Action Month, presented to the Livermore Youth Climate Summit student planning team.

RECOMMENDED ACTION

Staff recommends City Council declare September 2023 as Youth Climate Action Month.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Proclamation

Prepared by: Tricia Pontau
Sustainability Program Manager

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
10 11

CITY COUNCIL STAFF REPORT
ITEM NO. 3.2

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Scott Lanphier, Public Works Director
SUBJECT:

Proclamation declaring October 1 - 7, 2023 as Water Professionals Appreciation Week presented to Water Resources Division Manager Anthony Smith.

RECOMMENDED ACTION

Staff recommends City Council declare October 1 - 7, 2023 as Water Professionals Appreciation Week.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Proclamation

Prepared by: Natalie Croak
Water Resources Communications
Representative

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
12 13

CITY COUNCIL STAFF REPORT
ITEM NO. 3.3

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Brandon Cardwell, Innovation and Economic Development Director SUBJECT:

Poet Laureate annual update, presented by City of Livermore Poet Laureate Peggy Schmimmelman.

RECOMMENDED ACTION

Staff recommends the City Council receive an update from Livermore's Poet Laureate on programming and activities conducted over the past year.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Xochitl Ballesteros
Senior Clerk

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
14 CITY COUNCIL STAFF REPORT
ITEM NO. 3.4

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Brandon Cardwell, Innovation and Economic Development Director SUBJECT:
i-GATE update to City Council presented by Executive Director Yolanda Fintschenko.

RECOMMENDED ACTION

Staff recommends the City Council receive an update from i-Gate Executive Director Yolanda Fintschenko regarding the organization's activities.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Xochitl Ballesteros
Senior Clerk

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Introduce an Ordinance
and waive the first reading, amending Section 1.04.010
Definitions and Rules of Construction in Title 1 General Provisions in the Livermore Municipal Code to define the Superintendent of Streets.

RECOMMENDED ACTION

SUMMARY
Currently, Title 1, Section 1.04.010 defines a list of terms that are used throughout the Municipal Code.

The Municipal Code section does not currently provide a definition for the Superintendent of Streets.

Staff recommends adding the term and definition of Superintendent of Streets to provide clarity on who holds the authority for this role and allow for consistency throughout the Municipal Code.

DISCUSSION
After reviewing the current Municipal Code, staff determined the term for Superintendent of Streets has not previously been defined but is utilized in the Municipal Code in Section 9.52.010- Permission required to remove or disturb a monument.

Currently, Title 1, Section 1.04.010 defines a list of terms that are used throughout the Municipal Code.

The Municipal Code section does not provide a definition for the Superintendent of Streets. Staff recommends adding the term and definition of Superintendent of Streets to provide clarity on who holds the authority for this role and allow for consistency throughout the Municipal Code. Staff recommends identifying the Superintendent of Streets as the City Engineer as this position has the final signing authority for Capital Improvements related to public street infrastructure. Staff has researched Municipal Codes from other public agencies, and this is a standard definition for this term.

16 FISCAL AND ADMINISTRATIVE IMPACTS

There is no fiscal or administrative impact associated with this item.

COMMUNITY PILLAR
1: A Safe Community that Thrives

GOAL
14: Update development standards, codes and ordinances

ATTACHMENTS

1. Redline Changes to Municipal Code

2. Ordinance

Prepared by: Farnoush Levers
Senior Civil Engineer

Chapter 1.04

GENERAL PROVISIONS

Sections:

1.04.010 Definitions and rules of construction.

1.04.020 Provisions considered continuations of exi sting ordinances.

1.04.030 Effect of repeal of provisions.

1.04.040 Catchlines of sections.

1.04.050 Severability.

1.04.010 Definitions and rules of construction.

In the construction of this code and of all ordinances of the City, the following rules shall be observed, unless such construction would be inconsistent with the manifest intent of the City Council, or the context clearly requires otherwise:

1. “City.” The words “the City” or “this City” shall be construed as if followed by the words “of Livermore.”

2. “Code.” The Livermore Municipal Code, together with the Livermore Development Code, which pertains to zoning and land use, are collectively the governing code for the City.

3. “Computation of Time.” The time in which any act provided by law is to be done is computed by excluding the first day and including the last, unless the last day is a holiday, and then it is also excluded.

4. “Council” means the City Council of the City of Livermore.

5. “County.” “The county” or “this county” means the county of Alameda.

6. “Day” means the period of time between any 12:00 midnight and the 12:00 midnight following.

7. “Daytime” means the period of time between sunrise and sunset.

8. “Gender.” The masculine gender includes the feminine and neuter.

9. “In the City” means and includes all territory over which the City now has, or shall hereafter acquire, jurisdiction for the exercise of its police powers or other regulatory powers.

10. “Joint Authority.” All words giving a joint authority to three or more persons or officers shall be construed as giving such authority to a majority of such persons or officers.

11. “Month” means a calendar month.

12. “Nighttime” means the period of time between sunset and sunrise.

13. “Number.” The singular number includes the plural, and the plural the singular.

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14. “Oath” includes affirmation.

15. “Officer, Office, Employee, Board, Commission or Department.” Whenever any officer, office, employee, board, commission or department is referred to, it means an officer, office, employee, board, commission or department of the City, unless the context clearly requires otherwise.

16. “Official Time.” Whenever certain hours are named in this code, they mean Pacific Standard Time or Daylight Saving Time, as may be in current use in the City.

17. “Or, And.” “Or” may be read “and,” and “and” may be read “or,” if the sense requires it.

18. “Owner.” The word “owner,” applied to a building or land, includes any part owner, joint owner, tenant in common, tenant in partnership, joint tenant, or tenant by the entirety of the whole or of a part of such building or land.

19. “Person” means any person, firm, association, organization, partnership, business trust, corporation or company.

20. “Personal property” means every species of property, except real property, as defined in this section.

21. “Preceding, Following.” “Preceding” and “following” mean next before and next after, respectively.

22. “Process” means and includes a writ or summons issued in the course of judicial proceedings of either a civil or criminal nature.

23. “Property” means real and personal property.

24. “Real property” means lands, tenements and hereditaments.

25. “Shall, May.” “Shall” is mandatory, and “may” is permissive.

26. “Signature” or “subscription” means and includes a mark when the signer or subscriber cannot write, such signer’s or subscriber’s name being written near the mark by a witness who writes his own name near the signer’s or subscriber’s name; but a signature or subscription by mark can be acknowledged or can serve as a signature or subscription to a sworn statement only when two witnesses so sign their own names thereto.

27. “State.” “The state” or “this state” means the state of California.

27.28. “ Superintendent of Streets” shall mean the City Engineer or their duly authorized designee.

28.29. “Tenant” or “occupant,” applied to a building or land, means any person holding a written or an oral lease of, or who occupies the whole or a part of such building or land, either alone or with others.

29.30. “Tenses.” The present tense includes the past and future tenses, and the future includes the present.

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30.31. “Writing” means any form of a recorded message capable of comprehension by ordinary visual means. Whenever any notice, report, statement or record is required or authorized by this code, it shall be made in writing in the English language, unless it is expressly provided otherwise.

31.32. “Year” means a calendar year, except where otherwise provided. (Ord. 2082 § 1(A), 2019; Ord. 2065 § 1(A), 2018; 1960 code § 1.2)

1.04.020 Provisions considered continuations of existing ordinances.

The provisions appearing in this code, so far as they are the same as those of ordinances existing at the time of the effective date of this code, shall be considered as continuations thereof, and not as new enactments. (1960 code § 1.3)

1.04.030 Effect of repeal of provisions.

A. The repeal of an ordinance shall not revive any ordinance in force before or at the time the ordinance repealed took effect.

B. The repeal of an ordinance shall not affect any punishment or penalty incurred before the repeal took effect, nor any suit, prosecution or proceeding pending at the time of the repeal, for any offense committed under the ordinance repealed. (1960 code § 1.4)

1.04.040 Catchlines of sections.

The catchlines of the several sections of this code, printed in boldface type, are intended as mere catchwords to indicate the contents of the sections and shall not be deemed or taken to be titles of such sections, nor as any part of the sections; nor, unless expressly so provided, shall they be so deemed when any of such sections, including the catchlines, are amended or reenacted. (1960 code § 1.6)

1.04.050 Severability.

It is hereby declared to be the intention of the City Council that the sections, paragraphs, sentences, clauses and phrases of this code are severable, and if any phrase, clause, sentence, paragraph or section of this code is declared unconstitutional by the valid judgment or decree of a court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this code. (Ord. 2065 § 1(A), 2018; 1960 code § 1.5)

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20 ORDINANCE ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA AN ORDINANCE AMENDING SECTION 1.04.010 DEFINITIONS AND RULES OF CONSTRUCTION IN TITLE 1 GENERAL PROVISIONS IN THE LIVERMORE

MUNICIPAL CODE TO DEFINE THE SUPERINTENDENT OF STREETS

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

Section 1. Amendment. Section 1.04.010 Definitions and Rules of Construction of the Livermore Municipal Code is hereby amended, as set forth below. The deletions are shown using a strikethrough, and the added language is shown with an underline, but the stricken language and underlines themselves shall not be codified in the Municipal Code, which publication shall only reflect the final language.

1.040.010 Definitions and Rules of Construction

28.“Superintendent of Streets” shall mean the City Engineer or their duly authorized designee.

28. 29. “Tenant” or “occupant,” applied to a building or land, means any person holding a written or an oral lease of, or who occupies the whole or a part of such building or land, either alone or with others.

29. 30. “Tenses.” The present tense includes the past and future tenses, and the future includes the present.

30. 31. “Writing” means any form of a recorded message capable of comprehension by ordinary visual means. Whenever any notice, report, statement or record is required or authorized by this code, it shall be made in writing in the English language, unless it is expressly provided otherwise.

31. 32. “Year” means a calendar year, except where otherwise provided. (Ord. 2082 § 1(A), 2019; Ord. 2065 § 1(A), 2018; 1960 code § 1.2) Section 2. Environmental. The adoption of this ordinance is not a project as defined by California Environmental Quality Act (“CEQA”) Guidelines Section 15378 and, therefore, is not subject to environmental review.

Section 3. Severability. If any part of this ordinance is declared invalid by a court, such invalidity shall not affect any of the remaining parts.

Section 4. Publication. This ordinance shall be published once in a newspaper of general circulation of the city of Livermore within fifteen days after its adoption.

Section 5. Effective date. This Ordinance shall take effect 30 days after its adoption.
21 ORDINANCE ________
The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on September 25, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

The ordinance was adopted at the regular meeting of the City Council held on ______________________, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________
Mayor, City of Livermore
ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Jason R. Alcala
Marie Weber Jason R. Alcala
Deputy City Manager/City Clerk City Attorney
22 CITY COUNCIL STAFF REPORT
ITEM NO. 5.2

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing the City Manager to execute a first amendment to the agreement with ICF Jones and Stokes Inc, for the Livermore Habitat Conservation Plan, increasing the not-to-exceed agreement amount to $699,927.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a first amendment to the agreement with ICF Jones and Stokes Inc, for the Livermore Habitat Conservation Plan, increasing the not-to-exceed agreement amount from $81,310 to $699,927.

SUMMARY
The Habitat Conservation Plan (HCP) is a federal permitting document that defines a comprehensive approach to endangered species permitting. Developing a Habitat Conservation Plan will provide multiple benefits to the City, including comprehensive habitat conservation planning, streamlined permitting for maintenance and capital improvement projects, and potential reduced costs for federal endangered species regulatory compliance and mitigation.

On April 3, 2023, the City entered into Agreement No. 23-0069 with ICF Jones & Stokes to help prepare Phase 1: Develop HCP Strategy and Approach for a not-to-exceed amount of $81,310. This First Amendment is to help prepare for Phase 2: Prepare Public Draft HCP and Public Draft California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) documents.

Authorizing this First Amendment for Phase 2 for a not-to-exceed amount of $618,617 and increasing the not-to-exceed agreement amount to $699,927, will allow the City to prepare the public draft Livermore Habitat Conservation Plan and CEQA/NEPA documents.

DISCUSSION
The Livermore area includes habitat for several state and federally listed endangered species, such as the Vernal Pool Fairy Shrimp, the California Red-Legged Frog, and the Tiger Salamander within its urban growth boundary. The proximity of open space, natural streams, and preserves to urban development in 23 Livermore creates a challenge for the City to obtain necessary permits for the construction of capital improvements and maintenance projects within environmentally sensitive areas. These permitting challenges result in project delays, higher project costs, and complex mitigation requirements, making it more difficult for the City to maintain its infrastructure and implement capital improvement projects in a timely and efficient manner.

The Habitat Conservation Plan is a federal permitting document that defines a comprehensive approach to endangered species permitting. Developing a Habitat Conservation Plan will provide multiple benefits to the City including comprehensive habitat conservation planning, streamlined permitting for maintenance and capital improvement projects, and potential reduced costs for federal endangered species regulatory compliance and mitigation.

On February 13, 2023, the City Council adopted a resolution approving the filing of a grant application and accepting grant funds in the amount of $700,000 from California Department of Fish and Wildlife for the Livermore Habitat Conservation Plan (HCP). On April 3, 2023, the City entered into Agreement No. 23-0069 with ICF Jones & Stokes to help prepare Phase 1: Develop HCP Strategy and Approach for a not-to-exceed amount of $81,310.

This First Amendment is for Phase 2: Prepare Public Draft HCP and Public Draft California Environmental Act (CEQA) and National Environmental Policy Act (NEPA) documents is for a not-to- exceed amount of $618,617. The Phase 2 scope of work is the remainder of the work detailed in the grant agreement between the City and the California Department of Fish and Wildlife. Authorizing this First Amendment for Phase 2 will allow the City to prepare the public draft Livermore Habitat Conservation Plan and CEQA/NEPA documents.

ENVIRONMENTAL DETERMINATION

Authorization for the City Manager to sign the First Amendment is not considered a project under the CEQA pursuant to the Public Resources Code, Chapter 2.5, Section 21065. The preparation of the Habitat Conservation Plan will not cause direct physical change or reasonably foreseeable indirect change in the environment. No lease, permit, certificate, or entitlement is being issued at this time.

Programmatic Environmental Compliance Review pursuant to CEQA, NEPA, and the National Historic Preservation Act will be performed in the development phase of the Habitat Conservation Plan.

FISCAL AND ADMINISTRATIVE IMPACTS

The total contract amount with this First Amendment is for a not-to-exceed amount of $699,927, and the project is expected to be completed during FY 2023-25. The funding for the preparation of the Habitat Conservation Plan is budgeted in the FY 2023-25 Operating Budget. No additional appropriations are necessary.

COMMUNITY PILLAR
3: Environmental Stewardship

GOAL
3: Help the City fulfill its obligations under state and federal environmental regulations, and in response to regulatory oversight

24 ATTACHMENTS

1. Resolution

2. Exhibit A - First Amendment

Prepared by: Pam Lung
Special Projects Coordinator

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE AGREEMENT WITH ICF JONES AND STOKES, INC. FOR

THE LIVERMORE HABITAT CONSERVATION PLAN, INCREASING THE NOT-TO-EXCEED AMOUNT TO $699,927
The Habitat Conservation Plan is a federal permitting document that defines a comprehensive approach to endangered species permitting. Developing a Habitat Conservation Plan will provide multiple benefits to the City of Livermore (“City”), including comprehensive habitat conservation planning, streamlined permitting for maintenance and capital improvement projects, and potential reduced costs for federal endangered species regulatory compliance and mitigation.

On April 3, 2023, the City entered into Agreement No. 23-0069 with ICF Jones & Stokes, Inc. for Phase 1: Develop HCP Strategy and Approach for a not-to-exceed amount of $81,310.

This First Amendment is for Phase 2: Prepare Public Draft HCP and Public Draft California Environmental Act (CEQA) and National Environmental Policy Act (NEPA) documents.

Authorizing this First Amendment for Phase 2 for a not-to-exceed amount of $618,617 and increasing the not-to-exceed amount to $699,927 will allow the City to prepare the public draft Livermore Habitat Conservation Plan and CEQA/NEPA documents.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby authorizes the City Manager to execute a first amendment to the agreement with ICF Jones and Stokes, Inc., attached hereto as Exhibit A, for the Livermore Habitat Conservation Plan, increasing the not-to-exceed amount to $699,927.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on September 25, 2023, 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
Deputy City Manager/City Clerk City Attorney
Exhibit A – First Amendment to ICF Jones and Stokes, Inc.’s Professional Services Agreement 26 Amendment - Professional Services Agreement Page 1
Rev. 7/2016

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THI
S FIRST AMENDMENT is made and entered into this ____ day of ________, 2023, by and between the City of Livermore (“City”) , a municipal corporation, and ICF Jones & Stokes, Inc. (“Consultant”), a Delaware corporation registered in California.

RECIT
ALS
On A
pril 3, 2023, City and Consultant entered into an agreement for Consultant to provide professional environmental services to prepare a Habitat Conservation Plan (HCP) for City (“Original Agreement”). Section 21 of the Original Agreement requires that any modifications to it must be in writing and signed by the parties.

Ci
ty and Consultant desire to amend the Original Agreement to add the Phase 2 Scope of Work for a total not to exceed amount of $699,927. This is the First Amendment to the Original Agreement.

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

1. The Or
iginal Agreement is amended as follows:

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

Description of Services Consultant shall provide professional services as more particularly set forth in “ Exhibit A” to the Original Agreement, and “Exhibit A-1” to this First Amendment which shall be know collectively as “the Services”.

B. Sec
tion 5 of the Original Agreement is amended to read as follows:

Compensation of Payment
(a) The t
otal compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $699,927 (“not-to-exceed amount).

1. The com
pensation payable by the City to the Consultant for the Services required by Exhibit A to the Original Agreement SHALL NOT EXCEED the sum of $81,310.

2. The com
pensation payable by the City to the Consultant for the Services required by Exhibit A-1 to the First Amendment Agreement SHALL NOT EXCEED the sum of $618,617.

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EXHIBIT A
27 Amendment - Professional Services Agreement Page 2
Rev. 7/2016
City shall compensate Consultant for the Services rendered at the hourly rates or task amounts set forth in “Exhibit A” to the Original Agreement, and “Exhibit A -1” to the First Amendment up to the not-to-exceed amount. Except as provided in the body of the Agreement, the hourly rates or task amounts are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead, and administrative costs, and any and al l other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.

2. The
se amendments are prospective and only apply to the Services rendered by Consultant after the execution of this Amendment. Unless otherwise stated herein, this Amendment does not relieve the parties of the terms and conditions of the Original Agreement as written and in effect at the time the Services were rendered.

3. E
xcept as amended above, the Original Agreement remains in full force and effect.

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EXHIBIT A
28 Amendment - Professional Services Agreement Page 3
Rev. 7/2016
In c
oncurrence 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.

Dat
ed:
_________
__________________
Dat
ed:
_________
___________________
CONSULTANT:
____________________________
By: Hawani Tessema
Title: Senior Manager, Contracts
CITY OF LIVERMORE:
____________________________
Marianna Marysheva
City Manager
APPROVED AS TO FO RM:
___________________________
Assistant/City Attorney
A
PPROVED AS TO INSURANCE:

Risk Manager/Analyst
At
tachments:

Exhibit A - Scope of Work (Phase 1)
Exhibit A-1 Scope of Work Phase 2)
Exhibit B - Insurance Requirements
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Phase 2 Livermore HCP Support

SCOPE OF WORK
This scope of work outlines the tasks that ICF Jones & Stokes, Inc. (ICF) will undertake in assisting the City of Livermore (City) to complete development of the Livermore Habitat Conservation Plan (Livermore HCP) under Section10(a)(1)(b) of the Endangered Species Act (ESA). ICF is teamed with Swaim Biological, Inc. (SBI), a local, certified Small Business Enterprise, Disadvantaged Business Enterprise (DBE), and Woman-Owned Business Enterprise.

ICF’s scope of work follows a three-phased approach to HCP development:
⚫ Phase 1: Develop HCP strategy and approach;
⚫ Phase 2: Prepare Public Draft HCP and Public Draft CEQA and NEPA documents; and ⚫ Phase 3: Finalize HCP and CEQA and NEPA documents and prepare state 2081(b) permit application.

ICF is currently contracted with the City to complete Phase 1. This scope of work addresses tasks associated with Phases 2. Phase 2 of the HCP will focus on preparing the public draft HCP document and environmental compliance documents to satisfy CEQA and NEPA requirements. Phase 2 will conclude when these documents are released for public review.

Prior to August 2017 when Secretarial Order (SO) 3355 was issued to streamline the timelines for NEPA compliance, CEQA and NEPA compliance for HCPs was typically undertaken simultaneously and the final product often a combined CEQA/NEPA document. While SO 3355 has since been repealed, NEPA retains stricter timelines for completion than apply to the CEQA process. As a result, ICF now typically separates development of CEQA and NEPA documents. While the final decision on type of CEQA and NEPA document lies with the respective Lead Agency (the City for CEQA and USFWS for NEPA), this scope assumes the CEQA and NEPA analyses will be conducted in separate documents.

The individuals preparing the HCP will be distinct and unique from individuals preparing the CEQA and NEPA documents. We have designed our Phase 2 team for the CEQA and NEPA documents to have no overlap in staff working on Phase 1 or HCP components of Phase 2, with the exception that staff developing the Geographic Information System (GIS) or graphic-based figures and editorial staff may be the same. This will allow us to separate the CEQA/NEPA team from the HCP team with a firewall, which is necessary for USFWS to direct the independent work of this team on the NEPA document. The NEPA document must provide an independent assessment of the effects of implementing the HCP on the human environment, so this separation and firewall is critical to demonstrate that independence.

While the focus of this scope is to pursue an ESA Section 10 permit to address federal listed species regulatory compliance and to coordinate impact mitigation into a landscape-level conservation DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

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program, the City, as a subrecipient of a Non-traditional HCP Planning Assistance Grant (Section 6 Grant), will engage California Department of Fish and Wildlife (CDFW) as a partner in HCP development to ensure that the requirements of the HCP are consistent with California Endangered Species Act (CESA) permitting requirements, which will facilitate future CESA permits. CDFW will also likely contribute to the direction and content of the CEQA document as a CEQA Responsible and Trustee Agency.

To support tasks utilizing GIS for resource mapping and to facilitate visualizing data, ICF may refresh and update a WayPoint website that was previously drafted to support staff internally.

Because WayPoint is a customizable data viewing tool, it will allow the City and USFWS and California Department of Fish and Wildlife (CDFW; collectively wildlife agencies) staff the ability to access, view, and navigate data developed for the HCP through a password-protected website.

All final deliverables required to be submitted to a state or federal agency for public review must be formatted in compliance with Section 508 of the Rehabilitation Act of 1973 and California Assembly Bill No. 434 of 2017, allowing screen-reader software to read the document aloud.

All text documents for review will be delivered electronically by SharePoint or other file transfer platform in Microsoft Word format unless otherwise noted or required in PDF. All figures developed using GIS will be provided in PDF format. All tasks will be completed within the available budget.

Task 1 – Project Management and Administration Support
USFWS requires that the consultant team developing the NEPA document be separate and independent from the team developing the HCP. As such, separate project management subtasks are proposed for the HCP and for the CEQA and NEPA documents.

Subtask 1.1. HCP Project Management and Administration
This task was included under our Phase 1 scope and will continue under Phases 2 in support of HCP development. Time allocated to this task in the Phase 1 budget will be used during implementation of Phase 1 tasks. Budget included in this amendment will be used during implementation of Phase 2 tasks. Phase 1 is currently scheduled to conclude in November 2023, but could extend as late as February 2024.

ICF will support the City with project management and administration services to coordinate with CDFW and USFWS under its ESA Nontraditional Section 6 Grant for Conservation Planning Assistance (Section 6 Grant), won during fiscal year 2022. Project management will include management of all tasks and subtasks presented in this scope, including ensuring timely progress and complete deliverables. This task also includes development and one round of revision to a Data Management Plan as required by the Section 6 Grant.

Assumptions
⚫ Invoicing for both the HCP and the CEQA and NEPA documents will be completed under this task. The HCP Project Manager will work with the CEQA/NEPA project manager to ensure the overall invoice is accurate.
⚫ City will obtain from CDFW and provide to ICF a Data Management Plan template. ⚫ City will submit a completed Data Management Plan to CDFW for approval.

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⚫ Work required to comply with the Data Management Plan will be incorporated into the workflow of applicable tasks (e.g., GIS work will integrate requirements as a component of tasks requiring GIS data development).

Deliverables
⚫ Monthly invoices provided in a format suitable for submittal to CDFW for Section 6 Grant reimbursement.
⚫ Draft and revised Data Management Plan.

Subtask 1.2. HCP Meetings
This task was included under our Phase 1 scope and will continue under Phases 2 in support of HCP development. Time allotted to this task in the Phase 1 budget will be used during implementation of Phase 1 meetings. Budget included in this amendment will be used during implementation of Phase 2 tasks.

This subtask will include regular check-in calls (at least bi-weekly) with City staff to coordinate workplan and discuss draft deliverables, meetings with regulatory staff, and any other meetings as needed to support HCP development excepting meetings internal to ICF which will be billed according to the deliverable discussed. These meetings will be the primary means for the City to communicate their comments to ICF on draft work products and the emerging issues of Livermore HCP development. These meetings will also be the primary way in which ICF will answer questions from City staff regarding draft work products and the HCP process in general. Meetings under this task will also help coordinate review of draft materials by regulatory agencies (USFWS at a minimum, but ideally will also include CDFW staff).

Assumptions
⚫ Schedule estimates assume that the City and regulatory staff will remain engaged in the HCP and environmental development process and provide timely review and feedback. ⚫ Phase 2 will require approximately 20 months to complete work on the HCP. The CEQA and NEPA documents will trail the HCP, with a targeted release of the Public Draft HCP, Public Draft Environmental Impact Report (EIR), and Public Draft Environmental Assessment (EA), by January 31, 2026.
⚫ ICF’s project management team (including the project manager and up to two additional staff) will participate in approximately bi-weekly check-in calls with the City. Each check-in call will be 60 minutes and will require 30 minutes of preparation by ICF’s project management team, for a total of 1.5 hours for each meeting.
⚫ Up to one additional bi-monthly meeting with the City of two (2) hours in length. Meetings will primarily be conducted by video conference, but one (1) semi-annual meeting is assumed to occur in person.
⚫ ICF will participate in up to one (1) monthly call or meeting with regulatory agency staff up to 2 hours in length. If these meetings are held in person, they will be scheduled to align with the quarterly in-person meeting with the City.
⚫ The City will be the lead, if not only, applicant. ICF will not be requested to organize any additional routine meetings with other HCP participants.

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⚫ Meetings for public scoping of the environmental documents are not included under this task.

Deliverables
⚫ Agendas and meeting notes for every meeting.
 Agendas and meeting notes for calls or in-person meetings with the City only will be maintained on a SharePoint site hosted by ICF to which the City will have access, or other mutually agreeable arrangement.
 Agendas and meeting notes for meetings with regulatory agency staff will be provided at least 7 calendar days prior to each meeting.

Subtask 1.3. CEQA/NEPA Project Management and Meetings
This task includes the ICF CEQA/NEPA team meeting regularly with the Lead Agencies to discuss key issues related to CEQA and NEPA document development in Phase 2. We assume approximately 12 monthly meetings and an additional up to 6 other meetings to coordinate, collect information, and discuss draft work products developed by the ICF CEQA/NEPA team. ICF will provide agendas and meeting notes for these meetings. Additionally, ICF’s CEQA/NEPA project management team will provide regular CEQA and NEPA progress reports to the City and USFWS, respectively.

As described in the introduction, this scope assumes separate CEQA and NEPA documents and development processes. However, it will be important to confirm this approach, and as such, ICF will kick off the CEQA and NEPA processes jointly. ICF’s CEQA/NEPA project manager and core project members will meet virtually with the City, USFWS, and CDFW to discuss critical project issues, confirm the proposed approach to achieve CEQA and NEPA compliance, and request all relevant data and materials to conduct the environmental analyses for the project. Final concurrence by the Lead Agencies of the proposed approach would occur after a complete or near-complete version of the first administrative draft of the HCP is available for their review. Following the meeting, ICF will prepare a strategy memo summarizing CEQA and NEPA approaches.

Assumptions
⚫ As a California Trustee Agency for the State's fish, wildlife, and plant resources and as a Responsible Agency for some of the project actions, CDFW will participate in reviewing the CEQA document.
⚫ All project management meetings will be web-based. (Public scoping meetings will be in person; see Task 5.3.)
⚫ Participation in up to 12 meetings with the City held approximately monthly and up to six (6) additional meetings. Each meeting will be 60 minutes and will require 30 minutes of preparation by ICF’s project management team, for a total of 1.5 hours for each meeting. ⚫ Up to one additional monthly meeting with USFWS staff of two (2) hours in length.

Deliverables
⚫ A memo describing the CEQA and NEPA compliance strategy. Up to (2) rounds of comments from the City and USFWS will be incorporated into the draft memo.

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⚫ Agendas and meeting notes for calls or meetings with the Lead Agencies will be maintained on a SharePoint site hosted by ICF to which the City will have access, or other mutually agreeable arrangement.
⚫ Agendas for meetings with the Lead Agencies will be provided at least 7 calendar days prior to each meeting. Meeting notes will also be provided to the Lead Agencies within 7 calendar days of the meeting.

Task 3 – HCP Technical Analyses
The City will be faced with many important decisions during HCP development. Many of these key decisions include issues that were first discussed during Phase 1, including which species will be covered, what activities will be covered, and what area the permit will cover. Nonetheless, preparation of an HCP document is a highly iterative process. To facilitate the development process and to provide for efficient decision making, ICF will separately prepare and provide for review individual chapters or portions of the document following a similar approach to that used in Phase

1. ICF will work with the City to determine the best approach to framing the critical information for HCP development to support decision making. In some cases, decisions will be introduced, framed, and documented through a standalone memo. In other cases, it may be more efficient to frame the topic and document the decision as a section of a draft chapter of the HCP. This approach will streamline developing the HCP and help provide context for reviewers. Another tool ICF utilizes for streamlining client and agency review is track changes. Materials will be provided in Microsoft Word whenever possible, and reviewers will utilize track changes and comment bubbles to provide edits and other feedback. ICF will accept all changes provided, respond to all comments in the same comment bubble, and will add new text revisions in track so that subsequent review can be focused only on those changes that occurred since the previous review.

The following is a draft outline for the HCP. This structure is somewhat simpler than other local regional plans due to the current assumption this HCP will have a single application and focus primarily on City work, and generally be less complex than other local HCPs.

 Executive Summary
 Chapter 1. Introduction
 Chapter 2. Existing Conditions
 Chapter 3. Covered Activities
 Chapter 4. Assessment of Take
 Chapter 5. Conservation Strategy and
Monitoring and Adaptive Management
 Chapter 6. Conditions on Covered
Activities
 Chapter 7. Implementation, Cost, and
Funding
 Chapter 8. Alternatives to Take
 Chapter 9. Literature Cited
 Appendix A. Glossary
 Appendix B. List of Preparers
 Appendix C. Covered Species Considered
 Appendix D. Covered Species Accounts
 Appendix E. HCP Cost Data and Model

All aspects of HCP development will be heavily informed by regulatory requirement and guidance, including USFWS’s and NMFS’s 2016 Habitat Conservation Planning and Incidental Take Permit Processing Handbook (also called the HCP Handbook, available here).

The following subtasks outline efforts by topic area.

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Subtask 3.1. Confirm Covered Activities
The HCP will identify the activities that could result in take of covered species and that will be covered by the HCP. A draft memo describing the covered activities criteria, selection process, data sources and a brief description of covered activities will be developed in Phase 1. ICF will assist the City in expanding and refining the initial description of covered activities and will draft in chapter format the covered activities section of the HCP. Work includes up to two (2) days of site visits to see City facilities or other resources that may be addressed in the HCP.

Assumptions
⚫ Up to two (2) field site visits with the City of four (4) hours in length, not including travel. Up to three (3) ICF staff will attend the field site visits.

Deliverables
⚫ ICF will provide the City up to two (2) drafts of the HCP sections addressing covered activities.

Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.2. Confirm Permit Area
The permit area is the area defined in an HCP where all covered activities will occur, including conservation actions for which take coverage is requested. A draft memo proposing a permit area will be developed in Phase 1. ICF will assist the City in confirming the permit area for the HCP and will draft in chapter format text describing the plan and permit area.

Assumptions
⚫ The plan area will be the same as the permit area.

Deliverables
⚫ ICF will provide the City with draft HCP sections addressing plan and permit area to review and to provide comments. Work will include revisions to maps developed in Phase 1. Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.3. Confirm Covered Species, Develop Species Accounts, and Habitat Distribution Models
Covered species are those species that will be listed on each Incidental Take Permit (ITP) issued by USFWS. This scope of work and cost estimate assumes that there will be up to ten species covered by the HCP and no listed salmonid species, which are regulated by the National Marine Fisheries Service (NMFS). A draft memo proposing an initial list of covered species will be developed in Phase

1. ICF will assist the City in confirming the covered species and will draft in chapter and appendix format the text describing the covered species consideration and selection process.

Until recently, salmon and steelhead trout—several species of which are listed under the Federal ESA—have not been able to gain access to the upper watershed of Alameda Creek. With the retrofit of the weir supporting the BART alignment to include fish passage, anadromous fish have been observed using the fish ladder and gaining access to the Alameda Creek system. ICF does not propose covering salmonids under this HCP, however, the City will likely be asked to provide information to USFWS and NMFS describing the potential for listed fish to occur in streams to be DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

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affected by covered activities and the potential impacts of covered activities on listed anadromous fish. Time is included in this task to address questions and some level of analysis related to listed salmonids.

Once species are confirmed, ICF will prepare an ecological profile for each covered species, tailored to the draft HCP permit area. Draft species accounts will be provided for review by the City and the wildlife agencies to ensure that they include relevant information for directing species conservation in the permit area. These accounts will not be comprehensive compilations of all that is known about a species (i.e., not a treatise), but summaries of the important information needed to support the development of the HCP, specifically the effects analysis and conservation strategy. Species accounts will be included as an appendix to the HCP.

While the methods for conducting the effects analysis have not been confirmed with the wildlife agencies, this scope anticipates that the primary tool for quantifying take will be estimates of modeled habitat loss associated with implementation of covered activities. ICF anticipates that these estimates of habitat loss will be based, in part, on species habitat suitability models, as well as field data of occurrence as available for the permit area. Species habitat models rely on data that can be conveyed through a GIS such as elevation, habitat connectivity, soil type, proximity to different land cover types, and species movement distances. A key data source for these models is land cover data.

ICF developed a land cover layer and species habitat models as part of development of the Eastern Alameda County Conservation Strategy. This data remains the best available data for eastern Alameda County, and ICF will use this land cover data as the basis for modeling species habitat, integrating any readily available updates. Additionally, we will use best available habitat models as a starting point for modelling work, drawing from the recent PG&E’s Bay Area O&M HCP model parameters and from available information under the East Bay Regional Conservation Investment Strategy.

Species models may not be feasible for all covered species because of a lack of understanding of species habitat requirements, insufficient data, habitat parameters that occur on a scale too fine to map regionally, or a combination of these factors. We assume that up to ten species habitat distribution models will be developed for the HCP.

Assumptions
⚫ ICF will be able to confirm the covered species based on existing and available data; no field surveys are included for this purpose.
⚫ Species models are largely based on land cover mapping. ICF will use the same land cover mapping as developed for one of the recent conservation planning efforts covering the Livermore region: either the East Bay Regional Conservation Investment Strategy or the East Alameda County Conservation Program (which was used for the Livermore Stream Maintenance Program); ICF will not need to update or create new land cover data. ⚫ To the extent available, species accounts will be a refinement of the focal species profiles developed for the East Bay Regional Conservation Investment Strategy. ⚫ ICF will use the same species model parameters as developed for the East Bay Regional Conservation Investment Strategy which was completed in 2021 and updated work originally done under the East Alameda County Conservation Strategy. Models will be updated only to address very recent changes in best available data.

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⚫ The following ten federally listed or likely to be federally listed species will be covered in the HCP: California tiger salamander, California red-legged frog, western pond turtle, northwestern spadefoot toad, Alameda whipsnake, vernal pool fairy shrimp, Monarch butterfly, Crotch bumble bee, mountain lion, and palmate-bracted bird’s-beak.
⚫ Covered species do not include listed salmonid species; therefore, NMFS engagement will not be needed.
⚫ Species accounts will incorporate by reference foundational literature for each species and will primarily focus on Livermore-specific population status, threats and stressors, and modeled habitat parameters.
⚫ Habitat models will be the primary tool for tracking units of take and for targeting potential mitigation sites.

Deliverables
⚫ Up to one (1) draft of the HCP sections addressing covered species. Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.4. Assess Effects and Level of Take
ICF will evaluate each covered activity, as well as components of each covered activity, to identify the mechanisms that could result in direct or indirect effects on covered species or ESA-designated critical habitat. These impact mechanisms will be linked to each covered species in a matrix and narrative description.

In collaboration with the City and the wildlife agencies, ICF will identify the appropriate methods for measuring levels of take (e.g., area of habitat affected, number of individuals or populations taken) for each covered species resulting from covered activities in the permit area. During Phase 1, ICF will develop a draft memo including the main features for consideration in the proposed method for evaluating impacts to covered species. ICF will expand this analysis and further describe the impacts to proposed covered species. ICF will utilize existing survey data (as opposed to conducting new surveys to support the analysis) and will analyze the potential issues associated with using existing data. ICF will also describe the potential indirect effects to covered species in qualitative terms because indirect effects (and the resulting take from indirect effects) are difficult to quantify on a regional scale. ICF will draft in chapter format text describing both the methods used and a draft analysis of the effects.

Deliverables
⚫ Up to two (2) drafts of the HCP sections addressing the effects analysis. Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.5. Develop Conservation Alternatives, Draft Biological Goals and Objectives, and Prepare Monitoring and Adaptive Management Program ICF will work with the City and wildlife agencies to develop a functional and practicable conservation strategy designed to meet the regulatory guidance of fully offsetting the impacts of the taking of each covered species. Our approach to the conservation strategy emphasizes laying solid groundwork on which the conservation measures will be built. We will seek consensus on components of the conservation strategy as it is developed and solicit input from the wildlife DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

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agencies as the strategy is developed to provide a better chance of the wildlife agencies accepting key elements of the conservation strategy later on.

A draft memo describing the conservation strategy framework will be developed in Phase 1. That work will inform what conservation alternatives are available for the conservation strategy. Once general agreement on appraoch to the conservaiton strategy is determined through discussions with the City and wildlife agencies, ICF will prepare biological goals and objectives for each covered species for review by the City and the wildlife agencies.

Throughout the conservation strategy development process, biological goals and objectives and the conservation measures identified to implement the biological goals and objectives will be adjusted or recombined to form different alternatives from which the City and wildlife agencies can identify the final conservation strategy for inclusion in the public draft HCP.

Finally, ICF will begin to develop a monitoring program framework that will help ensure in implementation that the biological goals and objectives are both being implemented and that they are achieving the desired outcome. The monitoring will focus on two primary components:
compliance monitoring and effectiveness monitoring. A component of the monitoring program is the adaptive management which will be used to refine the conservation measures to ensure the biological goals and objectives are met.

Deliverables
⚫ Up to two (2) drafts of the HCP sections addressing the conservation strategy framework for the final approved covered species list. Subsequent drafts will be incorporated into the full administrative draft HCP.
⚫ Up to two (2) drafts of the HCP sections addressing the biological goals and objectives for the final approved covered species list. Subsequent drafts will be incorporated into the full administrative draft HCP.
⚫ Up to two (2) drafts of the HCP sections addressing monitoring and adaptive management.

Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.6. Develop Cost and Funding Plan
ICF will develop the cost and funding plan for the HCP as required by the ESA to allow USFWS to make a finding for permit issuance documenting the adequacy of the cost estimate to implement the ITP and associated funding strategy. Costs associated with the HCP will be identified and estimated for the following:
⚫ Implementing HCP conservation measures;
⚫ Conducting management and monitoring;
⚫ Implementing habitat restoration and remedial measures; ⚫ Facilitating land acquisition and due diligence (e.g., appraisals, pre-acquisition biological surveys, legal fees); and
⚫ Administering HCP implementation.

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ICF will develop an Excel cost model to document these costs in a way that can be easily updated and refined as the HCP evolves. Depending on the ultimate complexity of this work, ICF may retain a subconsultant to support this work.

Because this analysis relies heavily on the draft conservation measures, it will be one of the final tasks undertaken in this scope of work. We anticipate this work will be conducted in July and August 2024.

Deliverables
⚫ Up to two (2) drafts of the HCP sections addressing the cost and funding of the HCP. Work includes a list of assumptions, draft Excel cost model, and draft funding strategy. Subsequent drafts will be incorporated into the full administrative draft HCP.

Subtask 3.7. Prepare Implementation Plan and Assurances The implementation chapter of the HCP will describe key elements related to HCP implementation, including:
⚫ Which organization(s) will implement one or more of the conservation measures; ⚫ Structure and roles of the organization(s) that will implement the HCP; ⚫ Role of outside parties (e.g., regulatory agencies, scientists) in implementing the HCP; ⚫ Timeline for implementation;
⚫ Approach to implementing conservation measures;
⚫ Reporting requirements to the regulatory agencies;
⚫ Standards and procedures for amending the HCP or the permit, if necessary; and ⚫ Permit suspension or revocation.

The regulatory assurances section of the implementation chapter will describe several types of assurances including those requested by the City of the regulatory agencies (e.g., no surprises, funding commitments, staff participation in implementation); those requested by the regulatory agencies of the City (e.g., funding and implementation commitments); and, possibly, those requested by other groups (e.g., Participating Special Entity protections). The assurances section will also include definitions and descriptions of changed circumstances, unforeseen circumstances, and remedial measures for changed circumstances presented in the HCP. ICF will develop the assurances section to address the needs of the City, the regulatory agencies, and interested stakeholders and to meet regulatory requirements.

Deliverables
⚫ Up to two (2) drafts of the HCP sections addressing HCP implementation and requested assurances. Subsequent drafts will be incorporated into the full administrative draft HCP.

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Task 4 – HCP Document
Subtask 4.1. 1st Administrative Draft HCP
ICF will compile the work completed in Task 3 and add any remaining content to develop the 1st Administrative Draft HCP for review. For text that has been previously reviewed, ICF will include in the deliverable a version in track changes (figures and Excel tables cannot be provided in track changes) as well as a new clean copy. The 1st Administrative Draft HCP will include new components such as an analysis of the alternatives to take per the regulatory requirements of the ESA, a Literature Cited chapter, glossary, and all other technical appendices.

Deliverables
⚫ 1st Administrative Draft HCP document in both clean copy and track change format in Word and PDF.

Subtask 4.2. 2nd Administrative Draft HCP
ICF will revise the 1st Administrative Draft HCP to develop the 2nd Administrative Draft HCP based on comments received from the City and wildlife agencies.

Deliverables
⚫ 2nd Administrative Draft HCP document (in both clean copy and track change format in Word and PDF.

Subtask 4.3. Screencheck and Public Draft HCP
ICF will revise the 2nd Administrative Draft HCP to develop the Screencheck Public Draft HCP based on comments received from the City and wildlife agencies. Preparation of the Screencheck Public Draft HCP will include an editorial review of the document in its entirety for consistency of format, terminology, and approach. The Screencheck Draft HCP will be provided for final City and wildlife agencies review to confirm all final edits. Once the Screencheck Draft HCP is approved, the document will undergo ADA compliance to meet federal and state requirements.

Deliverables
⚫ Screencheck Draft HCP documents in both clean copy and track change format in Word. ⚫ Public Draft HCP documents in both clean copy and track change format delivered in Word and PDF.

Task 5 – CEQA Document
Subtask 5.1. Project Description
ICF will use the HCP, City of Livermore General Plan EIR, and any other relevant and available data to develop a comprehensive project description. The project description will include draft project objectives; purpose and need; a narrative of the proposed project components, including phasing, infrastructure, and discretionary actions; and supporting graphics and maps.

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In addition, an alternatives analysis is required for an EIR. It may be necessary to include additional alternatives in the Administrative Draft EIR (and for the EA document developed under Task 6).

This scope of work assumes the analysis of the proposed action, a No Action Alternative, and up to two additional alternatives will be developed. ICF will submit a draft of the comprehensive project description for review and approval early in the process to ensure that the City, wildlife agencies, and ICF share a common understanding of the project being evaluated.

While developing the project description, ICF will review the available data and develop a written data request list, including any data gaps that will require information to support later analysis.

Assumptions
⚫ The project description developed under this task will be foundational to both the CEQA and NEPA documents and, therefore, will be reviewed by the City and the wildlife agencies. ⚫ The City and wildlife agencies will provide concurrent review of the project description as well as all other preliminary draft documents developed under Task 5 or Task 6. ⚫ Actions that will be evaluated at the project level in the CEQA analysis are those actions required to implement the HCP conservation strategy. Other HCP covered activities that will require a separate CEQA analysis are not included in this scope of work. ⚫ Comments from the City and wildlife agencies will be provided to ICF. If there are conflicting comments, agreement between the agencies will be sought in a coordination meeting. ⚫ The City will provide the City General Plan EIR to the ICF Team prior to preparation of the Project Description.

Deliverables
⚫ An electronic copy of the draft and final project description to review and to provide comments.

Up to (2) rounds of comments from the City and the wildlife agencies will be incorporated into the draft project description.
⚫ ICF will review the available data provided for the project and provide a written data gap list to the City. Draft and Final data needs spreadsheet delivered in Excel.

Subtask 5.2. Notice of Preparation and CEQA Scoping Meeting ICF will prepare a Notice of Preparation (NOP) that summarizes the potential environmental effects expected for the project and explains the subsequent CEQA document process. The NOP will also include a general description of the HCP and potential alternatives to be addressed in the CEQA documents. ICF will submit the NOP to the County Clerk prior to or during the public circulation period.

ICF will also prepare a Notice of Completion (NOC) for distribution of the NOP. ICF will also file the NOP and NOC with the State Clearinghouse. This scope assumes that City will determine the publication date, place a legal notice in the newspaper, and provide ICF with a distribution list for the NOP.

ICF will hold two scoping meetings to solicit comments on the scope of the CEQA documents (locations to be determined by the City). Key staff from the CEQA document team and from the HCP team will attend the scoping meetings and be available to answer questions regarding the CEQA DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

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documents and HCP. ICF will plan and facilitate these meetings with assistance from the City, including preparation of the agenda, the PowerPoint presentation, and materials such as sign-in sheets, handouts, displays as needed, and comment cards. If the City wishes, ICF will present the PowerPoint presentation at the scoping meeting. ICF will provide notes and documentation of the scoping meetings that summarize the issues raised by the public in an Environmental Scoping Memorandum.

Assumptions
⚫ The City will determine the publication date and place a legal notice in the newspaper. ⚫ The City will determine to whom the NOP will be distributed. ⚫ Two (2) public scoping meetings will be held in person and each meeting will be no more than 2 hours in length.
⚫ Public scoping meetings will be held on the same week and on back-to-back days (i.e., Tuesday and Wednesday).
⚫ The City will be responsible arranging for and all associated costs of public meeting facility, as well as all equipment required to present at the meeting. ⚫ No court reporter will be present at public scoping meetings.

Deliverables
⚫ Draft and Final NOP delivered in Word and PDF.
⚫ One electronic copy of the NOC for submittal to the State Clearinghouse. ⚫ Meeting planning materials, including draft and final agenda and PowerPoint presentation. ⚫ Scoping meeting materials, including sign-in sheets, handouts, comment cards, and poster boards.

Subtask 5.3. Administrative Draft EIR
Following review and approval of the Project Description, ICF will prepare the Administrative Draft EIR in accordance with CEQA. This scope of work assumes that the threshold decision to prepare an EIR will be made at the conclusion of Subtask 5.2, Initial Study Environmental Checklist—Determine Level of CEQA Document to be Prepared.

To prepare the Administrative Draft EIR, ICF will utilize data and information included in the HCP and analysis included in the City General Plan EIR. As part of this task, ICF will expand on the project description provided for the NOP to ensure the project is fully described, which will allow a complete environmental analysis. Each impact section will begin with a description of the setting for each resource topic. The setting will provide the baseline for comparison of the impacts from the proposed project. Each resource section will include a concise description of the methodology used in the impact analysis, and the standards used to determine whether an impact is significant. The standards of significance will be based on guidance from CEQA, including Appendix G of the CEQA Guidelines. The methodology for development of mitigation measures will also be described. The impact analysis for each resource will assess project-specific and cumulative impacts.

A preliminary list of resource topics anticipated to be addressed in the EIR and associated assumptions include the following.

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⚫ Aesthetics. ICF will assess the potential impact that vegetation management or other conservation activities may result in minor changes in the aesthetic setting, including scenic easements and views by recreational users. This will be addressed on a qualitative basis and no mapping or visual simulations will be necessary.
⚫ Agriculture and Forestry Resources. ICF will assess the potential impact that creation of preserves under the Plan may have on agricultural lands and forestry resources in the City of Livermore, including impacts to important farmland and to agricultural lands under Williamson Act contract, if applicable. Direct, indirect, and cumulative impacts to agricultural lands will be considered in the EIR.
⚫ Air Quality. ICF will evaluate the effects on air quality that may occur because of the implementation of the HCP. It is assumed that air quality issues will be limited mostly to PM emissions from restoration activities or operation and maintenance activities, such as prescribed burns. The EIR will identify air quality impacts of typical conservation actions. ⚫ Biological Resources. ICF will evaluate the impacts that Plan implementation and issuance of the incidental take permits may have on biological resources. The analysis will include impacts on covered species, as well as special-status plant and animal species that are not covered species. Edge effects of the proposed Plan will be evaluated in addition to wildlife linkages and corridors. ICF will rely on data and other information previously gathered for preparation of the HCP to prepare this analysis.
⚫ Cultural and Tribal Resources. Known cultural resources, including prehistoric and historic archaeological sites and/or historic structures, may be disturbed because of activities undertaken as a part of HCP implementation. In preparing the EIR, ICF will rely on available cultural resource data from Native American consultation and other available sources to determine whether HCP management activities will result in potential impacts on previously identified cultural resources. ICF cultural staff will not conduct any new field surveys, site identification or historic properties evaluations as a part of this effort. To comply with the CEQA requirements, ICF cultural staff will develop a systematic approach for the identification of cultural resources and mitigation measures for potential impacts to cultural resources.

Compliance with Assembly Bill 52 (AB 52), which requires consultation with California Native American Tribes, would also be required. This scope of work includes an optional task (Task

7.4) to support such consultation. If the City does not wish to include optional Task 7.4, ICF assumes that the City would initiate and implement such consultation with limited assistance from ICF.
⚫ Greenhouse Gases (GHGs). The effect of the HCP on the production of GHGs is primarily associated with changes in soil and vegetative carbon stocks, changes in carbon sequestration rates, and potential tailpipe emissions associated with the implementation of conservation actions. ICF will assess the HCP’s compliance with state and local GHG reduction plans (City’s Climate Action Plan) as the basis for a qualitative evaluation of the impacts associated with the implementation of project.
⚫ Hazards/Wildfire. ICF will evaluate potential impacts on hazards and wildfire. The EIR will identify impacts of typical conservation actions, and mitigation is anticipated to be adequately addressed through implementation of standard practices. ⚫ Hydrology and Water Quality. ICF will evaluate the impacts that Plan implementation and permit issuance would have on water resources, including water quality, drainage, flooding, DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

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conveyance, and supply. Habitat creation under the HCP will be evaluated for potential impacts to hydrologic conditions. Consideration will be given to impacts that the issuance of permits may have as the result of federal and state pollution discharge and storm water prevention requirements.
⚫ Land Use/Planning. ICF will review the City of Livermore General Plan and related documents to evaluate the consistency of the HCP with these documents and to consider the effect of the HCP on existing and planned land uses. Impacts beyond the planning horizon of the City of Livermore General Plan may be highly speculative, and, to the extent this is the case, this will be described in the document.
⚫ Noise. Minor temporary construction and traffic noise from management near existing or planned residential development or near conservation areas would be addressed. In particular, minor temporary construction and construction traffic noise and long-term permanent noise resulting from habitat conservation actions. Some of these effects are anticipated to be minor and temporary and would likely be addressed by standard construction BMPs. Permanent noise impacts from operational activities will also be evaluated. It is assumed that most of these effects are minor and temporary and that standard BMPs would be adequate mitigation. ⚫ Population and Housing. The analysis will assess the extent to which the HCP’s conservation strategy is compatible with planned growth, as contemplated in the City General Plan, and if the project would result in any unplanned growth and result in additional housing. ⚫ Public Services and Utilities. Given the proximity of existing (and future) development to areas of potential habitat management for listed species, fire safety and related fire protection services will be an area of analysis for the EIR. ICF will evaluate the potential impact of management activities on fire services in terms of responder capacity. Other public services, such as schools, police services, and recreational facilities, may be impacted by creation of preserves or by other elements of the conservation program and will also be assessed as necessary. Because the HCP is not an entitlement for development or development approval, it is not likely to result in a direct increase in demand for public utilities. ⚫ Transportation. The EIR will evaluate potential impacts of the HCP and conservation strategy on the current and planned transportation network in the City of Livermore and the greater region. Short-term traffic impacts or impacts to the transportation network from restoration or other conservation program activities will be assessed. ⚫ Recreation. Consideration will be given to existing and planned recreational opportunities and the impacts that may occur as the result of the removal or the addition of lands for recreational purposes. Recreational opportunities that will be reviewed will include those that are both active and passive in nature.
⚫ Climate Change. The EIR will evaluate whether the project would exacerbate the effects of climate change, including more frequent fire hazards, heat waves, and other climate change- related effects.

The EIR analysis will include all the substantive requirements of CEQA, including the following. • Significant Environmental Effects of the Proposed Project. • Significant Environmental Effects Which Cannot be Avoided if the Proposed Project is Implemented.

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• Significant Irreversible Environmental Changes Which Would be Involved in the Proposed Project Should it be Implemented.
• Growth-Inducing Impact of the Proposed Project.
• The Mitigation Measures Proposed to Minimize the Significant Effects. • Alternatives to the Proposed Project.

Assumptions
⚫ All potentially significant impacts can be fully mitigated. ⚫ The threshold decision to prepare an EIR will be made after completion of Subtask 5.2, Initial Study Environmental Checklist—Determine Level of CEQA Document to be Prepared. ⚫ For purposes of budget and schedule, the City will review CDFW comments and provide guidance on response together with the City’s own comments will be provided in a unified set of comments in Microsoft Word.
⚫ The cumulative effects analysis will consider reasonably foreseeable projects and planning efforts in the vicinity of the proposed project action. ⚫ It will not be necessary to update data, fill data gaps, or improve mapping resolutions for biological resources addressed in the HCP as part of the CEQA document scope due to the thorough nature of the biological data typically required for an HCP. ⚫ Water quality analysis will be based on existing data and information developed in support of the HCP.
⚫ ICF cultural staff will not conduct any new field studies, site identification, or historical properties evaluations to support the cultural resource analysis. ⚫ All covered activities will be consistent with the City of Livermore General Plan policies and will be subject to cultural resource mitigation measures such that the effects would be adequately mitigated.
⚫ Air quality and emissions analysis would include limited modeling projections. Air quality issues associated with the project are assumed to be primarily limited to PM10 emissions from construction or operation and maintenance.
⚫ Traffic modeling will not be required for the scale of impact associated with the HCP. ⚫ Site reconnaissance and visual rendering or photo simulations will not be needed to perform the aesthetics analysis.

Deliverables
⚫ Administrative Draft EIRs, including the technical appendices, in both clean copy and track change format in Word and PDF.

Subtask 5.4. Public Draft EIR
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edits. Preparation of the Public Draft EIR document would follow the approval of the Screencheck Draft document and will include an editorial review of the document in its entirety for consistency of format, terminology, approach, and ADA compliance.

ICF will also prepare the notices of availability (NOA) for the EIR document. The NOA will be sent to project stakeholders and filed with the County clerk and the State Clearinghouse at the commencement of the 45-day public review period.

ICF will assist the City in submitting the Public Draft EIR to the State Clearinghouse and will work with the City to provide web-ready PDFs for uploading onto the City websites.

ICF will also compile the Administrative Record, assembling background documents, relevant email records, correspondence or telephone notes that are cited as sources in the EIR document. Prior to the publication of the EIR document, ICF will submit the Administrative Record for the project. ICF will provide an electronic copy of the Administrative Record to the City and will retain an in-house copy for at least five years.

Assumptions
⚫ The public review for the Draft EIR would be no longer than 45 days. ⚫ The City will print Public Draft EIR and distribute copies to local libraries and other public locations, as appropriate.
⚫ The City will place a legal notice in the newspaper and distribute the NOA to responsible and trustee agencies and the State Clearinghouse. Any additional mailings or newspaper notices will be prepared and distributed by the City.
⚫ The City will be responsible for uploading the Draft EIR and NOA to the City website. ⚫ The City will coordinate access with the State Clearinghouse to allow ICF submittal of the Draft EIR and NOA on their behalf.
⚫ ICF will not present at the public hearing or prepare a staff report. ⚫ Up to three (3) ICF CEQA staff will attend one public hearing. Public hearing will be no longer than two (2) hours in length.

Deliverables
⚫ Screencheck Draft EIR document in both clean copy and track change format in Word and PDF. ⚫ Public Draft EIR document in both clean copy and track change format in Word and PDF. ⚫ If required, a hearing transcript.
⚫ Draft and Final Notices of Availability.
⚫ Administrative record.

Task 6 – NEPA Document
The success of a complex federal project such as an HCP EA will depend in large part on frequent and effective communication between ICF and the USFWS staff. Our scope of work under Subtask

1.3, CEQA/NEPA Project Management and Meetings provides for monthly meetings between ICF staff and the USFWS staff to facilitate this process.

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Subtask 6.1. Administrative Draft EA
ICF will prepare two drafts of the Administrative Draft EA. The Draft EA will meet current regulatory requirements including a brief discussion of the following.

Purpose and Need
The Purpose and Need for the proposed action will provide a brief overview of the HCP, the inventory area, explain the role of the NEPA Lead Agency, the decisions to be made and the uses of the EA document by the USFWS and cooperating agencies. The Purpose and Need will provide the basis for defining the range of alternatives that are considered in the EA.

Deliverables
⚫ Preliminary draft of Purpose and Need of the EA for review by the USFWS.

Alternatives
The EA will describe the HCP and alternatives, as required by section 102(2) of NEPA, including the Proposed Action (approval and implementation of the HCP), the No Action alternative, and up to two action alternatives. The No Action alternative will be defined as project-by-project ESA compliance.

ICF will define the action alternatives in close coordination with the USFWS. Once the action alternatives are selected, ICF will develop preliminary draft descriptions of these alternatives to include in the preliminary draft of Alternatives for the USFWS review.

A reasonable range of alternatives will be screened as part of this task, and the project action alternatives selected, in consultation with the USFWS and cooperating agencies. All alternatives that are selected by the USFWS will be described and analyzed at the same level of detail to fulfill the requirements of NEPA and allow for a meaningful comparison of the alternatives.

Deliverables
⚫ ICF will electronically submit a preliminary draft of Alternatives of the EA for review by the USFWS.

Environmental Setting, Impacts, and Mitigation Measures The Environmental Setting, Significant Effects, and Mitigation Measures sections of the EA will focus on the effects of implementation of the project alternatives on each resource listed below. Each affected environment and significant effect section will begin with a description of the setting for each resource topic. The setting will provide the baseline for comparison of the impacts from the proposed action. Each resource section will include a concise description of the methodology used in the impact analysis, and the standards used to determine whether an impact is significant. The standards of significance will be based on guidance from NEPA (40 CFR 1508.9), Council on Environmental Quality (CEQ) regulations on implementing NEPA, and the Department of the Interior (DOI) regulations on implementing NEPA. The methodology for development of mitigation measures will also be described. The impact analysis for each resource will assess the direct, indirect impacts (including beneficial and adverse) and cumulative impacts that will result from each alternative. The cumulative impacts analysis will consider reasonably foreseeable projects and planning efforts.

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Moreover, ICF will supplement the cultural analysis with consultation with the State Historic Preservation Officer.
⚫ State Historic Preservation Officer (SHPO) Consultation. ICF’s cultural specialists will consult with SHPO on the historic resources. This may entail preparation of letter, email, and phone correspondence. However, ICF assumes there will be no cultural issues related to the proposed project and SHPO will concur with that finding; therefore, budget is limited to coordination over a couple month period for a few hours per week.

The Draft EA will include all resource areas described under Subtask 5.4. In addition, it will include a section on socioeconomics and environmental justice.
⚫ Socioeconomics/Environmental Justice. The EA will evaluate potential impacts on socioeconomics and environmental justice, as required by NEPA. ICF will work with the City to gather and confirm all socioeconomic data within the City of Livermore. The analysis will also consider if minority and disadvantaged populations would be disproportionately affected by the adverse impacts of the proposed action.

Other Required NEPA Analyses
In addition to the sections described above, the EA will include the following additional introductory and conclusory sections.
⚫ Cover Sheet that includes the federal Lead Agency (the USFWS); the title of the document; the project location; name, address, and telephone number of the Lead Agency contact person; one paragraph abstract; date comments must be received and information on where to submit them. ⚫ Table of Contents that clearly directs the structure and content of the document including appendices. An annotated Table of Contents (TOC) will be provided for the Lead Agency review prior to drafting the EA. The annotated TOC will serve as the document outline and will provide a summary of the contents of each chapter, including a description of a chapter that precedes the resource chapters which will describe the significance criteria (i.e., adverse, beneficial, direct, and indirect impacts), draft descriptions of the baseline condition, and a methodology for addressing cumulative impacts.
⚫ Introduction that clearly directs the reader on how to find information in the EA. The Introduction will provide a brief overview of the Permit Area, explain the roles of the NEPA Lead Agency and the legal authority, and explain the relationship between the HCP and the EA. This section will also describe the scope and intent of the EA. ⚫ Cumulative Impacts of the proposed action. Cumulative impacts will be assessed based on specific criteria for cumulative projects established at the outset of the analysis. The cumulative analysis will consider any major projects currently under review by the City.

The EA will also include the following components.
⚫ A summary of any coordination or consultation undertaken with any federal agency, state or local government, federally-recognized Indian tribe; or persons associated with such entities. ⚫ References;
⚫ List of Preparers;
⚫ Acronyms and Glossary;
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⚫ Index;
⚫ Incorporation of documents by reference if appropriate; and ⚫ Technical Appendices.

Assumptions
⚫ All potentially substantial effects can be fully mitigated. ⚫ The threshold decision to prepare an EA will be made under Subtask 5.1, Kickoff and Project Description.
⚫ Up to (2) rounds of comments from the USFWS will be incorporated into the Administrative Draft EA.
⚫ The Administrative Draft EA will not be a joint CEQA/NEPA document. ⚫ The Administrative Draft EA will rely on data and information included in the Draft EIR and HCP and will not require any additional technical information or reports.

Deliverables
⚫ Electronic copies in PDF and Microsoft Word of the first and second Administrative Draft EA, including the technical appendices.

Subtask 6.2. Public Review Draft EA
ICF will prepare the Public Review Draft EA after addressing comments received from the USFWS during the previous task. Additionally, ICF will ICF will prepare the Notice of Intent (NOI) for the EA document to be noticed in the Federal Register by the USFWS according to the federal Lead Agency requirements. ICF will provide an electronic version of the Public Review Draft EA.

Assumptions
⚫ Public review for the Draft EA would be no longer than 45 days. ⚫ The USFWS will place a legal notice in the Federal Registry and distribute the NOI to coordinating agencies.
⚫ Hardcopies of the Public Review Draft EA appendices will not be required.

Deliverables
⚫ Electronic copies of the Public Review Draft EA in publication Word and PDF formats. ⚫ Electronic copies of the Draft and Final Notices of Intent.

Cost Estimate
The cost estimate to complete the scope described above is included in Table 1, below and includes a not to exceed project amount of $618,617, including direct expenses associated with travel and project supplies.

Foundational assumptions upon which this cost estimate was developed include the following.

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⚫ The covered activities will remain focused solely on work that will be undertaken by the City.

This HCP will not cover private development.
⚫ The overarching approach for HCP development will be to aggregate existing permitting and conservation planning programs into a single cohesive strategy for federal species permitting.

ICF will not undertake major revisions to these existing programs, such as the species mitigation framework of the East Alameda County Conservation Strategy. ⚫ The best available data that will be used for this HCP will be largely drawn from the 2021 East Bay RCIS. Specifically, ICF plans to use land cover data, species profiles and habitat models (if available), and other information as applicable. ICF will not need to integrate new land cover data or change any previously established land cover descriptions or classifications and will not need to update habitat models provided in the East Bay RCIS (these models are approved by CDFW). This information will be incorporated into the HCP with only minor revisions where required.
⚫ Steelhead will not be a covered species and engagement with NMFS will not be required. ⚫ Only a modest engagement effort (i.e., one or two meetings) with the Regional Board will be needed. Any additional work to address Regional Board concerns related to HCP is beyond this scope of work.
⚫ All parties will maintain momentum and work will proceed according to the schedule laid out in the Section 6 Grant Agreement.

ICF will charge a 5% mark-up on other direct costs such as travel and field supply costs. ICF will not charge a mark-up on time and expenses accrued by SBI. Billing rates will increase 3% annually on January 1 of each year. Budget may be moved between tasks as needed, but the overall contract amount will not be exceeded without a contract amendment.

All final deliverables required to be submitted to a state or federal agency for public review must be formatted in compliance with California AB 434 of 2017 and Section 508 of the Rehabilitation Act of 1973 as amended (29 U.S.C. § 794(d); 36 C.F.R. § 1194), allowing screen-reader software to read the document aloud.

This cost estimate does not include funds for application fees associated with submittal of the ITP application to USFWS.

DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

EXHIBIT A
58 May 31, 2023

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Table 1. Livermore HCP Phase 2 Cost Estimate
Task No. Task Name Phase 2
Task 1

1.01 Project Management and Administration $29,834

1.02 HCP Meetings $76,118

1.03 CEQA/NEPA Project Management and Meetings $55,298
Task 3

3.01 Confirm Covered Activities $10,467

3.02 Confirm Permit Area $2,323

3.03 Confirm Covered Species, Develop Species Accounts and Habitat Distribution Models $24,607

3.04 Assess Effects and Level of Take $23,937

3.05 Develop Cons. Alts, Draft BGOs, and Monitoring and Adaptive Management Program $14,018

3.06 Develop Cost and Funding Plan $12,164

3.07 Prepare Implementation Plan and Assurances $6,860
Task 4

4.01 1st Admin Draft HCP $62,945

4.02 2nd Admin Draft HCP $22,608

4.03 Screencheck and Public Deliverable HCP $14,030
Task 5

5.01 Project Description $17,850

5.02 Notice of Preparation and CEQA Scoping Meeting $12,607

5.03 Administrative Draft EIR $113,815

5.04 Prepare Public Draft EIR $28,963
Task 6

6.01 Admin Draft EA $67,770

6.02 Public Review Draft EA $17,484
Other Direct Costs
Travel $4,584
Other $335
Phase 2 Total $618,617

DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

EXHIBIT A
59 Revised 5/1/2018 B16 – 2M E&O

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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:

1. The City of Livermore, its officers, officials, employees, and designated DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

EXHIBIT A
60 Revised 5/1/2018 B16 – 2M E&O

Page 2 ends

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.

DocuSign Envelope ID: CFA09256-CCCA-48D6-B9FB-B7907928A46A

EXHIBIT A
61 CITY COUNCIL STAFF REPORT
ITEM NO. 5.3

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing execution of a Low-Income For Sale Housing Agreement with Shea Homes, Inc. for an 89-unit subdivision located in the Isabel Neighborhood Specific Plan Area, north-east of the Portola Avenue / Collier Canyon Road intersection (VTTM 8613).

RECOMMENDED ACTION

SUMMARY
In July 2022, the City Council approved the 89-unit residential subdivision, as part of a larger development under Tract Map 8613, proposed by Shea Homes, Inc. located northeast of the Portola Avenue/Collier Canyon Road intersection. In accordance with the City’s Affordable Housing Ordinance, the developer must enter into a Low-Income Housing Agreement with the City and provide 17.8 residential units in the project at affordable prices, and which are reserved for sale to median- and moderate-income first-time homebuyers or obtain City Council’s approval of an equivalent alternative.

The developer proposes to provide 18 affordable units in the development, five (5) of which will be reserved for sale at median income sales prices, and 13 of which will be reserved for sale at moderate income prices. Staff recommends approval of the proposal, which is reflected in the Low-Income Housing Agreement, as it will provide new, first-time homebuyer opportunities for median- and moderate- income households through the City’s Affordable Homeownership Program.

DISCUSSION
The City’s Affordable ("Inclusionary") Housing Ordinance states that developers completing for sale residential projects within the City’s Isabel Neighborhood Specific Plan Area (INSP) must satisfy the affordable housing requirement by providing twenty percent (20%) of those units at prices affordable for median- and moderate-income households or provide an equivalent alternative, subject to City Council 62 approval. Alternative methods of compliance, including payment of an In-Lieu fee, are described in the Ordinance.

On July 25, 2022, City Council approved the 89-unit for-sale, residential condominium subdivision proposed by Shea Homes, Inc. located north-east of the Portola Avenue / Collier Canyon Road intersection (the “Development”) as part of the larger development under Tract Map 8613. As a Condition of Approval, in accordance with the City’s Affordable Housing ordinance, the developer must enter into a Low-Income For Sale Housing Agreement with the City to fulfill the Inclusionary Housing requirement.

The approval of Tract Map 8613 also included a 210-unit, rental apartment development which will have a separate affordable housing agreement for Council's consideration in the future. The for-sale condominium development is subject to an affordability requirement of 17.8 units for sale to median- and moderate-income first-time homebuyers. The developer proposed to round up the 0.8 fractional unit and provide 18 total affordable units on-site, thus providing 20.2% of units as affordable on site.

The Developer is utilizing State Density Bonus Law (California Government Code Sections 65915- 65918), given that the entire project approved under Vesting Tentative Tract Map 8613 qualifies for two incentives/concessions. As described in the project approval, the developer utilized a Density Bonus incentive to waive the City’s requirement that the affordable units be representative of the various plan types in the development. Using this incentive, the developer has proposed all of the affordable units to be offered in “Plan One”; a 3-bedroom, 3-bathroom, 1,600 s.f. unit. As a result, the project is providing smaller affordable units than the average square footage of the unrestricted, market rate units.

Staff recommends approval of the proposal as it exceeds the on-site unit requirements of the City’s affordable housing ordinance, complies with the State Density Bonus program requirements, and advances City Council’s affordable housing goals. The on-site affordable units priced at median- and moderate-income levels could potentially serve a range of low- to moderate-income homebuyers if paired with available county and state down payment assistance. Prices for the affordable units will be determined in accordance with the established sales prices adopted by the City for the Affordable Homeownership Program at the time of sale. The affordable units would be marketed throughout the community, and the applicant selection process would prioritize applicants that meet City Council’s established preferences, including Livermore residents and workers, Livermore Valley Joint Unified School District teachers, first responders, tenants of City-regulated affordable rental units, and veterans.

All purchasers must meet the City’s Affordable Homeownership Program qualifying criteria, including first-time homebuyer qualification, a minimum 660 credit score, determination of creditworthiness, and a 3% down payment requirement. Buyers will be required to enter into a resale restriction agreement with the City along with a promissory note and recorded deed of trust which reflect the affordability subsidy amount (e.g., difference between the market value and the affordable sales price).

FISCAL AND ADMINISTRATIVE IMPACTS

If approved, the Low-Income Housing Agreement (LIHA) will provide 18 affordable units for sale to median- and moderate-income homebuyers. Upon sale of the affordable units, the City will hold a promissory note secured by a recorded deed of trust with the homebuyer in an amount that is the difference between the market rate appraised value of the home and the affordable for sale price at the time of sale. The promissory notes require no payment and may transfer to a new eligible buyer at resale. If the unit is sold at a market rate-unrestricted price to an ineligible buyer, the City collects the amount of the promissory note, and all restrictions terminate on the unit. Per the recently adopted master fee schedule, the City will also receive 1.5 percent administrative fee to market, screen and identify 63 qualified buyers for the affordable homes. The developer will pay this fee at close of escrow. The fee will be used to defray the City’s marketing, application, selection and homebuyer education costs as well as to monitor resale restriction agreements and comply with all federal and state fair housing laws and regulations.

COMMUNITY PILLAR
1: A Safe Community that Thrives

GOAL
7: Expand and preserve the supply of affordable housing opportunities.

ATTACHMENTS

1. Resolution

2. Exhibit A - Shea LIHA

Prepared by: Fran Reisner
Acting Housing and Human Services
Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A LOW-INCOME
FOR SALE HOUSING AGREEMENT WITH SHEA HOMES, INC. FOR AN 89-UNIT SUBDIVISION LOCATED NORTH-EAST OF THE PORTOLA
AVENUE / COLLIER CANYON ROAD INTERSECTION (VTTM 8613)
Shea Homes, Inc. (“the Developer”) proposed an 89-unit residential subdivision at north-east of the Portola Avenue / Collier Canyon Road intersection (VTTM 8613) (“the Development”).

In July 2022, the City Council approved the Development, subject to the Conditions of Approval which include compliance with all applicable City laws and ordinances. The Developer now desires to meet its inclusionary housing requirement for the Development by entering into a Low-Income For Sale Housing Agreement (“Agreement”) with the City of Livermore. The Development would be subject to the 20% Inclusionary requirement for the Isabel Neighborhood Specific Plan Area (INSP) whereby 18 units in the Development are required to be provided as affordable for purchase by median-income and moderate-income homebuyers in the Development.

In accordance with the City of Livermore’s Inclusionary Housing Ordinance (Livermore Development Code section 10.06.050(E)(4)(c)), the Developer proposed to satisfy the 20% affordable housing requirement for the Development by providing 18 units within the Development, five (5) of which will be reserved for sale at median income sales prices, and 13 of which will be reserved for sale at moderate income prices.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that the City Manager is hereby authorized to sign on behalf of the City of Livermore the Low- Income Housing Agreement with Shea Homes, Inc., attached hereto as Exhibit A, and all related and necessary documents.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 25, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Marie Weber Katherine Mirassou
City Clerk Deputy City Attorney
Exhibit A – Low-Income For Sale Housing Agreement with Shea Homes, Inc. 65 Recording Requested By:

I CITY OF LIVERMORE
And When Recorded Mail to:

The City of Livermore
1052 S. Livermore A venue
Livermore, CA 94550
Attention: City Clerk
Documentary Transfer Tax$ Exempt R&T Code 11922
By:

City of Livermore
Recording Fee $0.00 Gov't Code 27383
APN: 903-0010-029 (PORTION) & 903-0010-030 (PORTION)
Affordable For Sale Housing Agreement
between
City of Livermore and Shea Homes, Inc.

This Affordable For Sale Housing Agreement ("Agreement") is entered into on _______ , __ , 2023 by and between the City of Livermore, a municipal corporation ("City"), and Shea Homes, Inc. ("Developer"), with reference to the following facts:

RECITALS
A. A serious shortage of affordable housing exists in the City. Of particular concern is the shortage of housing for low-income and moderate-income households.

B. The City commissioned a study, the Residential Nexus Analysis and Residential Feasibility Analysis, to determine the impact that for-sale residential units have on the need to meet affordable housing as the basis for the City's inclusionary housing requirement. The analyses found that the need for affordable housing is commensurate with a 15% inclusionary requirement applicable to the General Plan Area. The feasibility analysis commissioned by the City as part of the development of the Isabel Neighborhood Specific Plan (INSP) also found the 20% inclusionary requirement for the Isabel Neighborhood Specific Plan was developed to be economically equivalent to the 15% inclusionary requirement for the General Plan Area.

C. The City's General Plan Housing Element has the goal of providing housing affordable to all economic segments of the community and requires that in the General Plan area 15% of the dwelling units be affordable, in the Downtown Specific Plan area 10% of the dwelling units be affordable, and in the Isabel Low Income Housing Agreement
Rev. 03/2023

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EXHIBIT A
66 Neighborhood Specific Plan Area 20% of the dwelling units be affordable.

Chapter 10.06.050 of the Livermore Development Code provides that this affordability requirement may also be satisfied by alternative means including payments to the City's Housing Trust Fund for use in affordable housing projects.

D. The Developer desires to build a residential development in the Isabel Specific Plan Area of the City of Livermore, within Resultant Parcel A as shown and described in Attachment 1, and to enter into this Agreement to satisfy its affordable housing requirement.

AGREEMENT
NOW THEREFORE, in consideration of the terms, conditions and covenants set forth herein, City and Developer agree that the recitals are true and correct and further agree as follows:
1) Development
The Developer intends to develop a subdivision consisting of 89 for sale single family, attached housing units ("Units") as described in that certain Vesting Tentative Tract Map 8613 (the "Map"), located at north-east of the Portola Avenue / Collier Canyon Road intersection, in Livermore, California (the "Development") and as described in Attachment 1.
2) Affordable Housing Requirement
Based on the Conditions of Approval for Vesting Tentative Tract Map 8613, and Chapter 10.06.050 of the Livermore Development Code, the Developer is required to provide 18 residential units ("Units") for sale at affordable prices to Median Income and Moderate-Income households.

Satisfying the Affordable Housing Requirement
In satisfaction of the affordable housing requirement described in Section 2 above, the Developer hereby agrees to: (i) construct 18 Units within the Development, five (5) of which will be reserved for sale at Median Income Sales Prices, and 13 of which will be reserved for sale at Moderate Income Prices as defined in Section 5 below, (the "Affordable Units").
3) Density Bonus Concession
The Developer is utilizing state Density Bonus Law (California Government Code Sections 65915-65918), and qualifies for two Incentives/ Concessions given that the entire project approved under Vesting Tentative Tract Map 8613 allocates six percent of rental units to Very Low Income and 20 percent of for-sale units to Median and Moderate income households. The project approved under Vesting Tentative Tract Map 8613 used one Incentive/ Concession to deviate from Livermore's lnclusionary Ordinance unit comparability requirement (LDC 10.06.050 (D) (7)) by concentrating all eighteen for-sale affordable Units in the Development into the 3-bedroom 3 bath townhome Floor Plan One. Through the use of state Low Income Housing Agreement
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EXHIBIT A
67 law, the project is providing smaller units on average than would normally be required under the City's inclusionary ordinance.
4) Location and Description of Affordable Units
a) The Affordable Units shall be located at the addresses described below and further depicted in Attachment 2, attached hereto and incorporated herein.

Unit Address Number
3 172 Sedona
Common
3 176 Sedona
Common
6 176 Sedona
Common
3 117 Sedona
Common
6 117 Sedona
Common
3 101 Sedona
Common
6 101 Sedona
Common
3 105 Sedona
Common
6 105 Sedona
Common
3 109 Sedona
Common
6 109 Sedona
Common
3 113 Sedona
Common
6 113 Sedona
Common
3 134 Sedona
Common
3 138 Sedona
Common
3 142 Sedona
Common
3 146 Sedona
Common
6 172 Sedona
Common
Low Income Housing Agreement
Rev. 03/2023
Plan
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
#1
Affordable
No. of No. of Square Sales
Price Bedrooms Baths footage (+/-) Category
Median
3 3 1582+/- Median
3 3 1582+/- Median
3 3 1582+/- Median
3 3 1582+/- Median
3 3 1582+/- Median
Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate
3 3 1582+/- Moderate

Page 3 ends

EXHIBIT A
68 b) All Affordable Units shall be sold at the sales prices adopted by City Council that are applicable during the year the Affordable Units are sold (the "Median Income Price" and "Moderate Income Price"). For the initial year of this Agreement, the Median and Moderate-Income Prices are as set forth in Attachment 3 attached hereto.
c) The Lots listed in Section 4 (a) and identified in Attachment 2 on which the Affordable Units are to be constructed may be changed with the mutual written consent of the City and Developer not to be unreasonably withheld provided that any change in the Lots does not materially detract from the value of the Affordable Units as determined by the City in accordance with the City's affordable housing ordinance (Dev. Code § 10.06.050). d) Each Affordable Unit shall
i. be built in conformance with the models and plans noted in Section 4 (a) above as such plans were approved in connection with Vesting Tentative Tract Map 8613 and,
ii. consist of the square feet of living space comprised of a family room, dining room, kitchen, laundry, bedrooms and bathrooms, as stated in Section 4 (a) above, and
iii. contain the same standard amenities, fixtures and finishes, such as appliances, cabinets, counters, flooring, etc., as the market rate units in the Development. Any proposed amenities, fixtures and finishes that differ from those in the Market Rate Units must be pre-approved by the City in writing prior to marketing the first Affordable Unit.
5) Selection of Purchasers
The purchasers ("Purchasers") of the Affordable Units shall be participants in the City's Affordable Homeownership Program (the "Program") The Program requires, among other things that:
a) For those Affordable Units designated to be sold to median income households, each Purchaser's income shall not exceed one hundred percent (100%) of the median income for Alameda County, adjusted for actual household size, as published annually by the California Department of Housing and Community Development ("Median Income Purchaser"). b) For those Affordable Units designated to be sold to moderate income households, each Purchaser's income shall not exceed one-hundred twenty percent (120%) of the median income for Alameda County, adjusted for actual household size, as published annually by the California Department of Housing and Community Development ("Moderate Income Purchaser"). c) Median and Moderate-Income Purchasers must be first time homebuyers and meet credit and eligibility standards described in the City's Affordable Homeownership Program Guidelines.

Low Income Housing Agreement
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EXHIBIT A
69 d) To the extent required under the Program, Developer agrees to market the Affordable Units through specified City programs to implement applicant selection preferences in accordance with City's Affordable Homeownership Program Guidelines. The Developer may elect to have the City identify and select eligible Median and Moderate-Income Purchasers for the Affordable Units.
e) If the Developer elects to utilize the services of the City:
i. The City will establish a list identifying income-eligible households based on preferences established by the Livermore City Council, provide first time homebuyers access to consumer credit counseling, identify to first time homebuyers possible financing options, assist homebuyers through the escrow process, monitor resale restriction agreements and related documents, and comply with all federal and state fair housing laws and regulations. ii. Upon close of escrow for the sale of each Affordable Unit, the City shall be paid from escrow an administrative fee equal to one and half percent (1.5%) of the Total Purchase Price to conduct the activities described in Section 6 (d)(i) on behalf of Developer. iii. In order to ensure timely delivery notification of eligible Purchasers, Developer shall send to the City's Housing and Human Services Division Manager, a written notice as soon as Developer, in its reasonable opinion, believes that a particular Affordable Unit is at least one hundred twenty (120) days from being ready for occupancy. At that point, the City will begin marketing and identifying eligible Median and Moderate-Income Purchasers. The City shall provide to Developer the names of Median and Moderate- 1 ncome Purchasers eligible under the Program.
f) If the Developer does not elect to utilize the services of the City, the Developer must meet all of requirements described in this section (5.a-c).

The City will monitor the Developer to ensure compliance. g) This Agreement shall not limit the rights of the Developer to terminate or cancel any purchase and sales agreement or contract with an eligible Purchaser as agreed to by the parties.

Low Income Housing Agreement
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EXHIBIT A
70 6) Sales Price Limits & Permitted Options
a) For those Affordable Units sold to Median Income Purchasers and Moderate Income Purchasers, the purchase price for each unit shall not exceed the sum of (i) the "Median Income Price" or "Moderate Income Price" plus (ii) the total Price of any Options (as that term is hereafter defined) for the particular Affordable Unit. The Median Income Price and Moderate-Income Price are established annually by the City and set forth as Affordable For Sale Prices, Rental Rates and Maximum Income Limits. The 2023 schedule is attached hereto as Attachment 3, incorporated herein as reference, and adopted by City Council Resolution 2022-197 ("Below Market Price Limits.") The Developer and the City acknowledge that the Below Market Price Limits may be adjusted from time to time and agree that in the event of such adjustment the Median Income Prices and Moderate Income Prices of the Affordable Units shall be adjusted to match the then current Below Market Price Limits at the time the Developer notices the City of an Affordable Unit(s) for sale and/or the marketing of the Affordable Unit(s) begins as mutually agreed upon. Sales prices assume the current rate of interest for first-time home buyers as determined by the City, 30-year mortgage, and housing payments (PITI) which do not exceed 30% of the household income.
b) The term "Options" shall mean any options, improvements, or upgrades to an Affordable Unit that Developer has made available to a Purchaser and that Purchaser has agreed to purchase at its sole cost and expense and may not be financed. Notwithstanding anything in this agreement to the contrary, the total Price of the Options that a particular Purchaser may purchase for an Affordable Unit shall not exceed five percent (5%) of the Median Income Price and Moderate Income Price for that Affordable Unit.

Developer acknowledges and agrees that its sole compensation for any sale of an Affordable Unit shall be the sum of (a) the Median Income Price or Moderate Income Price and (b) the total Price of the Options. The sum total of items (a) and (b) above is hereafter referred to as the "Total Purchase Price".
c) For property assessment purposes, the Total Purchase Price for each Affordable Unit shall be reported to the Alameda County Assessor's Office. 7) Affordability Restrictions
To effectuate the affordability restrictions, as a condition to the close of escrow on any Affordable Unit, the Developer shall require Purchaser to execute a promissory note in favor of the City in an amount equal to the difference between the fair market value as determined by an appraisal of the Affordable Unit and the Median Income Price or Moderate-Income Price (the "Promissory Note"). In addition to the Promissory Note, the Purchaser shall execute a deed of trust and a resale Low Income Housing Agreement
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EXHIBIT A
71 restriction agreement in favor of the City that will be recorded in a second-priority position at the close of escrow. The Resale Restriction Agreement, Deed of Trust and Promissory Note shall be referred to as the "City Loan Documents" and shall be substantially in the form of Attachment 4.
8) Assignment
This Agreement shall be binding upon the successors and assigns of the parties.

Where the Developer sells or otherwise transfers title to any portion of the Property, that subsequent owner and Developer are jointly and severally liable for the obligations under this Agreement as to that portion of the Property sold or transferred unless Developer is released by City, which release shall not be unreasonably withheld, so long as the subsequent owner provides City with security equivalent to any security previously provided by Developer to secure performance of its obligations hereunder. Developer acknowledges that it shall be reasonable for City to condition such release of the Developer upon Developer and its successor entering into a written assignment and assumption agreement requiring the successor to satisfy Developer's outstanding obligations under this Agreement.
9) Breach
No party shall be in material breach of this Agreement unless and until (i) the breaching party receives from the non-breaching party a written notice ("Breach Notice") stating the nature of the breach and (ii) the breaching party has failed to cure such breach within thirty (30) days of the date it receives the Breach Notice; provided, however, if the nature of the breach is of a type or nature that cannot be cured within thirty (30) days, then the breaching party shall not be in material default of this Agreement so long as it (i) commences curing of the breach within thirty (30) days of the date it receives the Breach Notice and (ii) diligently pursues curing the breach to completion.
10) Agreement Lawful and Enforceable.

The Developer acknowledges and concedes that this Agreement is lawful and enforceable and waives any and all legal challenges or other objections to this Agreement. The Developer shall not in any judicial action or proceeding, affirmatively or by way of defense, seek to invalidate or otherwise avoid the application of the terms of this Agreement.
11) Notice
Unless specified otherwise herein, any notice, tender or delivery to be given pursuant to this Agreement by either party shall be in writing and may be accomplished by delivery in person, express delivery service, or first-class certified mail, return receipt requested. Any notice shall be deemed received on the date shown on the receipt as the date of delivery, refusal of delivery or the date returned as undeliverable. Notices shall be addressed as set forth below, but each party may change his or her address by written notice in accordance with this Section.

Low Income Housing Agreement
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Page 7 ends

EXHIBIT A
72 TO CITY:

City of Livermore
1052 So. Livermore Ave.

Livermore, CA 94550
Attn: City Manager
12) Attorneys' Fees

TO DEVELOPER
Shea Homes
Attention: David Best
Shea Homes, Inc.
2630 Shea Center Drive
Livermore, CA 94551
If any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach of this Agreement, then the party prevailing in any such action shall be entitled to recover all reasonable attorneys' fees and costs incurred.
13) Compliance
Compliance with this Agreement satisfies the affordable housing development obligations of Developer under the City's Affordable Housing Ordinance (Section

10.06.050 of the Livermore Development Code), and the Vesting Tentative Tract Map 8613 conditions of approval.
14)Modification
The City Manager of the City of Livermore is the authorized representative of the City to approve minor modifications to the agreement, provided the modification does not materially alter the agreement, and is authorized to negotiate, develop, and execute all documents related this agreement. This Agreement shall not be modified except by written instrument executed by and between the parties. 15) Entire Agreement
This Agreement constitutes the entire understanding and agreement of the parties with respect to the sale of the Affordable Units.
16) Binding Effect
This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. 17) Severability
If any term of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, then the remaining terms shall continue in full force unless the rights and obligations of the parties have been materially altered by such holding of invalidity.
18) Governing Law
This Agreement shall be governed by the laws of the State of California.

Low Income Housing Agreement
Rev. 03/2023

Page 8 ends

EXHIBIT A
73 19) Incorporation by Reference
Any exhibits referred to in this Agreement are incorporated in this Agreement by such reference.
20) Counterparts
This Agreement may be executed in counterparts, by actual or facsimile signature (with originals to be forwarded by overnight mail). Each counterpart shall be deemed an original and all, when taken together, shall constitute one agreement. 21 ) Termination
This Agreement and all terms and conditions contained herein and the encumbrance of this Agreement on title shall automatically terminate once all obligations under this Agreement have been satisfied by the Developer without signing or recording any instrument of release, provided City shall sign any such release to the extent requested by Developer and/or required by any title company insuring the sale or transfer of Units. Notwithstanding the foregoing this Agreement shall terminate in its entirety and be of no further force and effect with respect to, (a) any portion (or interest in) of the Property, upon dedication or conveyance to a homeowners' association, public entity or public utility, and (b) any completed Unit, upon the sale of such Unit to a member of the general public. In any such event, such portion of the Property (or interest therein) shall be deemed automatically released from the encumbrance of this Declaration, without signing or recording any instrument of release, provided City shall sign any such release to the extent requested by Developer and/or required by the title company insuring such sales or transfers.
[Signatures and Attachment List on the Next Page]
Low Income Housing Agreement
Rev. 03/2023

Page 9 ends

EXHIBIT A
74 IN WITNESS WHEREOF, the parties have executed this Agreement on or as of the date first written above.

DEVELOPER:

SHEA HOMES, INC.
a Delaware corporation
��£!2
I : �. Anthoriz,d Agenl
Na - David Best
For ��✓-
Dat�: 'f/ 6�z,I'
CITY OF LIVERMORE:

Marianna Marysheva
City Manager
Attachments:

By·
Na
Its:

For: ,
Date:_---1�=-�-�---
Dated:

Attachment 1 - Legal Description
Attachment 2 - Location of Affordable Units
Attachment 3 - 2023 Affordable Homeownership Program Sales Prices Attachment 4 - City Loan Documents
Low Income Housing Agreement
Rev. 03/2023

Page 10 ends

EXHIBIT A
75 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
��Ill 5 �l00$@$1l®fflmtln!U€ 00! ll&�OO•WOIJ«l"O'OfflJ
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
} County of ______________ _
On ____________ before me, _____________________ _
Date Here Insert Name and Title of the Officer
personally appeared --------------------------------
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________ _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ___________________________ _ Document Date: _____________________ Number of Pages: ____ _ Signer(s) Other Than Named Above: ________ _________ ___ ___ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _
□ Corporate Officer - Title(s): ______ _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee o Guardian or Conservator
□ Other:

Signer is Representing: _________ _
� 0 D j § !ml [}'[)008@8880IUOtfll2 j �OO0iti
©2019 National Notary Association
Signer's Name: ____________ _
□ Corporate Officer - Title(s): ______ _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _________ _
fili II i/i .. •• ff3fflJ2}1J!O'ill@�-!:! !JI ffl:§1§�

EXHIBIT A
76 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF California )SS ----------------
COUNTY OF Alameda )
On September 12, 2023
David Best and Donald A Hofer
before me, Kathy Lynn Barlow , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person_(fil whose name_(fil ts/are subscribed to the within instrument and acknowledged to me that flefsfle,lthey executed the same in his/her/their authorized capacitv(ies), and that by his/her/their signature_(fil on the instrument the person_(fil, or the entity upon behalf of which the person_(fil acted, executed the instrument.

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

WITNESS my hand and official seal.

Signa�
This area for official notarial seal.

OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents.
0 INDIVIDUAL
0 CORPORATE OFFICER(S) TITLE(S):
0 PARTNER(S) 0 LIMITED
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
0 OTHER
SIGNER IS REPRESENTING:

Name of Person or Entity
0 GENERAL
Name of Person or Entity

OPTIONAL SECTION
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT:

NUMBER OF PAGES DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
Reproduced by <<!!Table Field EONAME Not Found!!>> 11/2007

EXHIBIT A
77 Attachment 1
Legal Description
For APN/Parcel ID(s): 903-0010-029 portion and 903-0010-030 portion

ALL THAT REAL PROPERTY IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
(RESULTANT PARCEL A):

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCELS 12 AND 13, AS SHOWN ON TRACT MAP 7610, BOOK 293 OF MAPS AT PAGE 14, ALAMEDA COUNTY RECORDS, AND AS SHOWN AND DESCRIBED AS RESULTANT PARCEL A IN THAT CERTAIN GRANT DEED, RECORDED APRIL 28, 2023, SERIES NO. 2023-048211, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 13, THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 13 SOUTH 88°41'57" EAST, 352.642 FEET; THENCE LEAVING SAID NORTHERLY LINE AND ENTERING SAID PARCELS 12 AND 13 THE FOLLOWING SIX (6) COURSES:

1. SOUTH 14°45'08" EAST, 175.316 FEET;

2. ALONG A NON-TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 55.000 FEET, FROM WHICH THE RADIUS POINT BEARS SOUTH 57°54'32" WEST, HAVING A CENTRAL ANGLE OF 17°20'20" AND AN ARC LENGTH OF 16.644 FEET;

3. SOUTH 14°45'08" EAST, 64.667 FEET;

4. ALONG A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF 19.500 FEET, FROM WHICH THE RADIUS POINT BEARS SOUTH 49°05'29" EAST, HAVING A CENTRAL ANGLE OF 55°39'39" AND AN ARC LENGTH OF 18.944 FEET;

5. SOUTH 14°45'08" EAST, 177.200 FEET;

6. THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 39.500 FEET, HAVING A CENTRAL ANGLE OF 88°46'25" AND AN ARC LENGTH OF 61.201 FEET TO A POINT OF CUSP ON THE SOUTHERLY LINE OF SAID PARCEL 12;
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCELS 12 AND 13, AND THE WESTERLY LINE OF SAID PARCEL 13 THE FOLLOWING FOUR (4) COURSES:

1. ALONG A NON-TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 1,348.000 FEET, FROM WHICH THE RADIUS POINT BEARS NORTH 13°31'33" WEST, HAVING A CENTRAL ANGLE OF 25°32'25" AND AN ARC LENGTH OF 600.889 FEET;

2. ALONG A COMPOUND CURVE TO THE RIGHT WITH A RADIUS OF 48.000 FEET, HAVING A CENTRAL ANGLE OF 94°54'45" AND AN ARC LENGTH OF 79.514 FEET;

3. NORTH 16°55'37" EAST, 332.748 FEET;
THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 1,243.000 FEET, HAVING A CENTRAL ANGLE OF 04°49'36" AND AN ARC LENGTH OF 104.710 FEET TO THE POINT OF BEGINNING.

APN'S: 903-0010-029 (PORTION) & 903-0010-030 (PORTION)
CLTA Preliminary Report Form - Modified (11.17.06)
SCA0002402.doc I Updated: 07.10.19 3
Printed: 06.19.23 @02:08 PM by SC
CA---SPS-1-23-FW AC-5912300355

EXHIBIT A
78 134 Sedona
Common Unit 3
0 50 100
SCALE: 1 "=100'
Location of Affordable Units

SEDONA COMMON
Attachment 2
146 Sedona
Common Unit #3
142 Sedona
Common U 1ti 3
105 Sedona Common
Unit#6
109 Sedona Common
Unit#6
200

AFFORDABLE UNIT SUMMARY

TOWNHOMES
MEDIAN 5
MODERATE 13
TOTAL 18
LEGEND:
™ BELOW MARKET RATE UNIT MODERATE

BELOW MARKET RATE UNIT MEDIAN
07-11-2023 3:35pm Chris Ferrel P:\2902'\0ES\EXH-0\EXH-AffORllAl!t.E HOUSING.OWG r.ff:J::::Ct- F-cs-2s02:; P-!?�2ZC2t; P -., ... ,j;;?': !;- ;"-'.SIJ2'.

EXHIBIT A
79 I
,
ft;'
I ,! I
I
I
I I
I I
172 Sedona Common Uipt 3 1
I I i /,
/ I
j � I
I � : t: .P.HIIC::=
/
�
li
i tr : .._ Ii
I : � l i o I
'I <>; H
/1!1'1� { // t t," .fl
i-' ::J i
11 }:;:;::
·-:-::::::::::::::i:i:i:

SEDONA COMMON
l< I
- - - _ PORTolA iWEfltlE "fEXISTING)- - - - - - - - -- - - - - - - - - - - - _._, .... _. ..... "11 0 50 100 200
SCALE: 1 "= 100'

AFFORDABLE UNIT SUMMARY

TOWNHOMES
MEDIAN 5
MODERATE 13
TOTAL 18
LEGEND:
™ BELOW MARKET RATE UNIT MODERATE
r BELOW MARKET RATE UNIT MEDIAN
07-11-2023 3:35pm Chris Fe,rel P:\2902�\0ES\EX!f-D\EXH-AffORDABl.E HOUSING.DWG r:[�� .. ;�r:C�S P -CS 2S�1� :, P-lf\-2£02': P-O.--� \2-t· i:' ·T· -:>-:�?

EXHIBIT A
80 C")
....
.c:
(.)
(U .... ....

LIVERg��
No. Bed- Size House
rooms hold
Studio 1
1 2
2 3
3 4
4 5
City of Livermore
Affordable For-Sale Prices and Rental Rates
Very-Low Income (50%)
Maximum
Income
$50 000
$57,150
$64,300
$71,400
$77,150
Maximum
Purchase
Price
$109,099
$134,536
$159,972
$185,231
$205,687
For-Sale Housing*
Low-Income (80%)
Maximum Maximum
Purchase Income Price
$76,750 $204,264
$87,700 $243,220
$98,650 $282,175
$109,600 $321,131
$118,400 $352,437
Median-Income (100%)
M
_ I
Maximum axImum
1 Purchase ncome Price
$99,950 $286,800
$114,250 $337,673
$128,500 $388 369
$142 800 $439,242
$154,200 $479,799
Rental Housing*
Moderate-Income (120%)
Maximum Maximum
Purchase Income Price
$119,950 $357,952
$137,100 $418.964
$154,200 $479,799
$171,350 $540,811
$185,050 $589,550
*Effective January 1, 2023
Ext. Low-Income (30%) Very-Low Income (50%) Lower-Income (60%) Low-Income (80%) Median-Income (100%) Moderate-Income (120%) No.Bed Size Maximum Maximum Maximum Maximum Maximum Maximum Maximum Maximum Maximum Maximum Maximum Maximum House-rooms hold Income Rent Income Rent Income Rent Income Rent Income Rent Income Rent Studio 1 $30,000 $750 $50,000 $1,250 $60,000 $1,500 $76,750 $1,919 $99,950 $2,499 $119,950 $2,999 1 (") 1.5 $34,300 $858 $53,575 $1,339 $64,290 $1,607 $82,225 $2,056 $107,100 $2,678 $128,525 $3,213 1 2 $38,600 $965 $57,150 $1,429 $68,580 $1,715 $87,700 $2,193 $114 250 $2,856 $137,100 $3 428 2 3 $42,850 $1,071 $64,300 $1,608 $77,160 $1 929 $98,650 $2,466 $128 500 $3,213 $154,200 $3,855 3 4 $46,300 $1,158 $71,400 $1,785 $85,680 $2,142 $109,600 $2,740 $142,800 $3,570 $171,350 $4,284 4 5 $49,750 $1,244 $77,150 $1,929 $92,580 $2,315 $118,400 $2,960 $154,200 $3,855 $185,050 $4,626 *Effective November 28, 2022
NOTES: These limits are based on income data from the California Department of Housing and Community Development (HCD) for 2022. The Affordable Sales Prices are effective for the 2023 Affordable }lomeovmership Program year and thereafter until updated by City Council. The 2022 Area Median Income for a 4-person household of $142,800 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. (*) Low Income Housing Tax Credit (LIHTC) Household size Sales Prices: assume a 6% interest rate, 30-year mortgage, and housing payments (PIT!) which do not exceed 30% of the household's monthly income.

The Rental Housing limits are effective upon adoption by City Council 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. _ ____ Date Adopted by Livermore City Council: November 28, 2022

Page 1 ends

EXHIBIT A
81 COMPLIMENTARY RECORDING

REQUESTEDPURSUANT TO
GOVERNMENT CODE SECTION 27383
When Recorded Mail To:

City Clerk
City of Livermore
1052 So. Livermore Avenue
Livermore, CA 94550

RESALE RESTRICTION AGREEMENT
Owner:

Residence:

Livermore, CA 94551
ATTACHMENT 4
This Resale Restriction Agreement (the "Agreement") is entered into as of this __ day of ___ , 2021 by and between the City of Livermore, a municipal corporation (the "City") and (the "Owner").

RECITALS
A. There is currently a shortage of single family housing in the City of Livermore that is affordable to low income households, causing many low and moderate income households to be unable to purchase single family homes.

B. To assist low and moderate income households in purchasing single family homes, the City has granted developers certain regulatory concessions and in return developers have agreed to cooperate with the City in developing affordable single family homes.

C. In order to further its plan to assist in the purchase of homes by low and moderate income households, the City has developed a secondary financing program designed to assist qualified purchasers to purchase single family homes while preventing unfair windfall profits to the purchasers (the "Affordable Homeownership Program").

Resale Restriction Agreement
Rev. 7/2021

Page 1 of 18 ends

EXHIBIT A
82 ATTACHMENT 4
D. Without the City's lnclusionary housing requirements, which require the developers to build homes at an affordable price, the Owner would not have had the opportunity to purchase a single family residence.

E. The City's secondary financing represents the value that the owner has received as a result of the City's lnclusionary requirements.

F. The Owner desires to purchase an affordable single family home and to participate in the Affordable Homeownership Program.

G. The Owner has qualified for City financing with a combined household income which does not exceed One Hundred Twenty percent (120%) of median income of Alameda County, adjusted for actual household size, as published by the California Department of Housing and Community Development.

H. The City wishes to establish resale controls to protect its financial interest in the Residence and to provide for the continued availability of affordable housing.

I. In order to protect its financial interest and its program of providing housing for low income households, the City has required the Owner to execute, in addition to this Agreement, a promissory note in favor of the City (the "City Note").

J. This Agreement and the City Note shall be secured by a deed of trust in a lesser lien position (the "City Deed of Trust") subordinate to the lien of that deed of trust executed by the Owner in favor of the First Lender.

K. The purpose of this Agreement is to place resale controls on the Residence and establish eligibility requirements for subsequent purchasers.

L. The City intends to apply the production of this Residence, to the extent permitted by law, toward the satisfaction of the requirements of Health and Safety Code Section 33413(b )(2).

AGREEMENT
NOW, THEREFORE, in consideration of the benefits received by the Owner and the City, the Owner and the City agree, as follows:

Resale Restriction Agreement
Rev. 7/2021

Page 2 of 18 ends

EXHIBIT A
83 1. DEFINITIONS
The following terms are specially defined for this Agreement:

ATTACHMENT 4
A. "Affordable Purchase Price" shall mean the maximum purchase price for Moderate Income (120% AMI) housing, adjusted for number of bedrooms, as adopted annually by the City Council of the City.

B. "Affordable Rent" shall mean the lesser of the actual housing costs (including mortgage, homeowners' insurance, hazard and flood insurance, homeowners' association dues) or City affordable rental maximum plus reasonable and customary property management services fee.

C. "City Option" shall mean the City's option to purchase Residence as defined in Section 15.A.

D. "Excess Rental Proceeds" shall mean all rental proceeds collected by the Owner that exceed the Affordable Rent.

E. "Excess Sales Proceeds" shall mean the portion of the gross sales proceeds received by the Owner from a subsequent purchaser, which exceeded the Affordable Sales Price for the Residence that is due to the City. The amount of Excess Sales Proceeds due to the City shall be no greater than the equivalent amount of 3% compounded annual interest on the principal amount of the City Note for a maximum of twenty (20) years. The actual amount of excess sales proceeds due to the City shall be calculated according to the number of years outstanding on the City's Note.

F. "Fair Market Value" shall be determined by an appraisal of the Residence performed as provided in the Resale Restriction Agreement. Nothing in this subparagraph shall preclude the Owner and the City from establishing the Fair Market Value of the Residence by mutual agreement in lieu of an appraisal.

G. "First Lender" shall mean
H. "First Lender Deed of Trust" shall mean the deed of trust from Owner to Resale Restriction Agreement
Rev. 7/2021

Page 3 of 18 ends

EXHIBIT A
84 I. "First Lender's Loan" shall mean the loan to Owner made by Owner in the name of or held by CalHFA.

ATTACHMENT 4
and any loan to
J. "Median Income" shall mean the median annual income, adjusted for household size, for a household in Alameda County as published by the California Department of Housing and Community Development.

K. "Proposed Purchaser" shall mean the potential home buyer proposed by the Owner to purchase the Residence from the Owner.

L. "Sales Price" shall mean the maximum sales price that the Owner may receive for any Transfer of the Residence to an eligible Purchaser, as calculated in accordance with Section 14 below.

M. "Transfer" shall mean any sale, assignment or transfer, voluntary or involuntary, of any interest in the Residence, including, but not limited to, a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, (other than as may be permitted in Section 8 of the Resale Restriction Agreement) or an interest evidenced by a land contract by which possession of the Residence is transferred and Owner retains title, or deed of trust.

A Transfer shall not include a transfer by gift, devise or inheritance: (i) to an existing spouse, domestic partner, surviving joint tenant, or child; (ii) by an Owner to a spouse or domestic partner where the spouse or domestic partner becomes the co-owner of the Residence; (iii) between spouses as part of a marriage dissolution proceeding; (iv) to an existing spouse or domestic partner of Owner by devise or inheritance following the death of Owner; (v) by Owner into an inter vivos trust in which Owner is the beneficiary; or (vi) refinance of the First Mortgage meeting the requirements of Section 17 of this Agreement; provided, however, that Owner shall provide written notice of all such transfers to City; and Owner shall continue to occupy the Residence as his or her principal place of residence (except where the transfer occurs pursuant to subsection (iii) or (iv) above, in which event the transferee shall owner-occupy the Residence and affirmatively assume Owner's obligations under this Agreement and the City Note.

2. DESCRIPTION OF PROPERTY
This Agreement concerns the real property commonly known as, __ , Livermore, California, (the "Residence"), which is more fully described in Exhibit A attached hereto and Resale Restriction Agreement
Rev. 7/2021

Page 4 of 18 ends

EXHIBIT A
85 incorporated by reference.

3. TERM OF AGREEMENT
ATTACHMENT 4
The term of this Agreement shall commence as of the date of this Agreement and shall expire on that date fifty-five (55) years from the date of this Agreement (the "Term").

4. OWNER CERTIFICATIONS; OWNER OCCUPANCY MONITORING
The Owner certifies that all financial and other information provided in order to qualify to purchase the Residence is true and correct as of the date first written above.

The Owner further covenants and agrees to occupy the Residence as Owner's primary residence for the duration of Owner's ownership and shall not rent or lease the property or portion thereof during the Term of this Agreement without prior written approval of City. The Owner shall be considered as occupying the Residence if the Owner is living in the Residence for at least ten months out of each calendar year. The City may grant a temporary waiver of this occupancy requirement for good cause in its sole discretion.

Without limiting the generality of the foregoing, any absence from the Residence by Owner for a period 60 days or more days shall be deemed an abandonment of the Residence as the primary residence of Owner in violation of the conditions of this Section 4. On or before May 1 of each calendar year, the Owner shall provide an annual written certification to the City, in the form shown in Exhibit C, that the Owner is occupying the Residence as Owner's principal place of residence, and that Owner is not renting the Residence, or any portion thereof, to another party. Owner shall comply with all applicable laws relating to the use and maintenance of the Residence, including but not limited to the City of Livermore Municipal Code, City of Livermore Planning and Zoning Code, and all other local, state and federal laws.

5. NO CRIMINAL ACTIVITY
Owner agrees that no resident residing on the Property, their guests or persons under their control shall permit, engage in, or facilitate criminal activity on the Property, in any building on the Property, or in the streets bordering the Property. This includes, without limitation the foregoing: (i) the illegal manufacture, sale, distribution, use or possession with the intent to manufacture, sell, distribute or use a controlled substance as defined in Section 102 of the Controlled Substances Act (21 U.S.C. § 802); (ii) the unlawful discharge of firearms; and (iii) all acts or threats of violence, harming, or intending to harm a person or Resale Restriction Agreement Page 5 of 18
Rev. 7/2021

EXHIBIT A
86 property.

6. NO RENTING OR LEASING OF HOME
The Owner shall not rent or lease the Residence, or any portion thereof, to another party, unless such rental or lease is first approved in writing by the City. The City shall approve the renting or leasing of the Residence only if a// of the following conditions are met:
(1) the term of the rental or lease is not greater than twelve (12) months and cannot be extended without City approval; (2) the Owner demonstrates to the City's reasonable satisfaction that the Owner will incur substantial hardship, that would at the City's discretion not otherwise be remedied through the sale of the property, if he or she is not permitted to rent or lease the Residence to a third party; (3) the tenant qualifies as an Income Eligible Household, as certified to the City, and (4) the rent for the Residence does not exceed the Affordable Rent. Any rental or lease of the Residence in violation of this Agreement is prohibited, and shall be a default under this Agreement and the City Deed of Trust. The Owner further agrees that, in the event the Owner rents or leases the Residence to a third party in violation of this Section 6, any Excess Rental Proceeds paid to the Owner by the lessee over the Affordable Rent shall be due and payable to the City immediately upon receipt thereof by the Owner. Owner agrees that the collection of rents shall be monitored and administered through an independent, licensed property manager who shall be pre approved by the City. Such Excess Rental Proceeds shall be considered a recourse debt of the Owner to the City, as evidenced by the Note, which the City may collect by legal action against the Owner, including by foreclosure under the City Deed of Trust. The Owner hereby agrees that City shall not be responsible for any relocation, eviction, legal or moving expenses if the lessee is required to vacate the premises.

7. MAINTENANCE AND INSURANCE REQUIREMENTS
A. Maintenance. The Owner shall maintain the Residence, including landscaping, in good repair and in a neat, clean and orderly condition (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. Owner will not permit deterioration of the Residence, and shall make all repairs and replacements necessary to keep the Residence in good condition and repair. Failure by the Owner to maintain the Residence shall constitute a default under this Agreement for which Resale Restriction Agreement
Rev. 7/2021

Page 6 of 18 ends

ATTACHMENT 4

EXHIBIT A
87 ATTACHMENT 4
the City may exercise the City Option to purchase the Residence pursuant to Section 15 below. In case of default, funds to clean-up or repair damage to the property shall come from the Owner.

8. Insurance. The Owner shall maintain a standard all risk property insurance policy equal to the replacement value of the Residence (adjusted every five (5) years by appraisal, if requested by City), naming the City as an additional insured. Additional insurance requirements are set forth in Section 2 of the City Deed of Trust. The Owner shall provide the City with evidence of required insurance coverage upon request of the City.

8. SALE AND TRANSFER RESTRICTIONS
A. Prohibition on Transfer. Any Transfer without satisfaction of the provisions of this Agreement is prohibited and shall constitute a default by Owner for which the City may exercise the City Option pursuant to Section 15 below.

B. Inheritance. In the event a Transfer occurs by devise or inheritance due to death of the Owner, the administrator of the Owner's estate or the person inheriting the Residence shall provide written notice to the City of the Owner's death within thirty (30) days of the date of death and the following procedures shall apply:

1. If the person inheriting the Residence (the "Inheriting Owner") is a qualified inheritor under the City's definition of eligible parties not subject to Transfer (an "Inheriting Party"), that person shall provide the City documentation of his or her qualifications as an Inheriting Party, to be verified by the City. If the Inheriting Party fails to provide required documentation demonstrating the his or her relationship to the Owner within 60 days of the date of the Owner's death, the party shall be deemed not to qualify as an Inheriting Party.

The Inheriting Party shall succeed to the Owner's interest and obligations under this Agreement, the City Note, and the City Deed of Trust and shall execute an assumption agreement containing the terms of the Agreement, City Note and Deed of Trust between the Inheriting Owner and the City and recorded against the Residence.

2. If the Inheriting Owner is not a qualified Inheriting Party, he or she shall Transfer the Residence to an Eligible Purchaser at a price not exceeding the Affordable Purchase Price, pursuant to the procedures set forth in Sections 9 through 14 below and the City may exercise the City Option pursuant to Section 15 below. Prior to initiating a Transfer pursuant to this section, the Inheriting Owner shall provide the City with an Owner's Resale Restriction Agreement
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Notice of Intent to Sell within sixty (60) days of the date of death of the Owner.

3. Failure of an Inheriting Owner to follow the procedures and file the notices described in this Section 8 shall constitute a Default under this Agreement and the City may then exercise any of the remedies set forth in Section 18 below, including, without limitation, exercise of the City Option upon Default.

9. NOTICE OF INTENDED TRANSFER
In the event the Owner intends to Transfer or vacate the Residence, the Owner shall promptly notify the City in writing of such intent. The written notice shall be given in accordance with Section 26 of this Agreement at least one hundred twenty (120) days prior to the actual date of the Transfer or vacation of the Residence, or such other time period as may be mutually agreed upon by the Owner and the City. Said notice from the Owner shall be sent by certified mail, return receipt requested. Following receipt of such notice, the City may notify the Owner within thirty (30) days regarding exercise of the City Option. If the City chooses not to exercise the City Option, City will notify prospective Eligible Purchasers of the Residence that the Residence is available for purchase and shall further provide a Response Notice to Owner that will include the following information: (1) the maximum qualifying income for an Eligible Purchaser; (2) the certifications required of an Eligible Purchaser; and (3) the Sales Price the Owner may receive for the Residence, calculated by the City pursuant to Section 14 below. The Owner may receive referrals for Eligible Purchasers by the City and or its approved homeownership counseling provider for a reasonable administrative fee.

10. REPAYMENT OF CITY NOTE UPON TRANSFER BY OWNER
If a Transfer of the Residence occurs to other than an Eligible Purchaser, the Owner shall pay all amounts due under the City Note (Exhibit B). Thereafter, this Agreement shall terminate and have no further effect.

11. ASSUMPTION OF THE CITY NOTE
If the Owner transfers the Residence to an Eligible Purchaser in a transaction that meets the Eligible Transfer requirements of Section 13 of this Agreement, the City will allow the Eligible Purchaser to assume the obligations under the City Note and the City Deed of Trust, subject to the Eligible Purchaser executing a new promissory note in the amount of Resale Restriction Agreement
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89 ATTACHMENT 4
the difference between the Fair Market Value and the Affordable Sales Price at the time of Transfer and a new deed of trust in favor of the City and a new resale restriction agreement.

Upon the approval of an Eligible Purchaser's assumption of the Owner's obligations under the City Note and the City Deed of Trust and the execution of a new promissory note, deed of trust and resale restriction agreement by the Eligible Purchaser, the City shall release the Owner from any obligations under this Agreement, the City Note, and City Deed of Trust.

The Eligible Purchaser's assumption of the Owner's obligations under the City Note and City Deed of Trust shall be credited by Owner to the Eligible Purchaser as a partial payment of the purchase price for the Residence in the amount of the City Note.

12. TRANSFER BY OWNER
The Owner may sell the Residence to a person of the Owner's choosing (the "Proposed Purchaser") on the terms set forth in this Section.

A. Transfer to Ineligible Purchasers. If the Owner Transfers the Residence in a transaction that does not meet the Eligible Transfer requirements of Section 13 below, the Owner shall first pay (i) all of the principal and interest due to the First Lender, and (ii) all principal and amounts owed on the City Note. Thereafter this Agreement shall terminate and have no further effect.

B. Transfer to Eligible Purchaser. If the Owner Transfers the Residence in a transaction that meets the Eligible Transfer requirements of Section 13 below, the City shall allow the obligations under the City Note to be assumed by the Eligible Purchaser pursuant to Section 13. A. (5) and (6) of this Agreement. The maximum amount that the Owner may receive for the Transfer after the payment of customary and reasonable closing costs for the sale of the Residence shall be lesser of: 1) the Fair Market Value of the Residence; or 2) the Affordable Purchase Price in effect at the date of sale as established by Council, subject to any adjustments due to Advances by the City or as described further in Section 14.

13. ELIGIBLE TRANSFER
A transfer that meets the requirements set forth in this Section shall qualify as an approved Transfer to an Eligible Purchaser ("Eligible Transfer").

A. Disclosures and Submittals. The Owner and the Proposed Purchaser shall provide the following information to City:

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90 ATTACHMENT 4

1. The name, address and telephone number in writing of the Proposed Purchaser.

2. A signed financial statement of the Proposed Purchaser in a form acceptable to the City and any other supporting documentation requested by the City. The financial information shall be used by the City to determine the income eligibility and credit worthiness of the Proposed Purchaser.

3. The proposed sales contract and all other related documents, which shall set forth the terms of the sale of the Residence, including the following terms:
a. The sales price, setting out the amount of the first loan and the amount of the City Note which is to be assumed; and
b. The price to be paid by the Proposed Purchaser for the Owner's personal property, if any, and for the services of the owner, if any.

4. A written certification, from the Owner and the Proposed Purchaser, in a form acceptable to the City that the sale shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by the City. The certification shall also provide that the Proposed Purchaser or any other party has not paid and will not pay to the Owner, and the Owner has not received and will not receive from Proposed Purchaser or any other party, money or other consideration in addition to what is set forth in the sales contract and documents submitted to the City, including personal property. The written certification shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certification submitted to the City, the City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void, notwithstanding the fact that the sale may have closed and become final as between the Owner and the Proposed Purchaser. In any event, any costs, liabilities or obligations incurred by Owner and/or the Proposed Purchaser for the return of any moneys paid or received in violation hereunder or for any costs and legal expenses, shall be borne by Owner and/or the Proposed Purchaser and they shall hold the City harmless and reimburse their expenses, legal fees and costs for any action they reasonably take in good faith in enforcing the terms of this Agreement. An executed resale restriction agreement by the Proposed Purchaser with substantially the same provisions as this Agreement and subject to City approval. The recordation of the resale restriction agreement shall be a condition of the City's approval of the proposed sale. The City may require the Proposed Purchaser to pay a reasonable fee to the City and reimburse it for out of pocket costs to cover the costs of administering its rights and obligations under this Agreement.

5. An executed deed of trust and a promissory note from the Proposed Purchaser Resale Restriction Agreement
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EXHIBIT A
91 ATTACHMENT 4
in favor of the City except that the principal amount of the new promissory note shall equal the difference between the Fair Market Value and the Affordable Purchase Price at the time of Transfer. The new promissory note shall be subject to the Affordable Homeownership Program terms at the time of Transfer.

6. Upon the close of the proposed sale, certified copies of the recorded deed of trust, a copy of the recorded resale restriction agreement, a copy of the final sales contract, settlement statement, escrow instructions, and any other document which the City may reasonably request.

B. Eligibility Of Purchaser. A purchaser who meets the following requirements shall be an Eligible Purchaser ("Eligible Purchaser"):

1. Each purchaser shall certify that he or she will occupy the Residence as his or her principal residence. The Residence shall be considered the principal residence of the purchaser if the purchaser lives in the Residence for at least ten (10) months out of each calendar year.

2. The combined income for all household members of the purchaser does not exceed One Hundred Twenty percent (120%) of median income of Alameda County, adjusted for actual household size, as published by the California Department of Housing and Community Development.

14. DETERMINATION OF SALES PRICE
A. To Eligible Purchaser. The maximum sales price (the "Sales Price") that the Owner may charge for a Transfer of the Residence to an Eligible Purchaser shall be lesser of: (i) the Fair Market Value of the Residence; or (ii) the Affordable Purchase Price, plus the amount of the Excess Sales Proceeds. In the event that the sum of the Affordable Purchase Price plus the amount of the Excess Sales Proceeds under the City Note exceeds the Fair Market Value of the Residence, the amount of the City Note shall be reduced until the sum of the Affordable Purchase Price plus the amount of the City Note equals the Fair Market Value. No adjustments to the Affordable Purchase Price shall be made for any improvements or upgrades to the unit.

B. Adjustments to Owner's Net Proceeds Sales Price. The owner's net proceeds may be decrease by the amount necessary to repair damage to the Residence, if any, and to place the Residence into saleable condition as reasonably determined by the City Resale Restriction Agreement
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EXHIBIT A
92 ATTACHMENT 4
including, without limitation, amounts attributed to cleaning; painting; replacing worn carpeting and window coverings; making necessary structural, mechanical, electrical and plumbing repairs; addressing damage noted in the pest report, and repairing or replacing built-in appliances and fixtures. Owner hereby covenants to, at Owner's expense, maintain the Residence in the same condition as in existence on the date of City's Notice of Exercise, reasonable wear and tear excepted to cover any advances made by the City.

C. To Ineligible Purchaser. The sales price that the owner may charge for a Transfer of the Residence to an Ineligible Purchaser shall be reached by mutual consent between the owner and buyer of the residence. If the residence is sold to an ineligible purchaser the owner will be subject to conditions set forth in Section 12. A. of this Agreement.

D. Payment to City of Excess Sales Proceeds. If the Owner Transfers the Residence at an unrestricted price pursuant to this Section 14, or if the Owner makes a Transfer in violation of this Agreement, the Owner shall pay the principal balance of the City Note plus any Excess Sales Proceeds to the City.

15. OPTION TO PURCHASE
A. City Option to Purchase. Owner hereby grants to the City an option to purchase all of Owner's right, title and interest in and to the Residence ("City Option") upon the occurrence of an Option Event as defined in Section 15. C. below, subject to the terms and conditions contained herein.

B. Assignment of the City Option. The City may assign the City Option to another government entity, a nonprofit affordable housing or service provider, or a person or family that qualifies as an Eligible Purchaser. The City's assignment of the City Option shall not extend any time limits contained herein with respect to the exercise period of the City Option or the period within which the Residence must be purchased.

C. Events Giving Rise to Right to Exercise Option. The City shall have the right to exercise the City Option upon the occurrence of any of the following events ( each an "Option Event"):

1. Receipt of a Notice of Intent to Transfer (as defined in Section 9);

2. Any actual, attempted or pending sale, conveyance, transfer, lease or other attempted disposition of the Residence or of any estate or interest therein, Resale Restriction Agreement
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EXHIBIT A
93 ATTACHMENT 4
except as defined as Events not constituting a Transfer in Section 1.M.;

3. Any actual, attempted or pending encumbrance of the Residence, including without limitation by way of mortgage or deed of trust, or by judgment, mechanics, tax or other lien, except as provided in Section 17 below;

4. Recordation of a notice of default and/or notice of sale pursuant to California Civil code section 2924 (or successor provisions) under any deed of trust or mortgage with a power of sale encumbering the Residence;

5. Commencement of a judicial foreclosure proceeding regarding the Residence;

6. Commencement of a proceeding or action in bankruptcy, whether voluntary or involuntary, pursuant to Title 11 of the United States Code or other bankruptcy statute, or any other insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or trusteeship, concerning the Owner; or

7. Any violation by Owner of any provision of this Agreement including, without limitation, the conditions set forth in Sections 4, 5, 6, and 7 above.

16. FAIR MARKET VALUE
If it is necessary to determine the Fair Market Value of the Residence, the Fair Market Value shall be determined by a real estate appraiser approved by the Owner and the City.

The cost of the Appraisal shall be borne equally by the Owner and the City. Nothing in this section shall preclude the Owner and the City from establishing the fair market value of the Residence by mutual agreement in lieu of an appraisal pursuant to this section.

17. REFINANCING OF THE RESIDENCE
If authorized by a First Lender, Owner may refinance the First Lender's loan provided the loan amount of such refinancing does not exceed the then outstanding balance of the First Lender's loan plus 2% non-recurring closing costs. However, Owner may not refinance a First Lender's loan with a loan that contains any provisions for negative amortization or balloon payments. Upon Owner's request, the City shall subordinate the City Deed of Trust to a deed of trust or mortgage made by or held by an institutional lender or investor which is given in connection with any refinancing of the First Lender's Loan which meets the criteria set out in this Section 17 of this Agreement.

Resale Restriction Agreement
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EXHIBIT A
94 18. DEFAULTS AND REMEDIES /D EFAULT BY OWNER
ATTACHMENT 4
Upon a violation of any of the provisions of this Agreement by the Owner, the City shall give written notice to the owner specifying the nature of the violation. If the violation is not corrected to the satisfaction of the City within thirty (30) days after the date the notice is mailed, or within such further time as the City determines is necessary to correct the violation, the City may declare a default under this Agreement. Upon the declaration of a default or if the Owner makes any misrepresentation in connection with receiving any benefits under this Agreement, the City may: (a) declare all amounts due under the City Note immediately due and payable without further demand and may invoke the Power of Sale under the Deed of Trust; and/or (b) exercise the City Option; and/or (c) apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that a transfer in violation of this Agreement is void, or for any such other relief at law or in equity as may be appropriate.

19. NOTICE OF DEFAULT AND FORECLOSURE
A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Residence shall be recorded by the City in the Office of the Recorder of Alameda County for the benefit of the City. The City may declare a default under this Agreement upon receipt of any notice given to the City pursuant to Civil Code Section 2924b, and may exercise its rights as provided in Section 15 of this Agreement.

In the event of default and foreclosure, the City shall have the same right as the Owner to cure defaults and redeem the Residence prior to the foreclosure sale. Nothing herein shall be construed as creating any obligation of the City to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage.

If the City failed to file the request for notice of default, the City Option shall commence from the date the notice of default is given by the City to the Owner.

20. BINDING EFFECT
This Agreement shall bind, and the benefit hereof shall inure to, the Owner, his or her heirs, legal representatives, executors, successors in interest and assigns, and to the City and its successors, until the earlier of (a) the date the City Note is repaid, or (b) the date of Resale Restriction Agreement
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EXHIBIT A
95 ATTACHMENT 4
a Transfer of the Residence to an Eligible Purchaser in accordance with Section 12. B. above, or (c) at least 55 years from the date of this Agreement.

21. SUPERIORITY OF AGREEMENT
The Owner covenants that he or she has not, and will not, execute any other agreement with provisions contradictory to or in opposition to the provisions hereof, and that, in any event, this Agreement is controlling as to the rights and obligations between and among the owner, the City and their respective successors.

22. RIGHTS OF BENEFICIARIES UNDER DEEDS OF TRUSTS
Notwithstanding any other provision hereof, this Agreement shall not diminish or affect the rights of a First Lender under the First Lender's Deed of Trust or any subsequent First Lender deeds of trust hereafter recorded against the Residence and the provisions of this Agreement shall be subordinate to the lien of a First Lender Deed of Trust and shall not impair the rights of a First Lender, or such lender's assignee or successor-in-interest (including but not limited to the United States Department of Housing and Urban Development (HUD), Federal National Mortgage Association (FNMA), or the Veterans Administration, if applicable), to exercise its remedies under the First Lender Deed of Trust in the event of default under the First Lender Deed of Trust by the Owner. Such remedies under a First Lender Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this Agreement shall be forever terminated and shall have no further effect as to the Residence or any transferee thereafter; provided, however, if the holder of such First Lender Deed of Trust acquired title to the Residence pursuant to a deed or assignment in lieu of foreclosure this Agreement shall automatically terminate upon such acquisition of title, provided that (i) the City has been given written notice of default under such First Lender Deed of Trust, which requirement shall be satisfied by recordation of a notice of default under California Civil Code Section 2924, and (ii) the City shall not have cured the default under the First Lender Deed of Trust within ninety (90) days of such notice.

23. AMENDMENTS AND MODIFICATIONS
This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any party hereto, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or Resale Restriction Agreement Page 15 of 18
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EXHIBIT A
96 termination is sought.

24. SEVERABILITY
ATTACHMENT 4
If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant or condition and the validity or enforceability of the remaining terms, covenants or conditions shall not in any way be affected.

25. CONTROLLING LAW
The terms of this Agreement shall be interpreted under the laws of the State of California.

26. NOTICES
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 and shall be deemed to be effective as of the date received or the date delivery was refused as indicated on the return receipt as follows:

To the Owner:

To the City: City of Livermore
1052 S. Livermore Ave.

Livermore, CA 94550
Attn: City Manager

27. INTERPRETATION OF AGREEMENT
The terms of this Agreement shall be interpreted so as to avoid speculation on the Residence and to insure to the extent possible that its sales price and mortgage payment remain affordable to persons and families of low income.

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EXHIBIT A
97 28. EXHIBITS
ATTACHMENT 4
Any exhibits referred to in this Agreement are incorporated in this Agreement by such reference.

29. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

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EXHIBIT A
98 ATTACHMENT 4
IN WITNESS WHEREOF, the parties have executed this Agreement on or as of the date first written above.

CITY OF LIVERMORE:

By: _________ _
Marianna Marysheva, City Manager
Approved as to form:

Name:

Title: (Deputy/Assistant) City Attorney for
City of Livermore
Exhibits
A Residence Description
B City Note
OWNER:

CO-OWNER:

C Sample Owner Occupancy Certification Form
Resale Restriction Agreement
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EXHIBIT A
99 ATTACHMENT 4
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certification is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of Alameda }
}
On --�------- who before me, ______ Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.
_____________ (Seal)
Signature of Notary Public

EXHIBIT A
100

EXHIBIT 'A'
Legal Description
ATTACHMENT 4

EXHIBIT A
101

EXHIBIT 'B'
Promissory Note
ATTACHMENT 4

EXHIBIT A
102
NOTICE TO BORROWER:

THIS DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALES AND ASSUMPTIONS

PROMISSORY NOTE
Secured by a Deed of Trust
$
ATTACHMENT 4
Loan No.

Dated:

Livermore, California
FOR VALUE RECEIVED, the undersigned (the "Borrower") promises to pay to the order of the City of Livermore, a municipal corporation ( the "City") at 1052 South Livermore Ave., Livermore, California, or such other place as the City may designate in writing, the principal sum of $ plus any amounts due the City as Excess Sales Proceeds.

1. Definitions. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Resale Restriction Agreement, executed by the parties and of even date herewith.

2. Purpose of City Note. Borrower is purchasing the Residence pursuant to the City's Affordable Homeownership Program, which makes homes available at a price affordable to low or moderate income households. Pursuant to the City's Affordable Housing Ordinance, Livermore Development Code Section 10.06.050, the purchase price of the Residence is substantially below the market value to ensure the Residence will be affordable for purchase by low or moderate income households. Because the purchase price has been set below the market value, the Borrower is required and has agreed to execute a Resale Restriction Agreement that restricts the price of the Residence upon resale and requires the Borrower to pay any Excess Sales Proceeds to City upon resale . In addition, the Resale Restriction Agreement prohibits the renting or leasing of the Residence except with prior written approval of the City. 2021-111 JLH/KJT

EXHIBIT A
103
ATTACHMENT 4

3. Borrower's Obligation. This Note evidences the Borrower's obligation to pay the City the principal amount of Dollars ($ ) plus Excess Sales Proceeds for the repayment of the financial assistance provided to the Borrower by the City in connection with the purchase of the Residence as defined in Paragraph 4, below.

4. Security. This Note is secured by a Deed of Trust (the "Deed of Trust") dated the same date as this Note recorded against the property located at , Livermore, California (the "Residence").

5. Repayment. The total amount of the principal and any Excess Sales Proceeds owed under this Note shall immediately become due and payable (i) in the event of an uncured default by Borrower under this Note, the Deed of Trust, or the Resale Restriction Agreement between the City and Borrower, or (ii) on the date a Transfer is made to other than an Eligible Purchaser whether voluntarily, involuntarily, or by operation of law and whether by deed, contract of sale, gift, devise, bequest or otherwise There shall be no payments due on amounts owed under this Note so long as the Borrower owns the Residence and is not in violation of any provisions of this Note, the Resale Restriction Agreement, or the Deed of Trust. This Note is due and payable upon sale or transfer of title.

At the request of the Borrower, the City shall relieve Borrower of all obligations under this Note, provided that the Residence is sold to an Eligible Purchaser pursuant to the Resale Restriction Agreement, and the Eligible Purchaser executes a new resale restriction agreement, deed of trust, and a new promissory note pursuant to provisions of the Resale Restriction Agreement.

The City shall forgive the principal due under this Note at the time of a Transfer or repayment of this Note to the extent necessary to ensure that the Borrower's obligations to repay the principal due on this Note and on all promissory notes secured by deeds of trust superior to the Deed of Trust do not exceed the Fair Market Value of the Residence.

6. Assumption of Note is Restricted. Borrower acknowledges that this Note is given in connection with the purchase of the Residence as part of a program of the City to assist in the purchase of homes by low or moderate-income persons. Consequently, this Note is not automatically assumable, but is subject to Section 711.5 of the California Civil Code, which allows the City to accelerate all amounts due under this Note if any subsequent sale or transfer of the Residence of any kind does not comply with the provisions of the Resale Restriction Agreement executed between the Borrower and the City and dated the same date as this Note.

7. Prepayments. Borrower may prepay all or any amount of the principal balance due under this Note.
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EXHIBIT A
104
ATTACHMENT 4

8. Default and Acceleration. Upon the occurrence of an uncured default under this Note, the Resale Restriction Agreement or the Deed of Trust, the City shall have the right to declare the full amount of the principal along with any Excess Sales Proceeds under this Note immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon default shall not constitute a waiver of the City's right to declare a default and exercise all of its rights under this Note, the Deed of Trust, and the Resale Restriction Agreement. Nor shall acceptance by the City of any payment provided for herein constitute a waiver of the City's right to require prompt payment of any remaining principal and interest owed.

9. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

10. Waiver; Attorneys' Fees. Borrower and any endorsers or guarantors of this Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys fees. If an action is instituted on this Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action.

11. Severability. If any provIsIon of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

12. No Waiver by the City. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the City to take, or any delay by the City in taking, action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure; and a waiver of any term of the Note must be made in writing and shall be limited to the express written terms of such waiver.

13. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns.

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California.
2021-111 JLH/KJT

EXHIBIT A
105
ATTACHMENT 4

15. Non-recourse; Assignment by City. This Note constitutes a portion of the unpaid balance of the purchase price of the Residence. Borrower shall have no personal liability for any deficiency on this Note and the only remedy available to the City or any holder in due course shall be foreclosure pursuant to law as provided in the Deed of Trust.

The City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by the City all payments shall be made to the assignee.

DATE: BORROWER:

DATE: CO-BORROWER:
2021-111 JLH/KJT

EXHIBIT A
106
•

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
City of Livermore
1052 S. Livermore Avenue
Livermore, Ca. 94550-4899
Complimentary Recording Request Pursuant
To Government Code Section 27383
Loan No.:

A.P.N.:

ATTACHMENT 4
Space Above This Line for Recorder·s Use Only
File No.:

DEED OF TRUST AND ASSIGNMENT OF RENTS
(Short Form)
THIS DEED OF TRUST, made this between
TRUSTOR: whose address is
TRUSTEE:
and BENEFI CIARY: City of Livermore, a Municipal Corporation Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of Livermor e, Alameda County, State of California, described as:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
The lien of this Deed of Trust is inferior and subordinate to the lien of that certain Trust Deed executed by Trustors named above for the benefit of dated securing an original amount of $ , which is recorded concurrently herewith.

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

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

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

Page 1 of 4 ends

2021-1 11 JLH/KJT

EXHIBIT A
107
ATTACHMENT 4
A.P.N. Deed of Trust File No.:
and Assignment of Rents (Short Form) - continued
County Book Page County Book Page County Book Page County Book Page County Book Page Alameda 435 684 Imperial 1091 501 Merced 1547 538 San Benito 271 383 Siskiyou 468 181 Alpine 1 250 Inyo 147 598 Modoc 184 851 San Bernadina 5567 61 Solano 1105 182 Amador 104 348 Kern 3427 60 Mono 52 429 San Francisco A332 905 Sonoma 1851 689 Butte 1145 1 Kings 792 833 Monterey 2194 538 San Joaquin 2470 311 Stanislaus 1715 456 Calaveras 145 152 Lake 362 39 Napa 639 86 San Luis Obispo 1151 12 Sutter 572 297 Colusa 296 617 Lassen 171 471 Nevada 305 320 San Mateo 4078 420 Tehama 401 289 Contra Costa 3978 47 Los Angeles T2055 899 Orange 5889 611 Santa Barbara 1878 860 Trinity 93 366 Del Norte 78 414 Madera 810 170 Placer 895 301 Santa Clara 5336 01 Tulare 2294 275 El Dorado 568 456 Marin 1508 339 Plumas 151 5 Santa Cruz 1431 494 Tuolumne 135 47 Fresno 4626 572 Mariposa 77 292 Riverside 3005 523 Shasta 684 528 Venutra 2062 386 Glenn 422 184 Mendocino 579 530 Sacramento 4331 62 Sierra 29 335 Yolo 653 245 Humboldt 657 527 San Diego Series 2 Book 1961, Page 183887 Yuba 334 486 which provisions, identical in all counties, are printed below) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this Deed of Trust.

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

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

NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED .
•
Signature of Trustor(s)
Dated:

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

ST A TE OF California }
COUNTY OF Alameda
}ss.
}
On _______ _, before me, , Notary Public, personally appeared __ , who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.

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

WITNESS my hand and official seal.
______________ (Seal)
Signature ofNotaiy Public

Page 2 ends

EXHIBIT A
108
ATTACHMENT 4 Deed of Trust
and Assignment of Rents (Short Form) - continued

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

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or pennit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire Insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency, all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
(5) To pay Immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the rate called for in the note secured hereby, or at the amount allowed by law at date of expenditure, whichever is greater, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in this same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee is such reconveyance may be described as "the person or persons legally entitled thereto.· Five years after issuance of such full reconveyance, Trustee may destroy said Note and this Deed of Trust (unless directed in such request to retain them.)
{l 0) That as additional security, Trustor here6y gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in perfonnance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, Issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act pursuant to such notice.
(11) That upon default by Truster in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said Note(s) and all documents evidencing expenditures secured hereby.

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

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the persons or persons legally entitled thereto .. - (12) Beneficiary, or any successor in ownership of any Indebtedness secured hereby may, from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its titJe, estate, rights, powers and duties, must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust Is recorded and the name and address of the new Trustee. (13) That this Deed of Trust applies to, insures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, Including pledgees, of the Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so required, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Truster, Beneficiary or Trustee shall be party unless brought by Trustee.

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2021-111 JLH/KJT

EXHIBIT A
109
Deed of Trust
ATTACHMENT 4 and Assignment of Rents (Short Form) - continued --------DO NOT RECORD--------------------------------------------------------

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

To: ,a Corporation, Trustee Dated:

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

Mail Reconve yance to:

Short Form

DEED OF TRUST

WITH POWER OF SALE

INDMDUAL
By -----------------------
By __________________ _
Do not lose or destroy this Deed of Trust OR THE NOTE which it secures.

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

Page 4 of 4 ends

2021-111 JLH/KJT

EXHIBIT A
110

EXHIBIT 'C'
Annual Compliance Report
Certificate of Owner Occupancy
Due by May 1 st Annually
Address: Livermore CA --------�---
ATTACHMENT 4
I/We hereby certify that I/we have continuously occupied the unit located at the above named address as our Primary Residence as defined according to the City's loan documents. I/We understand that failure to occupy the unit as our Primary Residence shall be cause for default under the City's loan agreements.

Signature(s): Date:

D Copy of the most current (April) PG&E statement/bill included (first page only).

Changes to phone or email contact? Please update here:

For concerns about providing this information, changes in property owner status or other questions, please contact the City's Housing and Human Services Division at (925)960- 4580.

Mail or deliver completed form and documents to:

City of Livermore
Housing and Human Services Division
1052 S. Livermore Avenue
Livermore, CA 94550
2021-111 JLH/KJT

EXHIBIT A
111

CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Scott Lanphier, Public Works Director
SUBJECT:

Resolution authorizing the execution of an agreement with Western Roofing to replace the Green House #3 roof at the Water Resources Plant (WRP) in an amount not-to- exceed $359,724 and authorizing an appropriation of $359,724 from the Water Resources Replacement Fund (239) to fund the roof replacement.

RECOMMENDED ACTION

SUMMARY
In March 2023, the Green House Building #3 located at the Livermore Water Reclamation Plant (WRP) sustained significant wind damage during a heavy storm. Additional damage was incurred due to a second windstorm in April 2023. Large sections of the roof were blown off. Based on the extent of the damage significant repair work is necessary. Staff recommends the execution of an agreement with Western Roofing to complete these repairs and an appropriation of $359,724 from the Water Resources Replacement Fund (239) to fund the roof replacement.

DISCUSSION
There are three Green House buildings located at the WRP facility that were damaged during a heavy storm. Buildings #1 and #2 sustained minor damage that has already been repaired. Building #3 sustained the most extensive damage. Staff obtained quotes to compare the cost of replacing damaged and missing roofing components with a full roof replacement.

The Green House buildings were constructed in 1991, and their roofs have reached the end of their projected useful lives. The cost of replacing the missing and damaged roof panels in-kind with fiberglass panels is approximately the same as the cost of replacing the entire roof with galvalume panels. To ensure the roof support structure can handle the additional weight of the metal panels, staff had a 112
consultant perform an engineering evaluation of the building structure which confirmed that it can support the added weight.

The City has a current agreement with Western Roofing to carry out preventive and maintenance roof repairs as needed. The roof replacement falls outside of the scope of the existing agreement. Western Roofing was selected pursuant to a cooperative contracting arrangement facilitated by the Region XIV Education Service Center with Tecta America Corporation, the parent company of Western Roofing. This cooperative arrangement complies with the provisions of LMC 2.68.370 and §390.

FISCAL AND ADMINISTRATIVE IMPACTS

The cost to replace the Green House Building #3 roof will not exceed $359,724. An insurance claim was submitted from which a reimbursement in the amount of $109,724 is expected. An appropriation from the Water Resources Replacement Fund (239) in the amount of $359,724 to account 2391-45040 is necessary to fund this action. Staff do not anticipate additional fiscal or administrative impacts from the approval of this action.

COMMUNITY PILLAR
5: A City that Works

GOAL
14: Develop, operate and maintain the City's infrastructure

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Laura Mayate-DeAndreis
Management Analyst II

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH WESTERN ROOFING TO REPLACE THE GREEN HOUSE #3 ROOF AT THE WATER RESOURCES PLANT IN AN AMOUNT NOT-TO-EXCEED $359,724 The City of Livermore Water Reclamation Plant Green House Building #3 sustained significant roof damage during windstorms earlier this year requiring significant repairs. City of Livermore staff have determined that it is more economical and beneficial to replace the entire roof with new galvalume panels.

In compliance with 2.68.370 and §390 of the Livermore Municipal Code, Western Roofing was selected via a cooperative purchasing arrangement to provide roof replacement services.

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

1. Authorizes the City Manager to execute a general services agreement with Western Roofing, attached hereto as Exhibit A, for the term of September 25, 2023, through December 31, 2023, in an amount not-to-exceed $359,724.

2. Authorizes an appropriation in the amount of $359,724 from the Water Resources Replacement Fund (239) to account 2391-45040 to fund the roof replacement.

On motion of _____________, seconded by___________, the foregoing resolution was passed and adopted on September 25, 2023, 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 – Western Roofing. Agreement for Services
114
Agreement for Services Page 1
Rev. 09.2021

AGREEMENT FOR SERVICES
T
HIS AGREEMENT is made and entered into this day of , 2023, by and between the City of Livermore (“City”), a municipal corporation, and Western Roofing (“Contractor”), a California corporation.

RE
CITALS
C
ity requires services to replace the roof of Green House Building #3 located at the Livermore Water Reclamation Plant.

C
ontractor 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.

REEMENT
NO
W, 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 office rs 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 supply materials and install a new roof as more particularly set forth in Exhibit "A" (collectiv ely “ the Services”).

4. Contractor’s Responsibilities. Contractor shall:
(
a) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;
(b) P
rovide 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;
DocuSign Envelope ID: DD12D006-7E12-439D-9AA2-2F5CCAFDAB17

EXHIBIT A
115
Agreement for Services Page 2
Rev. 09.2021

(e) Comply with all laws in effect that are related to Contractor and the Services;

(f) Coordinate the Services with Kevin Kolte, Water Resources Maintenance Supervisor (“Project Manager”), or such other person designated as the Project Manager by City;

(g) Be available to the Project Manager, and other parties referred to 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.

(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 S ervices.

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.

DocuSign Envelope ID: DD12D006-7E12-439D-9AA2-2F5CCAFDAB17

EXHIBIT A
116
Agreement for Services Page 3
Rev. 09.2021

5. Compensation and Payment.
(a) The t
otal compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum o f $ 359,724.00 ( "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) Cit
y 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 September 25, 2023, and terminates upon the completi on of the Services or December 31, 2023, 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 wher
e necessary to preserve the benefit of the work, and assemble the work on the Services for de livery 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.

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, exc ept 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 Se rvices. This obligation shall survive terminati
on and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

DocuSign Envelope ID: DD12D006-7E12-439D-9AA2-2F5CCAFDAB17

EXHIBIT A
117
Agreement for Services Page 4
Rev. 09.2021

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. Consult ant must respond within 30 days to the tender of any claim for defense and indemnity by the City.
(a) M
odification 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) M
odification 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 pay ment 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 DocuSign Envelope ID: DD12D006-7E12-439D-9AA2-2F5CCAFDAB17

EXHIBIT A
118
Agreement for Services Page 5
Rev. 09.2021
during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, 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 S ervices 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 fifty - percent 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 . T he 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 . T his 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 archi val 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:

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119
Agreement for Services Page 6
Rev. 09.2021
TO CITY: Attention: Water Resources Operations Manager
City of Livermore
101 W. Jack London Blvd.

Livermore, California 94551
TO CO
NTRACTOR: Attention: Duane Motogawa
Western Roofing Service
15002 Wicks Blvd.

San Leandro, CA 94577

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.
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gnatures and Attachment List on the Next Page
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120
Agr
eement for Services Page 7
Rev. 09.2021
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.

CONT
RACTOR: Dated:
______
______________________ ___________________________
By: Kris Makie
Title: Chief Operating Officer
CITY
OF LIVERMORE: Dated:
______
______________________ ____________________________
Marianna Marysheva
City Manager
APPRO
VED AS TO FORM:
______
_____________________
Assistant/City Attorney
APPRO
VED AS TO INSURANCE:
______
_________________
Risk Manager/Analyst
Atta
chments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
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EXHIBIT A
121

EXHIBIT A

SCOPE OF WORK

Contractor shall provide all necessary labor, materials, equipment, and supplies to perform the Greenhouse Building 3 Roof Replacement located at the Livermore Water Reclamation Plant:

1. Demo, remove, and dispose of existing fiberglass corrugated roof panels.

2. R emove and replace in kind approximately 25 linear feet 4"x8" and 75 linear feet 6"x8" damaged pressure treated wood purlins with new pressure treated wood purlins utilizing Simpson Strong-Ties Heavy Tie Plates, Gusset Angles and Hangers.

3. Installation of 2"x8" pressure treated wood facia, side rafters and 4"x4" blocking to entire perimeter.

4. Installation of 12,560 square feet of new 20-gauge galvalume corrugated roof panels.

5. Installation of approximately 4,800 linear feet of 1" Butyl Tape to all connecting panel joints.

6. Installation of approximately 390 linear feet of 6.5"x9" Perimeter Edge Metal.

7. Installation of approximately 95 linear feet of 6"x6" Roof to Wall Metal Flashing.

TERMS

1. All employees of the Contractor shall wear uniforms or badges clearly identifying them as employees of the Contractor all times while completing work.

2. Contractor shall follow all applicable safety rules and regulations.

3. Contractor shall allow City staff to be present during and monitor all aspects of the work.

4. City reserves the right to halt work at any time for noncompliance with this agreement, or unsafe work conditions or practices.

5. Contractor shall keep worksites reasonably clear of debris and protect the safety of the public and City employees at all times. Contractor shall promptly remove all materials and spoils from each job site upon completion of the work.

6. Contractor shall properly dispose of all debris or spoils generated by the work of Contractor.

7. Contractor shall provide any necessary traffic control measures to ensure the safety of the public.

8. Contractor shall properly classify the materials collected and complete any necessary hazardous material manifest or related paperwork.

COMPENSATION

1. CITY shall compensate CONTACTOR according to the following pricing:

• 20 Guage Galvalume Corrugated Roof: $359,724

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122

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:
$5,000,000 per occurrence/$10,000,000 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:
$2 ,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability.”

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated 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.

Revised 9/21/2015 B4 – 5M

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123

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550

Revised 9/21/2015 B4 – 5M

Page 2 ends

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124

CITY COUNCIL STAFF REPORT
ITEM NO. 5.5

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Scott Lanphier, Public Works Director
SUBJECT:

Resolution authorizing execution of a three-year agreement with SNF Polydyne, Inc. for the supply of polymer chemicals used for the dewatering process at the Livermore Water Reclamation Plant (LWRP) in an amount not-to-exceed $1,111,000.

RECOMMENDED ACTION

SUMMARY
On June 19, 2023, the Water Resources Division of the Public Works Department opened a Request for Bid for the supply and delivery of liquid cationic polymer for use in the dewatering of biosolids. Bidding closed on July 17, 2023. SNF Polydyne, Inc. was the sole responsive bidder at $1.72 per wet pound.

DISCUSSION
As part of the solids treatment process, the Livermore Water Reclamation Plant (WRP) uses a cationic polymer to dewater the biosolids prior to disposal. This helps reduce the total weight of the biosolids thereby lowering the cost of transporting to farms or landfills. Last year, the WRP used 233,000 pounds of polymer for the dewatering process. Pricing for FY 2022-23 was $1.58 per wet pound. The proposed pricing for a new agreement is a nine (9) percent increase and is anticipated to continue to increase in subsequent years by no greater than the Consumer Price Index.

The proposed agreement has a term of three years commencing October 1, 2023, and expiring September 30,2026.

FISCAL AND ADMINISTRATIVE IMPACTS

This three-year agreement has a not-to-exceed total cost of $1,111,000. Funding for the first two years is included in the adopted budget for FY 2023-25 in the Sewer Enterprise Fund (230). Staff does not 125
anticipate any new administrative impacts from the execution of this agreement.

COMMUNITY PILLAR

1. A Safe Community That Thrives

GOAL

11. Operate and maintain a municipal water system that provides safe, efficient delivery of potable and recycled water, collects wastewater, and complies with all federal, state, and local regulations

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Laura Mayate-DeAndreis
Management Analyst II

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SNF POLYDYNE INC. FOR THE SUPPLY OF LIQUID POLYMER FOR BIOSOLIDS DEWATERING IN AN AMOUNT NOT-TO-EXCEED $1,111,000
The Water Reclamation Plant requires the use of liquid polymer in order to dewater digested sludge prior to transport to a landfill. This helps reduce the weight and cost of disposal.

On July 17, 2019, after a public bidding process, SNF Polydyne Inc. was the only vendor to submit a bid for the supply of liquid polymer. The proposed product meets the requirements of the Water Reclamation Plant.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that the City Manager is hereby authorized to execute an agreement with SNF Polydyne Inc., attached hereto as Exhibit A, in an amount not-to-exceed $1,111,000, for the supply of liquid polymer for biosolids dewatering.

On motion of Council Member _______________________, seconded by Council Member __________________________, the foregoing resolution was passed and adopted on September 25, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara Mazzanrti
Marie Weber Tara Mazzanti
Deputy City Manager/City Clerk Assistant City Attorney
Exhibit A – Agreement with SNF Polydyne
127
AG

REEMENT FOR SERVICES
THI
S AGREEMENT is made and entered into this day of , 2023, by and between the City of Livermore (“City”), a municipal corporation, and SNF Polydyne, Inc. (“Contractor”), a Delaware corporation.

RECIT
ALS
Cit
y requires services to supply and deliver dewatering polymer to the Livermore Water Reclamation Plant.

Contr
actor 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.

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

2. Relationship of Parties – Independent Contractors . The relationship of the parties shall be that of independent contractors. Contractor and its employees are not City office rs or employees. Contractor is responsible for the supervision and management of its employees, including any workers compensation i nsurance, 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 supply and deliver dewatering polymer to the Livermore Water Reclamation Plant as more particularly set forth in Exhibit "A" (collectively “the Services”).

4. Contractor’s Responsibilities. Contractor shall:
(a) Diligen
tly perform the Services in a manner commensurate with industry, professional, and community standards;
(b) Prov
ide the resources necessary to complete the Services in a timely manner;
(c) Obtai
n a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
(d) Obt
ain 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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EXHIBIT A
128
(e) Comp
ly with all laws in effect that are related to Contractor and the Services; (f) Coor
dinate the Services with Jimme Truesdell, Water Resources Operations Manager (“Project Manager”), or such other person designated as the Project Manager by City;
(g) Be avai
lable 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 i nvoices 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) Contr
actor shall correct, at its own expense, all errors in the S ervices.

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 appl
icable, 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 d one to accomplish the purposes of this Agreement; and,
(m) Cont
ractor’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.

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EXHIBIT A
129

5. Compensation and Payment.
(a) The tot
al compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $ 1,111,000 ("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 October 1, 2023, and terminates upon the completion of the Services or September 30, 2026, 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 S ervices 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 disc losed by Contractor to City and Contractor obtains a license to such items fo r 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 S ervices. 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
130

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. Consult ant must respond within 30 days to the tender of any claim for defense and indemnity by the City.
(a) Modif
ication 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) Modif
ication 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).

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 pay ment will release City from any and all claims and liabilities for compensation under this Agreement.

EXHIBIT A
131
dur
ing the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, 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.

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

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EXHIBIT A
132
TO
CITY: Attention: Water Resources Operations Manager
City of Livermore
101 W. Jack London Blvd.

Livermore, California 94551

TO CONTRA
CTOR: Attention: Boyd Stanley
Polydyne Inc.

One Chemical Plant Road
Riceboro, GA 31323

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

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.
****************************************************
************************************************
Signat
ures and Attachment List on the Next Page
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EXHIBIT A
133
I
n 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.

Dated
:
_________
__________________
Dated
:
_________
___________________
CONTRACTOR:
____________________________
By: Boyd Stanley
Title: Vice President
CITY OF LIVERMORE:
___________________________
M
arianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exh
ibit A – Scope of Work
Exhibit B – Insurance Requirements
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EXHIBIT A
134

EXHIBIT A

SCOPE OF WORK
SCOP
E
CONTRACTOR shall provide all necessary labor. Equipment, vehicles, supplies, and materials to provide the following service:

1. Supply and deliver CLARIFLOC WE-1196 or CLARIFLOC WE-2614 dewatering polymer to the Livermore Water Reclamation Plant (WRP) located at 101 Jack London Boulevard in Livermore, California.

TERMS AND CONDITIONS

1. CONTRACTOR shall deliver polymer to the WRP within 14 days of order.

2. CONTRACTOR shall provide email confirmation to CITY whenever an order has been received.

3. CONTRACTOR or representative must notify CITY staff upon reaching the WRP so that the CITY staff may verify the product being delivered.

4. CONTRACTOR or representative shall connect the delivery truck to the WRP tank and safely discharge polymer into the WRP tank.

5. CONTRACTOR or representative shall clean any spillage of polymer generated during the filling process.

6. CONTRACTOR or representative shall provide a weight tag to CITY for each delivery.

COMPENSATION

1. City shall compensate CONTRACTOR at the rate of $1.72 per wet pound.

2. Each year on July 1, beginning in 2024, unit prices will be adjusted by the percentage listed in the Consumer Price Index for All Urban Consumers for the San Francisco- Oakland-Hayward region (CPI-U) using the 12-month change in April. This adjustment will be documented each year through a signed letter from the City to the Contractor.

3. In no event shall a price increase result in more than a 10% increase from the prior annual not-to-exceed price and/or the prior annual unit price.

4. In the event that CONTRACTOR offers polymer to another governmental entity within a 100 mile radius of CITY as a lower price than set forth in this Agreement, CONTRACTOR shall notify the CITY within 30 days of the lower price and provide polymer to the CITY at the same lower price.

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EXHIBIT A
135

EXHIBIT B
INSUR

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

2. Automobile Liability:
$2,000,000 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 $2,000,000 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/Errors and Omissions:
$1,000,000 per occurrence.

5. Pollution Liability:
$2,000,000 per occurrence.

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated 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 DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3

EXHIBIT A
136
limitations on the scope of protection afforded 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.

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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137

CITY COUNCIL STAFF REPORT
ITEM NO. 5.6

DATE:

September 25, 2023
TO:

Honorable Mayor and City Council
FROM:

Brandon Cardwell, Innovation and Economic Development Director SUBJECT:

Resolution authorizing execution of a two-year grant agreement with i-GATE Development Corporation for entrepreneurial support and development activities for Fiscal Years 2023-24 and 2024-25 in the amount of $300,000 per year.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution authorizing execution of a grant agreement with i- GATE Development Corporation for entrepreneurial support and development activities for Fiscal Years 2023-24 and 2024-25 in the amount of $300,000 per year.

SUMMARY
Since i-GATE’s founding in 2010, the City of Livermore has provided financial and staff support for the organization’s activities, which have included operation of a startup incubator, entrepreneur training programs, regional branding campaigns, workforce development activities, and networking events. From 2014 to October of 2022, i-GATE was managed by City staff member Brandon Cardwell, who served as executive director of the non-profit organization. An independent executive director, Yolanda Fintschenko, PhD., was appointed by the i-GATE board of directors in October 2022 to lead i-GATE through a period of new growth, including the reopening of the Daybreak Labs startup incubator which was severely affected by the Covid-19 pandemic.

While i-GATE no longer requires City staff to serve in a leadership capacity for the organization, City funding is still needed to support i-GATE's entrepreneur development activities, specifically the operation of the Daybreak Labs startup incubator. The attached two-year grant agreement (Exhibit A to the Resolution) will provide financial support and certainty for i-GATE as it reestablishes Daybreak Labs and continues offering training, networking, and branding initiatives that support the growth of the local innovation economy.

DISCUSSION
In 2009, the State office known at the time as the Governor’s Office of Economic Development (GO-ED) issued a call for proposals to establish a network of innovation hubs, or “iHubs,” throughout California. 138
The City of Livermore, Lawrence Livermore National Laboratory, and Sandia National Laboratories-CA collaborated to submit a proposal that included dozens of additional partners spanning government, industry, and academia. The proposal was titled “Innovation for Green Advanced Transportation Excellence” (i-GATE), focused commercialization of advanced energy and transportation technologies from Livermore’s two national labs, leading to high-quality job creation and investment in the local innovation economy.

The proposal was accepted by GO-ED, and i-GATE was named one of the first six iHubs under the new state program. Shortly after the designation was received, it became clear that the State did not intend to provide any financial support for the iHub program. i-GATE's local partners, including the City of Livermore, agreed to provide the necessary financial support to advance the initiative's programs, particularly the establishment of an independent non-profit startup incubator, which opened in June of 2011.

Since that time, the City has provided ongoing financial support for i-GATE's incubation and programming activities supporting over 30 startup companies throughout the organization's history.

These activities have resulted in the creation of hundreds of jobs across the region and investment of over $150 million in venture capital in local startups supported by i-GATE's incubator, Daybreak Labs.

Additionally, i-GATE conducts entrepreneurial training, regional branding, and professional networking activities under the banner Startup Tri-Valley. These activities include the annual Tri-Valley Life Sciences Summit, the NextTech Speaker Series, The Unseen Opportunity in Women's Health, and 10 educational events for startups in 2023 alone. i-GATE also hosts the Startup Tri-Valley podcast, highlighting local entrepreneurs and investors, which is recorded at a podcast studio in Livermore.

From 2014 to October of 2022, City staff member Brandon Cardwell served as executive director of i- GATE in addition to his role with the City. In October of 2022, Yolanda Fintschenko, PhD., was hired as i- GATE's first independent executive director since 2013. Dr. Fintschenko's primary task was to operationalize the new Daybreak Labs facility at 7683 Southfront Rd., which is focused on serving life sciences and "deep tech" startups, including those working on commercializing technologies focused on climate, energy, agriculture, materials, and other scientific disciplines. While i-GATE no longer requires City staff to serve in a leadership capacity for the organization, City funding is still needed to support i- GATE's entrepreneur development activities. The attached two-year grant agreement will provide financial support and certainty for i-GATE as it reestablishes Daybreak Labs and continues offering training, networking, and branding initiatives that support the growth of the local innovation economy.

FISCAL AND ADMINISTRATIVE IMPACTS

The $300,000 per fiscal year has already been budgeted in the City's General Fund (Fund 001) for FY 2023-24 and FY 2024-25.

COMMUNITY PILLAR

2. Economy That Prospers

GOAL

3. Encourage an innovation driven economy

ATTACHMENTS

139

1. Resolution

2. Exhibit A - Grant Agreement with i-GATE Development Corporation

Prepared by: Theresa De La Vega
Management Analyst

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A GRANT AGREEMENT WITH
i-GATE DEVELOPMENT CORPORATION FOR FISCAL YEARS 2023-2024 AND 2024-2025, IN THE AMOUNT OF $300,000 FOR EACH FISCAL YEAR In 2009, the State office, then known as the Governor’s Office of Economic Development (GO-ED), issued a call for proposals to establish a network of innovation hubs, or “iHubs,” throughout California. The City of Livermore, Lawrence Livermore National Laboratory, and Sandia National Laboratories-CA collaborated to submit a proposal that included dozens of additional partners spanning government, industry, and academia. The proposal was titled “Innovation for Green Advanced Transportation Excellence” (i-GATE) and was focused on commercialization of advanced energy and transportation technologies from Livermore’s two national labs, with a goal of high- quality job creation and investment in the local innovation economy.

The proposal was accepted by GO-ED, and i-GATE was named one of the first six iHubs under the new state program. Shortly after the designation was received, it became clear that the State did not intend to provide any financial support for the iHub program. i-GATE's local partners, including the City of Livermore (“City”), agreed to provide the necessary financial support to advance the initiatives programs, particularly the establishment of an independent non-profit startup incubator called Daybreak Labs, which opened in June of 2011.

Since that time, the City has provided ongoing financial support for i-GATE's incubation and programming activities, supporting over 30 startup companies throughout the organization’s history. These activities have resulted in the creation of hundreds of jobs across the region and investment of over $150 million in venture capital in local startups supported by Daybreak Labs. Additionally, i-GATE conducts entrepreneurial training, regional branding, and networking building activities under the banner Startup Tri-Valley.

The two-year grant agreement between i-GATE and the City will formalize roles, responsibilities, and deliverables provided by i-GATE to the City in exchange for a $300,000 per year two-year grant to i-GATE Development Corporation for Grant Activities to be completed in Fiscal Year 2023-24 and Fiscal Year 2024-25.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager, or her designee, to execute the Agreement with i-GATE Development Corporation, attached to this resolution as Exhibit A, in the amount of $300,000 for each fiscal year.

On motion of Council Member _____________, seconded by Council Member_______________________, the foregoing resolution was passed and adopted on September 25, 2023, by the following vote:
141
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Marie Weber Katherine Mirassou
Deputy City Manager/City Clerk Deputy City Attorney
Exhibit A – i-Gate Agreement
142
i-GATE Grant Agreement Page 1

AGREEMENT BETWEEN CITY OF LIVERMORE
AND

INNOVATION FOR GREEN ADVANCED TRANSPORTATION EXCELLENCE

DEVELOPMENT CORPORATION (I-GATE DEVELOPMENT CORPORATION) FY 2023-2024 AND FY 2024-2025
T
HIS AGREEMENT is entered into this ______ day of ____________, 2023 between the City of Livermore, a municipal corporation ("City") and Innovation for Green Advanced Transportation Excellence Development Corporation (i -GATE Development Corporation), a California nonprofit corporation ("Grantee ").

RE
CITALS
A. T
he City and Grantee desire to encourage an innovation- driven economy by building a vibrant and diverse network of entrepreneurs and providing them with resources they need to succeed in Livermore and the Tri-Valley region.

B. G
rantee is a non-profit corporation dedicated to building a thriving startup community in Livermore and the Tri-Valley region.

C. T
he City has partnered with Grantee since 2010 to implement the City’s economic development plans to increase entrepreneurship and startups.

D. T
he City has determined that the goals and activities of the Grantee are consistent with the Innovation and Economic Development goals of the City and therefore should be supported through the proposed grant of $300,000 per year for Fiscal Year 2023-24 and Fiscal Year 2024-25, which will enhance and support the City’s innovation and economic development efforts.

REEMENT
NO
W, THEREFORE, City and Grantee hereby agree that the above recitals are true and correct and further agree as follows:

I. SC

OPE OF WORK
A. Gr
ant Activities
G
rantee provides entrepreneurial support and development services, including operating a startup incubation space for early-stage companies, branding initiatives to raise the profile of the Tri -Valley as an innovation hub, and entrepreneur training and networking events, as more particularly set forth in Exhibit “A” (“Grant Activities”).

B. G
rant Amount
T
he City will provide, and Grantee will use, funds in the amount of $ 300,000 per fiscal year (the “Funds”) to perform the activities consistent with the terms and DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D

EXHIBIT A
143
i-GATE Grant Agreement Page 2
conditions of this Grant Agreement. The City has not committed any funds to Grantee beyond Fiscal Year 2024-2025.

II. TIME OF PERFORMANCE

Grantee shall complete its Grant Activities during the fiscal year period beginning July 1, 2023 and terminating June 30, 2025.

III. PAYMENT

T he City shall provide to Grantee the Grant Funds for fiscal year 2023-2024 in the amount of $300,000 within 30 days of the date on which this Agreement is executed by both the City and Grantee. City will provide Grant Funds in the amount of $300,000 for fiscal year 2024-2025 within 30 days of the start of the fiscal year on July 1, 2024.

IV. NOTICES

N otices 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: Attn: Brandon Cardwell, Innovation and Econ. Dev. Director City of Livermore
1052 S. Livermore Avenue
Livermore, California 94550

To Grantee: Attn: Yolanda Fintschenko, Executive Director i-GATE Innovation Hub
7683 Southfront Road, Suite 230
Livermore, CA 94551

V. ADMINISTRATIVE REQUIREMENTS

A. Documentation, Recordkeeping, Reporting and Monitoring

1. Documentation: Grantee shall document and maintain the following records including, but not limited to:

a. Records providing a full description of the Grant Activities and the date(s) on which each of the Grant Activities
occurred; and

b. Records demonstrating that each of the Grant Activities undertaken meets one of the objectives of this
agreement.

DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D

EXHIBIT A
144
i-GATE Grant Agreement Page 3

2. Retention Period: Grantee shall retain all records pertinent to expenditures incurred in the performance of the Grant Activities under this Agreement for a period of two (2) years after the termination of all services funded under this Agreement.

3. Annual Reporting: Grantee shall provide:

b. Annual Report – an Annual Report will be provided at the end of each of the two fiscal years. The first report shall be submitted no later than July 5 , 202 4, and the final report shall be submitted no later than July 5, 2025. The Annual Report shall summarize the activities completed and
describe the accomplishments of the i -GATE Development Corporation during the preceding program year.

b. Miscellaneous Reporting – Grantee shall notify the City in writing of any changes in organizational bylaws, personnel, and/or Board of Directors.

4. Monitoring: The City will generally monitor the Grantee’s performance during the year. Monitoring may include a formal semi -annual review of the services/accomplishments and of the financial records of the Grantee.

VI. GENERAL CONDITIONS

A. Relationship of Parties – Independent Contractors

The relationship of the parties shall be that of independent contractors. Grantee and its employees are not City officers or employees. Grantee is responsible for the supervision and mana gement of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the completion of Grant Activities contemplated by this Agreement.

B. Hold Harmless and Indemnity

Grantee shall defend, indemnify and hold City , its elected officials, officers, directors, employees, agents, and designated volunteers harmless from and against any and all loss, liability, damage, including but not limited to reasonable attorney, consultant and expert fees and court costs arising out of or in connection with this Agreement, except for the gross negligence and willful misconduct of City , its elected officials, officers, directors, employees, agents, and designated volunteers.

C. Amendments

City or Grantee may amend this Agreement at any time provided that such amendments ma ke specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of Grantee , and approved by the City. Such DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D

EXHIBIT A
145
i-GATE Grant Agreement Page 4
amendments shall not invalidate this Agreement, nor relieve or release Grantee or City from its obligations under this Agreement.

D. Li
censes and Permits
Gr
antee shall be responsible for obtaining all required City permits, licenses, etc., and for complying with all City Codes and Ordinances, as needed.

E. I
nsurance
Gr
antee, at its own cost and expense, shall carry and maintain insurance as specified in Exhibit B . A current copy of insurance shall be filed with the City a nd approved by its Risk Manager every year, upon renewal.

F. Suspension, Termination, Return of Funds

1. T
ermination for Cause: City may suspend or terminate this Agreement if Grantee materially fails to comply with any term or condition of this Agreement, including but not limited to, the following:
a. F
ailure, for any reason, of Grantee to fulfill in a timely and proper manner its obligation under this Agreement; or
b. I
neffective or improper use of the Funds provided under this Agreement.

W
ritten notice of termination must be provided at least ten (10) calendar days before the effective date of such termination.

2. Effect of Termination : In the event of termination, all of the Funds shall be returned to the City’s General Fund.
*
**Signatures on Next Page***
DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D

EXHIBIT A
146
i-GATE Grant Agreement Page 5
IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first written above.
i-GAT
E Development Corporation
A Nonprofit Corporation
“Grantee”
DA
TED: _______________ BY:___________________________
Yolanda Fintschenko
Executive Director
CIT

Y OF LIVERMORE
A Municipal Corporation
“City”
DA
TED: _______________ BY: __________________________
Marianna Marysheva
City Manager
APPROVED AS TO FORM:
________________________________
Katherine Mirassou
Deputy City Attorney
Exhibits:

Ex
hibit A – Grant Activities
Exhibit B – Insurance Requirements
DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D 9/11/2023 | 10:08 AM PDT

EXHIBIT A
147
i-GATE Development Corporation Grant Agreement
Exhibit A – Grant Activities
i
-GATE Development Corporation (i-GATE) is a non-profit development corporation organized under the General Nonprofit Corporation Laws of the State of California. It is dedicated to making the Tri-Valley the best place to start and grow a company, and to overseeing the initiatives and the disbursement of funds received to support high quality job creation and investment in the local innovation economy.

T
he Corporation was formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan.

It is also subject to the Brown Act. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. i
-GATE is an autonomous body from the City of Livermore. It has a separate and distinct personality from the City of Livermore. It is independent of the City, and it shall administer and control all personnel and technical operations at its headquarters, including the Daybreak Labs Incubation Facilities independently. It shall also fulfill its corporate and nonprofit responsibilities, as well as the following grant activities under this Agreement:
• Daybreak Labs Incubation Facilities Management
o I-GATE shall manage the incubator operations for shared lab and office space in compliance with all local, state, and federal regulatory standards.
• Programs and Events
o Events
 i-GATE shall host and organize Member events that facilitate entrepreneur education and networking
 i-GATE shall host and organize events to connect Daybreak Labs to the regional startup ecosystem.
o Founder Programs
 i-GATE shall connect founders to resources to help them succeed as startup leaders, including mentors and investors. • Promotions
o i-GATE shall own and maintain communication channels to promote branding initiatives that raise the profile of the Tri-Valley as an innovation hub, including:
 Social media
 Press releases
 Advertising
 Interviews with press
DocuSign Envelope ID: D86BB1AA-2D8A-45F5-A622-DFBF266AFC1D

EXHIBIT A
148
Revised 9/21/2015 B23 – 2M GL Only

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Livermore City CouncilSeptember 25, 2023

Livermore City Council
September 25, 2023