Agenda packet — Livermore City Council, March 25, 2024 (part 4 of 10)

INTRODUCTION
This report summarizes our environmental noise study of future traffic and loading dock activities from the proposed 6-building warehouse facility along Jack London Boulevard, south of Livermore Airport and west of Discovery Drive in Livermore, California. The purpose of the study was to determine the estimated growth in traffic noise levels resulting in the loading dock trucking activity and if traffic noise impacts from the proposed facility will meet the relevant requirements of the City General Plan Noise Element and Noise Ordinance.

EXECUTIVE SUMMARY
● Noise from the project’s loading docks, future intra-project vehicle traffic, and likely HVAC equipment will increase CNEL1 or DNL2 noise levels at noise-sensitive receiver locations by 1 dB. An increase of 3 dB or less DNL is not expected to be noticeable and is not considered significant. ● Noise from project-created traffic would not result in a significant increase in noise levels on Jack London Boulevard or Isabel Avenue at adjacent properties. ● Temporary construction noise will be consistent with the City’s Noise Ordinance and will not exceed the criteria established by General Plan Noise Objectives N-1.1 and N-1.5.

REPORT ORGANIZATION
This report contains the following sections:
● Project Site
● Acoustical Criteria
● Existing Noise Environment
● Noise Impact Assessment
o Construction Noise
o Loading Dock and Intra-Project Traffic Noise (Parking Lot) o Tenant HVAC Equipment Noise
1 Community Noise Equivalent Level (CNEL) – A descriptor for the 24-hour A-weighted average noise level. The CNEL concept accounts for the increased acoustical sensitivity of people to noise during the evening and nighttime hours. Sound levels during the hours from 7 pm to 10 pm are penalized 5 dB; sound levels during the hours from 10 pm to 7 am are penalized 10 dB. A 10-dB increase in sound level is perceived by people to be a doubling of loudness.
2 Day-Night Average Sound Level (DNL) – A descriptor established by the U.S. Environmental Protection Agency to describe the average day-night level with a penalty applied to noise occurring during the nighttime hours (10 pm - 7 am) to account for the increased sensitivity of people during sleeping hours. Also noted as Ldn. The difference between CNEL and DNL is often less than 1 dB. 340
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PROJECT SITE
The proposed project will have a total lot area of approximately 47.86 acres, located south of West Jack London Boulevard. It is bounded by the Livermore Airport to the north, and Discovery Drive to the east, in the City of Livermore.

There will be six warehouse buildings totaling 2,084,953 square feet with 104 total loading docks. The site is adjacent to existing office and warehouse facilities to the east, approximately 850 feet away. An industrial quarry is located to the south. There are no noise-sensitive residential properties within 2,300 feet of the project site.

ACOUSTICAL CRITERIA
The following are project criteria and/or guidelines for the City of Livermore and State of California.

City of Livermore 2003-2025 General Plan Noise Element
Policy P4, Objective N-1.1
The Noise Element of the Livermore General Plan (Chapter 9, Policy P4 of Objective N-1.1) contains land use compatibility guidelines for environmental noise in the community. Table 1, below, summarizes these guidelines for residential and industrial land uses3in terms of CNEL or DNL. The definitions of each land use category follow below the table.

Table 1: Summary of Table 9-7 – Land Use Compatibility Guidelines for Community Noise CNEL or DNL, dB Land Use Category
Normally
Acceptable
Conditionally
Acceptable
Normally
Unacceptable
Clearly
Unacceptable
Residential Low-Density4, Singlefamily, Duplex, Mobile Homes ≤60 55-70 70-75 >75 Industrial, Manufacturing,
Utilities, Agricultural ≤75 70-80 >75 --

3 Table 9-7 of the Noise Element, page 9-27.
4 Per General Plan Noise Ordinance Objective N-1.4, Policy P4, the criterion for single-family residential back yards is 60 dB CNEL/DNL. 341
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Normally Acceptable: If the noise level is within the “normally acceptable” level, noise exposure would be acceptable for the intended land use. Development may occur without requiring an evaluation of the noise environment unless the use could generate noise impacts on adjacent uses.

Conditionally Acceptable: If the noise level is within the “conditionally acceptable” level, noise exposure would be conditionally acceptable; a specified land use may be permitted only after detailed analysis of the noise environment and the project characteristics to determine whether noise insulation or protection features are required. Such noise insulation features may include measures to protect noise-sensitive outdoor activity areas (e.g., at residences, schools, or parks) or may include building sound insulation treatments such as sound-rated windows to protect interior spaces in sensitive receptors.

Normally Unacceptable: If the noise level is within the “normally unacceptable” level, analysis and mitigation are required. Development should generally not be undertaken unless adequate noise mitigation options have been analyzed and appropriate mitigations incorporated into the project to reduce the exposure of people to unacceptable noise levels.

Clearly Unacceptable: New construction should not be undertaken unless all feasible noise mitigation options have been analyzed and appropriate mitigation incorporated into the project to adequately reduce exposure of people to unacceptable noise levels.

Noise Element Objective N-1.5
Objective N-1.5 seeks to reduce the level of noise generated by “stationary mechanical and other noisegenerating equipment”. Policy P1 states that “the City shall require that industrial and commercial uses be designed and operated to avoid the generation of noise effects on surrounding land uses from exceeding the following noise levels for exterior environments, operating longer than half an hour per hour:
● 55 dBA5L506(7:00am to 10:00pm)
● 45 dBA L50 (10:00pm to 7:00am)
Policy P2 allows short-term events to have levels louder than those cited above. For events that occur less than 15 minutes per hour, levels can be increased by 5 dBA; events no more than 5 minutes per hour are allowed an additional 10 dBA, and those taking place one minute or less per hour are allowed an additional 15 dBA. Policy P4 allows an exemption from Policy P1 for motor vehicles on public streets between the hours of 7:00am and 8:00pm. We understand that Policies P1, P2, and P4 could apply to the noise from backup alarms (aka “beepers” or “squawkers”). 5 A-Weighted Sound Level – The A-weighted sound pressure level, expressed in decibels (dB). Sometimes the unit of sound level is written as dB(A). A weighting is a standard weighting that accounts for the sensitivity of human hearing to the range of audible frequencies. People perceive a 10 dB increase in sound level to be twice as loud. 6 L50 – The noise level exceeded 50% of the time. For a discussion of environmental acoustics, please refer to Appendix A. 342
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Objective N-1.5 specifically describes “stationary source noises”, so when referring to L50 noise levels we analyzed the noise of trucks that are expected to sit in the loading dock area, estimated to be at least 2,395 feet from the nearest residence.

Policy P3 establishes instantaneous maximum noise levels allowed (Lmax7) of 70 dBA during the day and 60 dBA during the night.

California Department of Transportation (CalTrans) Construction Vibration Criteria The California Department of Transportation8(DOT) provides vibration guidelines for two scenarios:
human perception and construction damage. These tables are included below as guidelines for potential project vibration levels. “Transient” vibrations are classified as impulsive events that are short in duration (e.g., debris falling, blasting). “Continuous” vibrations are more sustained vibration events over longer periods of time (e.g., jackhammering, drilling). Table 2 describes the human response to different levels of ground-borne vibration for transient and continuous events.

Table 2: Guideline Vibration Annoyance Potential Threshold Criteria9 Human Response
Maximum PPV10 (in/sec)
Transient
Sources
Continuous/Frequent
Intermittent Sources
Barely perceptible 0.04 0.01
Distinctly perceptible 0.25 0.04
Strongly perceptible 0.90 0.10
Severe 2.00 0.40
Table 3 provides a guideline for vibration criteria to assess the damage potential from ground vibration induced by construction equipment. Thresholds for continuous vibrations are lower than those for transient vibrations and are therefore considered more “conservative”. These are standard significance thresholds used in the industry to determine impacts of ground borne vibrations on structures. 7 Lmax (Maximum Sound Level) – The maximum sound level for a specified measurement period of time as defined in ASTM E1686.
8 Transportation and Construction Vibration Guidance Manual September 2013 (DOT Document). 9 This is Table 20 from the DOT document.
10 (PPV): Peak Particle Velocity.
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Table 3: Guideline Vibration Damage Potential Threshold Criteria11 Structure and Condition
Maximum PPV (in/sec)
Transient
Sources
Continuous/Frequent
Intermittent Sources
Extremely fragile historic buildings, ruins, ancient monuments 0.12 0.08 Fragile buildings 0.20 0.10
Historic and some old buildings 0.50 0.25
Older residential structures 0.50 0.30
New residential structures 1.00 0.50
Modern industrial/commercial buildings 2.00 0.50
The immediate adjacent properties are all modern industrial or commercial buildings. Across Isabel Avenue/Highway 84 to the east are existing single-family residences. Based on Table 3, we have applied the more stringent residential criteria of 1.0 PPV for transient events and 0.50 PPV for continuous events.

State of California CEQA Guidelines and Impact Criteria The California Environmental Quality Act (CEQA) contains guidelines that evaluate the significance of noise attributable to a proposed project. This would include (but is not limited to) added traffic noise, mechanical equipment noise, and construction noise. CEQA asks the following applicable questions.

Would the project result in:

1. Generation of a substantial temporary or permanent increase in ambient noise levels in the vicinity of the project in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies?

2. Generation of excessive ground borne vibration or ground borne noise levels?

3. For a project located within the vicinity of a private airstrip or an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public-use airport, would the project expose people residing or working in the project area to excessive noise levels? CEQA does not define the noise level increase that is considered “substantial”. Typically, the local general plan would establish limits with respect to allowable noise and vibration increases. However, the City of Livermore General Plan does not contain numerical standards of significance for noise increases. For the items above, noise level increases of 3 dBA or less are generally considered less-than-significant.

Substantial adverse community response would be expected only for increases of 5 dBA or more. 11 This is Table 19 of the DOT document.
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EXISTING NOISE ENVIRONMENT
Project Site Description
To quantify the existing site noise environment, a monitor continuously measured noise levels along Jack London Boulevard on 5 and 10 April 2023. Table 4 shows a summary of the measured data. Figure 1, attached, shows the approximate measurement location.

Table 4: Measured Environmental Noise Levels
Site Location DNL (dB) Leq(h) (dB)
LT-1 Jack London Boulevard, approximately 12-feet above grade 75 76 Site Noise Context
Noise measurements at the project site (see Figure 1), collected data from vehicle pass-bys on Jack London Boulevard. The measured on-site noise level was DNL 75 dB (see Figure 1). LT-1 was placed on the closest access utility pole across from the future site on Jack London Boulevard. Adjustments were made, as appropriate, to estimate the change in noise levels from the long-term monitor location to the locations of the nearest residences east of Isabel Avenue.

We have combined cumulative existing and future noise sources that would result from the project’s completion. Future project sources include the proposed loading dock noise, rooftop HVAC equipment, parking areas, and estimated traffic contribution, while the existing noise sources are the existing traffic.

Adding expected noise contribution to the existing noise environment logarithmically would result in a noise level of approximately DNL 75 dB from all contributing noise sources upon the project’s completion.

DNL 30a dB [HVAC] + DNL 32b dB [employee lot] + DNL 50 c dB [trucks] = DNL 50 d dB [future noise level at receivers] a = cumulative building rooftop HVAC noise
b = employee parking lot noise
c = loading dock truck noise
d = cumulative future project sources
DNL 67e dB [existing traffic] + DNL 50e dB [combined future sources] = DNL 67f dB [future noise level at receivers] e = measured at project site, see Figure 1
e = determined from loading docks + HVAC noise + parking lots f = calculated
See Appendix A for additional information on decibel mathematics. 345
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NOISE IMPACT ASSESSMENT ANALYSIS
We evaluated the following noise sources from the proposed project on the surrounding environment:
● Potential rooftop mechanical equipment noise
● Short-term construction noise and vibration
● Project-related traffic increases
We have drawn the following conclusions from the analysis:

The following summarizes the portion of the CEQA checklist pertaining to noise.

Would the project result in generation of a substantial temporary or permanent increase in ambient noise levels in the vicinity of the project exceeding standards established in the local general plan or noise ordinance, or applicable standards of other agencies? A: Permanent Increase in Noise Levels due to Project-Generated Noise It is anticipated that the potential office spaces located on northern facades of the six buildings will be mechanically ventilated. Based on previous projects of similar design, we have assumed the use of up to four typical 5-ton package rooftop units located above each office (a total of 56 units). No outdoor mechanical equipment has been specified at this time. Specific equipment will be confirmed during the design phase.

Preliminary sound power level data provided from a similarly sized project with similar 5-ton outdoor package fan units indicates that combined noise from these units sums to approximately DNL 30 dB at the nearest property lines, assuming the units operate continuously for 24-hour operation. The rooftop parapet is assumed to provide acoustical shielding to nearby neighbors because they would break line-ofsight to the nearest receivers.

Depending on the final equipment placement, as well as any specific parapets, barriers, and shielding provided by buildings (which would reduce noise levels at the property lines), noise levels may vary. We do not expect the noise contribution to be significant in these aspects.

B: Predicted Permanent Increase in Noise Levels due Project Traffic Volumes It has been communicated by the team that the projected truck trips per day will be approximately as shown below in Table 5.
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Table 5: SMP-39 Truck Trips
Hour Percent ITE Trips
7 – 9 AM 10.8% 78
9 AM – 4 PM 61.0% 439
4 – 6 PM 10.8% 78
6 – 10 PM 3.9% 28
10 PM – 7 AM 13.4% 96
Total 100 % 719
Overall, the project would result in a net increase in daily trips by 719, amounting to an overall traffic noise DNL increase of <1 dB. Therefore, this would not result in a significant increase in noise levels at existing adjacent properties.

C: Temporary Increase in Noise Levels due to Construction Construction activities will likely include the use of heavy equipment for grading and other activities, through completion of buildings and landscaping. Heavy trucks would travel to, from, and within the site hauling soil, equipment, and building materials. Smaller equipment, such as jackhammers, pneumatic tools, and saws could also be used throughout the demolition and construction phases in various areas.

The noise and vibration associated with these activities would be generated within the entire project area.

Based on our experience with similar projects’ construction methods and phasing, our preliminary understanding and assumptions of expected equipment is shown in Table 6. Reference levels for construction equipment are listed in Table 7, both at the reference distance of 50-feet and at 2,640-feet, which is the distance from eastern edge of the SMP 39 property to the residences across Isabel Avenue. 347
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Table 6: List of Typical Construction Equipment and Phasing Phase Equipment
Demolition Concrete/Industrial Saws, Excavators, RubberTired Dozers, Tractors/Loaders/Backhoes Site Preparation Graders, Rubber-Tired Dozers,
Tractors/Loaders/Backhoes
Grading/Excavation
Excavators, Drill Rig for Shoring Beams
(Caisson Drilling), Rubber-Tired Dozers,
Tractors/Loaders/Backhoes
Trenching Tractor/Loader/Backhoe, Excavators
Building Exterior Cranes, Forklifts, Generator Sets,
Tractors/Loaders/Backhoes, Welders
Building Interior/
Architectural Coating Air Compressors, Aerial Lift
Paving/Landscaping/
Site Concrete
Cement and Mortar Mixers, Paving
Equipment, Rollers,
Tractors/Loaders/Backhoes
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Table 7: Construction Equipment Reference Noise Levels12 Typical Equipment
Estimated Maximum
Instantaneous Lmax Noise
Level (dBA at 50 feet)
Estimated Maximum
Instantaneous Lmax Noise
Level (dBA at 2,640 feet)
Aerial Lift 83 49
Air Compressors 81 47
Cement and Mortar Mixers 85 51
Concrete/Industrial Saws 76 42
Cranes 83 49
Drill Rig for Shoring Beams (Caisson Drilling) 85 51
Excavators 85 51
Forklifts 83 49
Generator Sets 81 47
Graders 85 51
Paving Equipment 89 55
Rollers 74 40
Rubber-Tired Dozers 85 51
Tractors/Loaders/Backhoes 84 50
Welders 73 39
Actual construction noise levels will vary based on distance to each piece of equipment or work area from the receiver and shielding from adjacent buildings and construction elements. It should be noted that construction activities are prohibited during the specific time period outlined in Section 9.36.080 of the City’s Municipal Code, and our calculations do not take shielding from adjacent buildings into consideration. Section 9.36.080 is as follows:
12 Equipment noise levels at 50-feet are from Section 9, Federal Highway Administration Highway Traffic Noise Construction Noise Handbook (August 2006) and Table 12-2, Transit Noise and Vibration Impact Assessment, United States Department of Transportation, Office of Planning and Environment, Federal Transit Administration, May 2006. 349
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Section 9.36.080 Hammers, pile drivers, pneumatic tools and similar equipment The operation between the hours of 6:00 p.m. Saturday to 7:00 a.m. Monday; 8:00 p.m. to 7:00 a.m. on Monday, Tuesday, Wednesday and Thursdays; 8:00 p.m. Friday to 9:00 a.m. on Saturday or at all on cityobserved holidays of any pile driver, pneumatic tools, derrick, electric hoist, sandblaster or other equipment used in construction, demolition or other repair work, the use of which is attended by loud or unusual noise, is prohibited. (Ord. 1672 § 2, 2002; Ord. 1128 § 2, 1983; 1960 code § 13B.3(f)) Construction Equipment Schedule
We received the following equipment schedule that CalEEMod utilized for their model for air quality emissions. Table 8 below summarizes the equipment and associated sound levels at the nearest residential property (approximately 2,640 feet away).

Table 8: Construction Equipment Schedule
Phase Name Offroad Equipment Type
Amount Usage
Hours
Resulting
DNL
Resulting
Lmax
Grading Excavators 2 8 66 54
Grading Graders 1 8 66 51
Grading Rubber Tired Dozers 1 8 66 51
Grading Scrapers 2 8 66 54
Grading Tractors/Loaders/Backhoes 2 8 66 53
Total Grading Phase All Equipment Running Simultaneously 67 60 Paving Pavers 2 8 67 58
Paving Paving Equipment 2 8 67 58
Paving Rollers 2 8 66 43
Total Paving Phase All Equipment Running Simultaneously 67 61 Building Construction Cranes 1 7 66 49
Building Construction Forklift 3 8 66 54
Building Construction Generator Sets 1 8 66 47
Building Construction Tractors/Loaders/Backhoes 3 7 66 56 Building Construction Welders 1 8 66 39
Total Building Construction All Equipment Running Simultaneously 67 59 Architectural Coating Air Compressors 1 8 66 47
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It should be noted that the DNL was calculated using daytime construction noise levels for daytime hours for the listed hours of operation and measured nighttime hours from existing traffic. Despite restrictions of nighttime construction activities, from the noise levels shown above in Table 8, it could be possible to exceed the General Plan Objectives as follows:

Objective N-1.5 P3
● As shown above in Table 8, with all the phases running construction equipment as intended, the resulting Lmax would range between 59 and 61 dBA. Since construction is not permitted during nighttime hours, the Lmax criterion of 70 dBA would be met and not be considered a significant increase.

Due to these results, it will not be necessary to incorporate any mitigation measures for construction noise.

Would the project result in generation of excessive ground-borne vibration or ground-borne noise levels?
A: Permanent Increase in Vibration Levels due to Project-Generated Vibration The planned use for the site, as warehouse buildings, is not expected to generate significant amounts of ground-borne noise or vibration.

B: Temporary Increase in Vibration Levels due to Construction The nearest and most sensitive adjacent receivers include residences to the east approximately 500 feet from the closest area of construction on the project site. Industrial-zoned parcels to the north are assumed to be less sensitive.

Project construction may include activities such as the use of concrete saws, excavation and grading, and the use of rolling stock equipment (tracked vehicles, compactors, etc.). Typical construction vibration levels at 50-feet are listed in Table 9, below. Most of the construction will occur set back from the property line. As indicated in the criteria section above, the risk of damage to nearby structures may begin to occur at a limit of 1.0 in/sec PPV for transient vibration events and 0.50 PPV for continuous events.
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Table 9: Example Construction Vibration Levels13
Equipment PPV at 50 ft. (in/sec)14
Vibratory Roller 0.049
Hydraulic Breaker 0.03 to 0.08
Large Bulldozer 0.03
Loaded Trucks 0.03
Excavator 0.03
Caisson/pier drilling 0.03
Jackhammer 0.01
Small Bulldozer 0.001
Crane, Forklift, Bobcat No significant vibration
Based on the vibration levels shown in Table 8, construction equipment is not expected to cause structural damage to adjacent properties because project construction is not expected to exceed the thresholds for new residential buildings or commercial/industrial structures as shown above in Table 3.

Ground-borne noise would also not be expected to be significant at these vibration levels.

FUTURE LOADING DOCK AND INTRA-PROJECT TRAFFIC NOISE ESTIMATES Future Loading Dock Calculation Methodology
Operational noise from the proposed facility is expected to consist primarily of tractor-trailers accessing loading dock areas. To estimate truck noise at the proposed facility, we referenced recently measured noise levels at a distribution facility elsewhere in California which involved semi-trucks similar in size to those that are expected to access the proposed project’s facility.

Calculations for resulting noise levels due to on-site truck and car trip generation durations and activities were based on the measurements at this local distribution facility with ancillary information provided to us for that reference project in 2018.

Traffic volumes for the proposed project were referenced from the provided Traffic Impact Analysis document (dated 4 April 2023) by TJKM, which describes the total daily truck trips and the partial 13 Table 12-2, Transit Noise and Vibration Impact Assessment, United States Department of Transportation, Office of Planning and Environment, Federal Transit Administration, May 2006. 14 Using a value of n = 1.5 per FTA recommendation, where n is the attenuation rate through the ground 352
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distribution over the peak AM and PM hours and the relative expected proportion of project-generated trips using Jack London Boulevard and Isabel Avenue.

Intra-Project Traffic Methodology
Intra-project traffic noise will consist of traffic noise associated with future warehouse employee vehicles within the designated parking lots. To estimate vehicle noise at the employee parking lots, we also reference the Traffic Impact Analysis document for the expected traffic volume of warehouse employees.

Noise Source Analysis and Assumptions
Future Loading Docks
Our analysis estimated future noise from the facility based on the following assumptions discussed with the client via email, and per the overall site plan:

1. Trucks will enter and exit the site from three driveways off West Jackson Boulevard, from the north.

2. Non-truck noises associated with loading/unloading activity (i.e., forklifts, rolling doors, carts, pallet crushing, items dropping), are assumed to be located near the dock doors and are included in our analysis.

3. An average truck trip (not including unloading/loading) is estimated to last for a cumulative period of about 2 minutes and be at least 930 feet from the nearest commercial property line.

4. Trucks occupy the loading dock in their loading area that is nearest to noise-sensitive receiver (Commercial buildings east of Discovery Drive, to the east of the building).

5. Total number of loading docks: 104

6. Number and distribution of truck trips is based on the traffic impact analysis, with approximately 719 total truck trips per 24-hour period (continuous 24/7 operation) distributed as follows:
● AM Peak is 7-9 AM- 10.8%
● 9-4 PM -61%
● PM Peak is 4 PM - 6 PM -10.8%
● 6 PM - 10 PM 3.9%
● 10 PM -7 AM 13.4%

7. The proposed warehouse buildings have south-facing loading docks which are recessed approximately 60 feet from the easternmost building’s façade, providing substantial shielding for truck operation noise. This feature is expected to obstruct the direct line of sight of the project’s loading docks from the commercial neighbors to the east, especially in buildings closer to Discovery Drive.

8. Having measured operations at a local representative loading dock site, a typical truck “trip” consists of the following events (estimated sound levels based on measurements at similar facilities):
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a. Truck passby (arrival, departure): 69 dBA at 30 feet b. Truck airbrakes: 72 dBA at 25 feet
c. Truck backup alarm: 79 dBA at 30 feet
d. Brief idle before engine shutoff: 70 dBA at 25 feet
e. Truck engine ignition and airbrakes: 71 dBA at 25 feet f. Truck accelerating from stop: 74 dBA at 25 feet
g. Truck trip reference heights15 (above grade)
i. Passby, brief idle, acceleration, and ignition: 8 feet ii. Back-up beeper and airbrake: 2.5 feet
Intra-Project Traffic Noise
Our analysis estimated future noise from the facility parking lots is based on the following assumptions:

1. Employees will enter and exit the site from the three driveways from the north (via Jack London Boulevard).

2. Vehicle trips will be split between Jack London Boulevard and Isabel Avenue per the TJKM report’s traffic projections. Our traffic analysis calculations tell us the following:
● 80% of project generated trips will be along Jack London Boulevard ● 20% of project generated trips will be along Isabel Avenue ● There will be an average noise level increase of approximately 3dB on both roadways due to traffic increases. This increase is not considered to be significant.

3. Once on site, vehicles will travel an average of 15 miles per hour or less.

4. Vehicles will be spread out evenly amongst the parking areas.

5. An average vehicle trip is estimated to last for a cumulative period of about 2 minutes and be at least 900 feet from the nearest commercial property line.

6. Similar percentages were assumed for intra-project vehicle trips in the project parking lots as were truck trips, as shown in the distribution below.
• AM Peak is 7-9 AM- 10.8%
• 9-4 PM -61%
• PM Peak is 4 PM - 6 PM -10.8%
• 6 PM - 10 PM 3.9%
• 10 PM -7 AM 13.4%
15 Truck source heights excerpted from Caltrans Technical Noise Supplement document (TeNS) document dated October 1998. 354
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Estimated Future Noise Levels
Loading Dock Future Noise Levels (CNEL/DNL)
We estimated noise levels at local receptors from the sources described in the previous section. To account for future increases in local traffic noise levels, we added 1 dB DNL to the measured levels16 (see Table 4 above).

Table 10 below summarizes the estimated DNL levels at the closest property plane to the east of the building, under the assumption that the facility would receive its trucking activities 24 hours per day.

Table 10: Calculated Future Facility Noise at Noise-Sensitive Land Uses: CNEL/DNL, dBA Scenario
Nearby Receiving
Locations
Existing
Noise at
Receiver
Loading
Docks at
Receiver
IntraProject
Traffic
Noise
Levels at
Receiver
Combined
Existing
plus
Project
Change
(dB)
24-hour
Operations
East Property Line
(Residences across
Isabel Avenue)
67 61 32 68 +1 dB
The data shows that loading dock-generated noise is not expected to impact adjacent receivers to the north and the residences to the east. The calculated increase in DNL at the nearest property line with the project and future traffic noise levels (near term 2025) will be approximately 1 dB. A change of 3 dB or less is not expected to be noticeable and is not considered significant.

Future L50Noise Levels
The following assumptions were made about the 24-hour operation of the project in our estimated L50 calculations:
● The volume of expected truck trips is consistent with the truck trip distribution established in item 6 of the Noise Source Analysis and Assumptions section (i.e., a maximum of 10 truck per hour at nighttime, or 13.4% of trucks between 10:00 pm and 7:00 am). ● The 6- and 10-foot berms will be incorporated into the project. ● Backup alarms are expected to be at a height of approximately 2.5 feet. ● Trucks do not move great distances when their backup alarm is engaged. 16 The California Department of Transportation assumes a traffic volume increase of three-percent per year, which corresponds to a 1 dB increase in DNL over a ten-year period. 355
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Table 11 summarizes the estimated daytime and nighttime L50 for the proposed project. Since backup alarms for nighttime are predicted to occur less than 15 minutes per hour, the criterion can increase by 5 dBA per Policy P2. However, since back up alarms would be more than 15 minutes per hour during the daytime, no additional increases are accounted for in our analysis.

Table 11: Calculated 24-Hour Future Facility L50 Value: L50, dBA Time of Day Estimated L50 Value Criterion L50 Value
Daytime (7am-10pm) 40 dBA 55 dBA
Nighttime (10pm-7am) 35 dBA 50 dBA
Our calculations of overall operational L50 noise levels do not exceed the allowable values stated by the City (i.e., Policy P1, Objective N-1.5), it is our understanding that other current similar projects in the vicinity have caused local neighbor complaints due to trucks’ back-up alarms at those locations in the past.

Back-up alarms were assumed to be 79 dB at a reference distance of 30 feet. The distance attenuation between the loading dock to the façade of the nearest residence provides a 31 dB reduction. Although backup alarms would be audible from the residences, the L50 threshold of 50 dBA will not be exceeded due to the limited number of trips during this timeframe (estimated at 40 trips in 9-hour time frame).

Calculations assumed the source height of these backup alarms to be approximately 2.5 feet from grade.

The current buildings would adequately obstruct the direct line-of-sight of these backup alarms to the residential receivers. The dimensions of the proposed berms are calculated to reduce intermittent noise levels (such as those produced by backup alarms) by up to 6 dB at the closest residents.

Quieter backup alarms (aka “squawkers”), which are becoming more prevalent in delivery vehicles for various large e-commerce websites, and other vendors, may be used by trucking operators visiting this site in the future, therefore beeper noise has the potential to be reduced. A best practice for consideration would be to implement these alternative devices in other truck populations in the future.

CONCLUSIONS AND COMMENTS

1. Future loading dock-generated noise (due to on-site trucks and vehicles) over a 24-hour operation period is not expected to impact receivers to the east. The calculated increase in CNEL/DNL at the nearest noise-sensitive residential receivers with the project and future traffic noise levels will be <1 dB. A change of 2 dB or less is not considered significant nor is it expected to be noticeable to residents east of the project site.

2. Temporary construction noise will be consistent with the City’s Noise Ordinance and will not exceed the criteria established by General Plan Noise Objectives N-1.1 and N-1.5. 356
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3. Considering the 2,395-foot distance between the nearest loading dock and the closest residents, and the trucks being a stationary source rather than a moving vehicle once the leaving the loading dock area of the project site, the city's L50 criterion is not applicable once a truck begins moving closer to the residential area. Given the minority of expected project truck trips conducted in the nighttime hours (10 trips per hour on average from 10 PM to 7 AM), noise from stationary trucks at the nearest loading dock are expected to comply with the City’s L50 nighttime requirement assuming backup alarms are not continuously operating for more than 30 minutes per hour. * * *
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APPENDIX A: FUNDAMENTAL CONCEPTS OF ENVIRONMENTAL NOISE This section provides background information to aid in understanding the technical aspects of this report.

Three dimensions of environmental noise are important in determining subjective response. These are:
● The intensity or level of the sound
● The frequency spectrum of the sound
● The time-varying character of the sound
Airborne sound is a rapid fluctuation of air pressure above and below atmospheric pressure. Sound levels are usually measured and expressed in decibels (dBA), with 0 dBA corresponding roughly to the threshold of hearing.

The "frequency" of a sound refers to the number of complete pressure fluctuations per second in the sound. The unit of measurement is the cycle per second (cps) or hertz (Hz). Most of the sounds, which we hear in the environment, do not consist of a single frequency, but of a broad band of frequencies, differing in level. The name of the frequency and level content of a sound is its sound spectrum. A sound spectrum for engineering purposes is typically described in terms of octave bands, which separate the audible frequency range (for human beings, from about 20 to 20,000 Hz) into ten segments.

Many rating methods have been devised to permit comparisons of sounds having quite different spectra.

Surprisingly, the simplest method correlates with human response practically as well as the more complex methods. This method consists of evaluating all of the frequencies of a sound in accordance with a weighting that progressively de-emphasizes the importance of frequency components below 1000 Hz and above 5000 Hz. This frequency weighting reflects the fact that human hearing is less sensitive at low frequencies and at extreme high frequencies relative to the mid-range.

The weighting system described above is called "A"-weighting, and the level so measured is called the "Aweighted sound level" or "A-weighted noise level." The unit of A-weighted sound level is sometimes abbreviated "dBA." In practice, the sound level is conveniently measured using a sound level meter that includes an electrical filter corresponding to the A-weighting characteristic. All U.S. and international standard sound level meters include such a filter. Typical sound levels found in the environment and in industry are shown in Figure A-1.

Although a single sound level value may adequately describe environmental noise at any instant in time, community noise levels vary continuously. Most environmental noise is a conglomeration of distant noise sources, which results in a relatively steady background noise having no identifiable source. These distant sources may include traffic, wind in trees, industrial activities, etc. and are relatively constant from moment to moment. As natural forces change or as human activity follows its daily cycle, the sound level may vary slowly from hour to hour. Superimposed on this slowly varying background is a succession of identifiable noisy events of brief duration. These may include nearby activities such as single vehicle passbys, aircraft flyovers, etc. which cause the environmental noise level to vary from instant to instant. 358
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To describe the time-varying character of environmental noise, statistical noise descriptors were developed. "L10" is the A-weighted sound level equaled or exceeded during 10 percent of a stated time period. The L10 is considered a good measure of the maximum sound levels caused by discrete noise events. "L50" is the A-weighted sound level that equals or exceeded 50 percent of a stated time period; it represents the median sound level. The "L90" is the A-weighted sound level equaled or exceeded during 90 percent of a stated time period and is used to describe the background noise.

As it is often cumbersome to quantify the noise environment with a set of statistical descriptors, a single number called the average sound level or "Leq" is now widely used. The term "Leq" originated from the concept of a so-called equivalent sound level which contains the same acoustical energy as a varying sound level during the same time period. In simple but accurate technical language, the Leq is the average A-weighted sound level in a stated time period. The Leq is particularly useful in describing the subjective change in an environment where the source of noise remains the same but there is change in the level of activity. Widening roads and/or increasing traffic are examples of this kind of situation.

In determining the daily measure of environmental noise, it is important to account for the different response of people to daytime and nighttime noise. During the nighttime, exterior background noise levels are generally lower than in the daytime; however, most household noise also decreases at night, thus exterior noise intrusions again become noticeable. Further, most people trying to sleep at night are more sensitive to noise. To account for human sensitivity to nighttime noise levels, a special descriptor was developed. The descriptor is called the Ldn (Day/Night Average Sound Level), which represents the 24- hour average sound level with a penalty for noise occurring at night. The Ldn computation divides the 24- hour day into two periods: daytime (7:00 am to 10:00 pm); and nighttime (10:00 pm to 7:00 am). The nighttime sound levels are assigned a 10 dBA penalty prior to averaging with daytime hourly sound levels.

For highway noise environments, the average noise level during the peak hour traffic volume is approximately equal to the Ldn.

The effects of noise on people can be listed in three general categories:
● Subjective effects of annoyance, nuisance, dissatisfaction ● Interference with activities such as speech, sleep, and learning ● Physiological effects such as startle, hearing loss
The sound levels associated with environmental noise usually produce effects only in the first two categories. Unfortunately, there has never been a completely predictable measure for the subjective effects of noise nor of the corresponding reactions of annoyance and dissatisfaction. This is primarily because of the wide variation in individual thresholds of annoyance and habituation to noise over time.

Thus, an important factor in assessing a person's subjective reaction is to compare the new noise environment to the existing noise environment. In general, the more a new noise exceeds the existing, the less acceptable the new noise will be judged.
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Regarding increases in noise level, knowledge of the following relationships will be helpful in understanding the quantitative sections of this report:

Except in carefully controlled laboratory experiments, a change of only 1 dBA in sound level cannot be perceived. Outside of the laboratory, a 3 dBA change is considered a just-noticeable difference. A change in level of at least 5 dBA is required before any noticeable change in community response would be expected. A 10 dBA change is subjectively heard as approximately a doubling in loudness and would almost certainly cause an adverse community response.
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A1
A1
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LT-1: DNL 75 dB, Leq(h) 76 dB
www.salter-inc.com San Francisco San Jose Honolulu Seattle Los Angeles

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SMP 40 Revised Environmental Noise Study
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UPDATE TO ENVIRONMENTAL NOISE STUDY
4 March 2024
Prepared for: Michael Johnson Timur Tecimer
Overton Moore Properties
19700 S Vermont Avenue Suite #101
Torrance, CA 90502
[email protected]
Overton Moore Properties
19700 S Vermont Avenue Suite #101
Torrance, CA 90502
[email protected]
Prepared by: Salter
Diego Hernandez – Associate
Ethan Salter – Vice President
[email protected]
[email protected]
Salter Project 21-0471
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INTRODUCTION
This report summarizes our study of environmental noise of the proposed project (Livermore Oaks Business Park SMP-40) on nearby land uses. The project site is west of Isabel Avenue (State Highway 84), north of Stanley Boulevard, and south of Discovery Drive in Livermore, California. The purpose of the study was to determine whether estimated activity noise and construction noise from the proposed facility will meet the relevant requirements of the City General Plan Noise Element and Noise Ordinance at adjacent land uses.

EXECUTIVE SUMMARY
● Noise from the project’s loading docks, future intra-project vehicle traffic, and likely HVAC equipment will increase CNEL1 or DNL2 noise levels at noise-sensitive receiver locations at most by 3 dB. An increase of 3 dB or less DNL is not expected to be noticeable and is not considered significant. ● Noise from project-created traffic would not result in a significant increase in noise levels on Isabel Avenue at adjacent properties.
● Temporary construction noise will exceed the City’s Noise Ordinance and will need mitigation measures not to exceed the criteria established by General Plan Noise Objectives N-1.1 and N-1.5.

REPORT ORGANIZATION
This report is organized into the following sections:
● Project Site
● Acoustical Criteria
● Existing Noise Environment
● Noise Impact Assessment
o Construction Noise
o Loading Dock and Intra-Project Traffic Noise (Parking Lot) o Tenant HVAC Equipment Noise
1 Community Noise Equivalent Level (CNEL) – A descriptor for the 24-hour A-weighted average noise level. The CNEL concept accounts for the increased acoustical sensitivity of people to noise during the evening and nighttime hours. Sound levels during the hours from 7 pm to 10 pm are penalized 5 dB; sound levels during the hours from 10 pm to 7 am are penalized 10 dB. A 10-dB increase in sound level is perceived by people to be a doubling of loudness.
2 Day-Night Average Sound Level (DNL) – A descriptor established by the U.S. Environmental Protection Agency to describe the average day-night level with a penalty applied to noise occurring during the nighttime hours (10 pm - 7 am) to account for the increased sensitivity of people during sleeping hours. Also noted as Ldn. The difference between CNEL and DNL is often less than 1 dB. 365
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PROJECT SITE
The proposed project will have a total area of approximately 40 acres, west of Isabel Avenue (State Highway 84) and between Stanley Boulevard and Discovery Drive in the City of Livermore. Warehouse Building 1 will be about 470,350 square feet with 68 loading docks, while Building 2 will be 288,750 square feet with 62 loading docks. The site is adjacent to existing industrially zoned warehouse facilities with loading docks to the north. Noise-sensitive residential receivers are located across Isabel Avenue to the east about 1,785-feet away from Building 1, and 600-feet away the northeast corner of the SMP-40 site. Two berms have been incorporated on the project site: a 6-foot by 125-foot landscape berm on the Northeast corner of the project property line, and a 10-foot by 60-foot screening wall east of Building 2’s southern loading docks.

ACOUSTICAL CRITERIA
The following are project criteria and/or guidelines per the City of Livermore and State of California.

3 Table 9-7 of the Noise Element, page 9-27.
4 Per General Plan Noise Ordinance Objective N-1.4, Policy P4, the criterion for single-family residential back yards is 60 dB CNEL/DNL. 366
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Noise Element Objective N-1.5
Objective N-1.5 seeks to reduce the level of noise generated by “stationary mechanical and other noisegenerating equipment”. Policy P1 states that “the City shall require that industrial and commercial uses be designed and operated to avoid the generation of noise effects on surrounding land uses from exceeding the following noise levels for exterior environments, operating longer than half an hour per hour:
● 55 dBA5L506(7:00am to 10:00pm)
● 45 dBA L50 (10:00pm to 7:00am)
Policy P2 allows short-term events to have levels louder than those cited above. For events that occur less than 15 minutes per hour, levels can be increased by 5 dBA; events no more than 5 minutes per hour are allowed an additional 10 dBA, and those taking place one minute or less per hour are allowed an additional 15 dBA.
5 A-Weighted Sound Level – The A-weighted sound pressure level, expressed in decibels (dB). Sometimes the unit of sound level is written as dB(A). A weighting is a standard weighting that accounts for the sensitivity of human hearing to the range of audible frequencies. People perceive a 10 dB increase in sound level to be twice as loud. 6 L50 – The noise level exceeded 50% of the time. For a discussion of environmental acoustics, please refer to Appendix A. 367
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Policy P4 allows an exemption from Policy P1 for motor vehicles on public streets between the hours of 7:00am and 8:00pm. We understand that Policies P1, P2, and P4 could apply to the noise from backup alarms (aka “beepers” or “squawkers”).

Policy P3 establishes instantaneous maximum noise levels allowed (Lmax7) of 70 dBA during the day and 60 dBA during the night.

7 Lmax (Maximum Sound Level) – The maximum sound level for a specified measurement period of time as defined in ASTM E1686.
8 Transportation and Construction Vibration Guidance Manual September 2013 (DOT Document). 9 This is Table 20 from the DOT document.
10 (PPV): Peak Particle Velocity.
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Table 3 provides a guideline for vibration criteria to assess the damage potential from ground vibration induced by construction equipment. Thresholds for continuous vibrations are lower than those for transient vibrations and are therefore considered more “conservative”. These are standard significance thresholds used in the industry to determine impacts of ground borne vibrations on structures.

Would the project result in:

2. Generation of excessive ground borne vibration or ground borne noise levels?

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CEQA does not define the noise level increase that is considered “substantial”. Typically, the local general plan would establish limits with respect to allowable noise and vibration increases. However, the City of Livermore General Plan does not contain numerical standards of significance for noise increases. For the items above, noise level increases of 3 dBA or less are generally considered less-than-significant.

Substantial adverse community response would be expected only for increases of 5 dBA or more.

EXISTING NOISE ENVIRONMENT
Project Site Description
To quantify the existing site noise environment, two monitors continuously measured noise levels along the project property lines to the north and east between 2 and 4 November 2021. Table 4 summarizes measured data and Figure 1, attached, shows the approximate measurement locations. Locations were selected based not only on project setbacks but also on what nearby locations were accessible via public rights-of-way.

Table 4: Measured Environmental Noise Levels
Site Location Measured DNL (dBA)
LT-1 Business Park, approximately 10-feet above grade 65 LT-2 Arroyo Bike Trail, approximately 10-feet above grade 67 Site Noise Context
Noise measurements at the project site (see Figure 1), collected data from vehicle pass-bys on nearby roads. Measured on-site noise levels were DNL 65 dB and 67 dB at the project site (see Figure 1). LT-1 was placed near the nearest existing warehouse across from residences, and LT-2 was placed on the closest accessible utility pole across from residences. Adjustments were made, as appropriate, to estimate the change in noise levels from the long-term monitor location to the locations of the nearest residences east of Isabel Avenue.

Adding expected noise contribution to the existing noise environment logarithmically would result in a noise level of approximately DNL 67 dB from all contributing noise sources upon the project’s completion. 370
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DNL 29
a dB [Future HVAC] + DNL 29b dB [employee lot] + DNL 52 c dB [trucks] = DNL 52 d dB [future noise level at receivers] a = cumulative building rooftop HVAC noise
b = employee parking lot noise
c = truck noise at loading docks
d = cumulative future project sources
DNL 67e dB [existing traffic] + DNL 52
e dB [combined future sources] = DNL 67f dB [future noise level at receivers] e = measured at project site, see Figure 1
e = determined from loading docks + HVAC noise + parking lots f = calculated
See Appendix A for additional information on decibel mathematics.

The following summarizes the portion of the CEQA checklist pertaining to noise.

Would the project result in generation of a substantial temporary or permanent increase in ambient noise levels in the vicinity of the project in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? A: Permanent Increase in Noise Levels due to Project-Generated Noise The owner anticipates that tenant office spaces located on the corners of each building will be mechanically ventilated with typical 5-ton package units located above the offices in each corner of each building. No other outdoor mechanical equipment has been specified at this time. Specific equipment will be confirmed during the design phase.

Preliminary sound power level data has been provided for these 5-ton outdoor package fan units indicating that combined noise from these units sums to approximately DNL 29 dB at the nearest property lines. This assumes 24-hour operation of this equipment (in line with the operation hours of the building). The rooftop parapet is assumed to provide acoustical shielding to nearby neighbors because they would break line-of-sight to the nearest receivers. 371
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Table 5: SMP-40 Truck Trips
Hour Percent ITE Trips
7 – 9 AM 9.4% 20
9 AM – 4 PM 42.7% 91
4 – 6 PM 12.7% 27
6 – 10 PM 16.4% 35
10 PM – 7 AM 18.8% 40
Total 100 % 213
Overall, the project would result in a net increase in daily trips by 213, amounting to an overall traffic noise DNL increase of approximately 2 dB. Therefore, this would not result in a significant increase in noise levels at existing adjacent properties.

The noise and vibration associated with these activities would be generated within the entire project area.

Based on our experience with similar projects’ construction methods and phasing, our preliminary understanding and assumptions of expected equipment is shown in Table 6. Reference levels for construction equipment are listed in Table 7, both at the reference distance of 50-feet and at 600-feet, which is the closest distance between the project and the residences across Isabel Avenue. 372
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Table 6: List of Typical Construction Equipment and Phasing Phase Equipment
Demolition Concrete/Industrial Saws, Excavators, RubberTired Dozers, Tractors/Loaders/Backhoes Site Preparation Graders, Rubber-Tired Dozers,
Tractors/Loaders/Backhoes
Grading/Excavation
Excavators, Drill Rig for Shoring Beams
(Caisson Drilling), Rubber-Tired Dozers,
Tractors/Loaders/Backhoes
Trenching Tractor/Loader/Backhoe, Excavators
Building Exterior Cranes, Forklifts, Generator Sets,
Tractors/Loaders/Backhoes, Welders
Building Interior/
Architectural Coating Air Compressors, Aerial Lift
Paving/Landscaping/
Site Concrete
Cement and Mortar Mixers, Paving
Equipment, Rollers,
Tractors/Loaders/Backhoes
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Table 7: Construction Equipment Reference Noise Levels12 Typical Equipment
Estimated Maximum
Instantaneous Lmax
13 Noise Level (dBA at 50
feet)
Estimated Maximum
Instantaneous Lmax Noise
Level (dBA at 600 feet)
Aerial Lift 83 61
Air Compressors 81 59
Cement and Mortar Mixers 85 63
Concrete/Industrial Saws 76 54
Cranes 83 61
Drill Rig for Shoring Beams (Caisson Drilling) 85 63
Excavators 85 63
Forklifts 83 61
Generator Sets 81 59
Graders 85 63
Paving Equipment 89 67
Rollers 74 52
Rubber-Tired Dozers 85 63
Tractors/Loaders/Backhoes 84 62
Welders 73 51
Actual construction noise levels will vary based on distance to each piece of equipment or work area from the receiver and shielding from adjacent buildings and construction elements. It should be noted that construction activities are prohibited during the specific time period outlined in Section 9.36.080 of the City’s Municipal Code. Section 9.36.080 is as follows:
12 Equipment noise levels at 50-feet are from Section 9, Federal Highway Administration Highway Traffic Noise Construction Noise Handbook (August 2006) and Table 12-2, Transit Noise and Vibration Impact Assessment, United States Department of Transportation, Office of Planning and Environment, Federal Transit Administration, May 2006. 13 Lmax (Maximum Sound Level) – The maximum sound level for a specified measurement period of time as defined in ASTM E1686.
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Table 8: Construction Equipment Schedule
Phase Name Offroad Equipment Type
Amount Usage
Hours
Resulting
DNL
Resulting
Lmax
Grading Excavators 2 8 67 66
Grading Graders 1 8 67 63
Grading Rubber Tired Dozers 1 8 67 63
Grading Scrapers 2 8 67 66
Grading Tractors/Loaders/Backhoes 2 8 67 65
Total Grading Phase All Equipment Running Simultaneously 70 72 Paving Pavers 2 8 69
70 Paving Paving Equipment 2 8 69 70
Paving Rollers 2 8 66 55
Total Paving Phase All Equipment Running Simultaneously 70 73 Building Construction Cranes 1 7 67 61
Building Construction Forklift 3 8 67 66
Building Construction Generator Sets 1 8 67 59
Building Construction Tractors/Loaders/Backhoes 3 7 68 67 Building Construction Welders 1 8 66 51
Total Building Construction All Equipment Running Simultaneously 69 70 Architectural Coating Air Compressors 1 8 67 59
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Objective N-1.5 P3
● As shown above in Table 8, with all the phases running construction equipment as intended, the resulting Lmax would range between 70 and 73 dBA. Since construction is not permitted during nighttime hours, only the daytime Lmax criterion of 70 dBA would be applicable and would not be met. Therefore, it will be necessary to implement the mitigation measures shown below.

Due to these possibilities, the following is a list of measures that are required to be adopted by the contractor to reduce the impact of construction noise on neighbors:

1. Consistent with the Livermore Municipal Code, construction will be limited to weekdays between the hours of 7:00 a.m. and 8:00 p.m. and Saturdays through Sunday between the hours of 9:00 a.m. and 6:00 p.m.

2. There are residences located approximately 600 feet from the project site. Thus, to help reduce the impact of noise construction, it will be necessary that a barrier be built prior to the planned permanent 10-foot tall berm on the east side of the project. If this is not feasible, we recommend building the planned permanent 10-foot tall berm before construction activities. This will be necessary to reduce construction noise impacts on the residences. The barrier/berm should be 10 feet tall. This would help reduce the construction noise impacts on the residences by approximately 10 dB.

3. The barrier can be field-built provided they meet the following criteria:
a. Minimum surface density of 4 psf.

Many constructions could meet the surface density requirement. For example, a stud wall with exterior-grade plywood sheathing and a stucco finish (or two layers of 5/8-inch thick plywood) would meet this requirement.
b. The barrier should be free of cracks and drainage holes/slots along the bottom of the barrier be kept to a minimum. Where needed, they should be covered by 1 psf mass-loaded vinyl flaps (e.g., Kinetics KNM-100) so water can flow around the vinyl and still drain. c. Joints between sheathing layers be offset by 16 inches minimum.

4. Contractors shall utilize “quiet” models of air compressors and other stationary noise sources where technology exists.

5. Internal combustion engine-driven equipment shall be equipped with mufflers which are in good condition and appropriate for the equipment.
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6. Stationary noise-generating equipment, such as air compressors and portable power generators, shall be located as far away as possible from adjacent property lines.

7. Staging areas and construction material areas shall be located as far away as feasible from adjacent residences.

8. All unnecessary idling of internal combustion engines should be prohibited.

9. The contractor should designate a "noise disturbance construction superintendent" who will be responsible for tracking and responding to any complaints about construction noise. The noise disturbance construction superintendent will determine the cause of the noise complaint (e.g., starting too early, bad muffler, etc.) and will require that reasonable measures are implemented to correct the problem. The telephone number for the noise disturbance construction superintendent will be posted at the construction site and included in any construction notices sent to neighbors.

Project construction may include activities such as the use of concrete saws, excavation and grading, and the use of rolling stock equipment (tracked vehicles, compactors, etc.). Typical construction vibration levels at 50-feet are listed in Table 9, below. Most of the construction will occur set back from the property line. As indicated in the criteria section above, the risk of damage to nearby structures may begin to occur at a limit of 1.0 in/sec PPV for transient vibration events and 0.50 PPV for continuous events.
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Table 9: Example Construction Vibration Levels14
Equipment PPV at 50 ft. (in/sec)15
Vibratory Roller 0.049
Hydraulic Breaker 0.03 to 0.08
Large Bulldozer 0.03
Loaded Trucks 0.03
Excavator 0.03
Caisson/pier drilling 0.03
Jackhammer 0.01
Small Bulldozer 0.001
Crane, Forklift, Bobcat No significant vibration
Based on the vibration levels shown in Table 9, construction equipment is not expected to cause structural damage to adjacent properties because project construction is not expected to exceed the thresholds for new residential buildings or commercial/industrial structures as shown above in Table 3.

Ground-borne noise would also not be expected to be significant at these vibration levels.

FUTURE LOADING DOCK AND INTRA-PROJECT TRAFFIC NOISE
Future Loading Dock Calculation Methodology
Operational noise from the proposed facility is expected to consist primarily of tractor-trailers accessing loading dock areas. To estimate truck noise at the proposed facility, we referenced recently measured noise levels at a local distribution facility which involved semi-trucks similar in size to those that are expected to access the proposed project’s facility.

Based on the assumptions described below, estimated noise levels were then compared to applicable criteria to determine if noise from the proposed facility would exceed the City’s noise goals (described above) at adjacent residences.
14 Table 12-2, Transit Noise and Vibration Impact Assessment, United States Department of Transportation, Office of Planning and Environment, Federal Transit Administration, May 2006. 15 Using a value of n = 1.5 per FTA recommendation, where n is the attenuation rate through the ground 378
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Traffic volumes produced by the proposed project were provided by TJKM in December 2023. Their study estimated that a total of 213 truck trips
16 would occur at the facilities throughout the 24 hours of operation. Overton Moore Properties provided further details about the potentially likely distribution of those trucks each hour throughout the 24-hour operation period.

Intra-Project Traffic Analysis Methodology
Intra-project traffic noise will consist of traffic noise associated with future warehouse employee vehicles within the designated parking lots. To estimate vehicle noise at the employee parking lots, we referenced the TJKM provided traffic volumes for the proposed project.

1. Trucks will enter and exit the site from Atlantis Court and Challenger Street, from the north (via Discovery Drive).

3. An average truck trip (not including unloading/loading) is estimated to last for a cumulative period of about 2 minutes and be at least 1025 feet from the nearest residential property line.

4. Trucks occupy the loading dock in their loading area that is nearest to noise-sensitive receiver (Residents across Isabel Avenue, to the east of the building).

5. Total number of loading docks: 130 (68 in Building 1 and 62 in Building 2)

6. Number and distribution of truck trips is based on TJKM’s traffic study estimate, with approximately 213 total truck trips per 24-hour period (continuous 24/7 operation) distributed as follows:
● AM Peak is 7-9 AM – 9.4%
● 9-4 PM – 42.7%
● PM Peak is 4 PM - 6 PM – 12.7%
● 6 PM - 10 PM – 16.4%
● 10 PM - 7 AM – 18.8%
16 Email correspondence provided on 12/20/23 confirmed the 213 daily truck trips as 20% of total vehicle trips based in ITE data (TJKM Study)
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7. Building 2 provides substantial acoustical shielding for most of Building 1 and its operations to the eastern residents. Because of this, Building 1 is not expected to have a meaningful impact on the residential receivers’ sound environment to the east.

8. Loading docks in Building 2 are located on the north and south facades, configured to maintain the maximum possible distance away from the residential area to the east.

9. North-facing docks of Building 2 will have a direct line-of-sight to the warehouse to the north. We assume that some shielding is provided by the perpendicular orientation of the docks of Building 1, which would slightly reduce our overall calculated noise contribution of the loading docks to the northern warehouse receivers because of the partial line-of-sight.

10. 24-hour operation assumed.

11. Loading docks not in use on each building have closed doors.

12. A typical truck “trip” consists of the following events (estimated sound levels based on aforementioned measurements at similar facilities):
a. Truck passby (arrival, departure at slow speed): 69 dBA at 30 feet b. Truck airbrakes: 72 dBA at 25 feet
c. Truck backup alarm: 79 dBA at 30 feet
d. Brief idle before engine shutoff: 70 dBA at 25 feet
e. Truck engine ignition and airbrakes: 71 dBA at 25 feet f. Truck accelerating from stop: 74 dBA at 25 feet
g. Truck noise source reference heights17 (above grade) i. Passby, brief idle, acceleration, and ignition: 8 feet ii. Back-up beeper and airbrake: 2.5 feet
iii. Topographical site analysis included in Section C3.1 of the Grading and Drainage Plan show potential terrain shielding of about three feet between the dock elevation and receivers to the east of Isabel Avenue
Intra-Project Traffic Noise
Our analysis estimated future noise from the facility parking lots is based on the following assumptions:

1. Employees will enter and exit the site from Atlantis Court and Challenger Street, from the north (via Discovery Drive).

2. Once on site, vehicles will move at 15 miles per hour or less.

3. Vehicles will be spread out evenly amongst the seven parking areas. 17 Truck source heights excerpted from Caltrans Technical Noise Supplement document (TeNS) document dated October 1998. 380
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4. An average vehicle trip is estimated to last for a cumulative period of about 2 minutes and be at least 550 feet from the nearest residential property line.

5. Similar proportional percentages were assumed for vehicle trips in the project parking lots as were the truck trips, as shown in the distribution below.
● AM Peak is 7 AM - 9 AM- 9.4%
● 9 AM – 4 PM -42.7%
● PM Peak is 4 PM -6 PM -12.7%
● 7 PM - 10 PM 16.4%
● 10 PM - 7 AM 18.8%
Estimated Future Noise Levels
Future Average Noise Levels (CNEL/DNL)
We estimated noise levels at local receptors from the sources described in the previous section. To account for future increases in local traffic noise levels (growth in traffic on Isabel Avenue and other local roadways), we added 1 dB DNL to the measured levels18 (see Table 4 above).

We calculated the acoustical impact of project traffic increase due to both projects SMP-39 and SMP-40 with the provided peak hour traffic volumes for the cumulative without project and cumulative with project scenarios. The analysis used the FHWA-RD-77-108 traffic noise calculation model. The figures below show the various calculations for the intersections of interest (i.e., 5, 9, 10, and 11) as provided to us via the traffic volume study developed for both SMP-39 and SMP-40.

Figure A: Intersection Map Legend
18 The California Department of Transportation assumes a traffic volume increase of three-percent per year, which corresponds to a 1 dBA increase in DNL over a ten-year period.
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Figure B: Traffic Volume Analysis for Intersection 5
Figure C: Traffic Volume Analysis for Intersection 9
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Figure D: Traffic Volume Analysis for Intersection 10
Figure E: Traffic Volume Analysis for Intersection 11
As shown above, the increase in traffic due to the project would be approximately 1 to 2 dBA to the DNL when combined.

Table 10 below summarizes the estimated DNL levels at the closest property plane to the east of the building, under the assumption that the facility would receive its trucking and commuting employee activities during the 24 hours of operation.
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Table 10: Calculated 24-Hour Future Facility Noise at Nearest Noise-Sensitive Land Uses: CNEL/DNL, dBA Nearby Receiving
Locations
Existing Noise
at Receiver
(Residences)
Loading
Docks at
Receiver
Intra-Project
Traffic Noise
Levels at
Receiver
Combined
Existing
plus
Project
Change
(dBA)
East Property Line
(Residences
across Isabel)
67 60 32 69 +2
North Property
Line (Neighboring
Warehouse)
65 65 36 68 +3
The calculated increase in DNL at the residential property line with the project and future traffic noise levels (near term 2025) will be approximately 2 dB. At the northern industrial uses, a DNL 3 dB change is predicted. A change of 3 dB or less is not expected to be noticeable and is not considered significant.

Our calculations of maximum noise levels assume that the trucks operating at the closest docks to the residences will be active at the same proportion as stated above. The noise analysis also assessed the increase in traffic noise levels resulting from project traffic in combination with future traffic noise level increases on the surrounding roadway network resulting from other anticipated development in the region. The resultant cumulative increase is 3 dB. This would not be considered a significant increase to the predicted project operation noise environment.

Future L50Noise Levels
The following assumptions were made about the 24-hour operation of the project in our estimated L50 calculations:
● The volume of expected truck trips is consistent with the truck trip distribution established in item 6 of the Noise Source Analysis and Assumptions section (i.e., a maximum of 5 trucks per hour at nighttime, or 18.8% of trucks between 10:00 pm and 7:00 am). ● The 6- and 10-foot berms will be incorporated into the project. ● Backup alarms are expected to be at a height of approximately 2.5 feet. ● Trucks do not move great distances when their backup alarm is engaged.

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Table 11: Calculated 24-Hour Future Facility L50 Value: L50, dBA Time of Day Estimated L50 Value Criterion L50 Value
Daytime (7am-10pm) 50 dBA 55 dBA
Nighttime (10pm-7am) 45 dBA 50 dBA
Although our calculations of overall operational L50 noise levels do not exceed the allowable values stated by the City (i.e., Policy P1, Objective N-1.5), backup alarm noise may be audible at residences to the east during quieter nighttime hours. It is our understanding that other current similar projects in the vicinity have caused local neighbor complaints due to trucks’ back-up alarms at those locations in the past.

Calculations assumed the source height of these backup alarms to be approximately 2.5 feet from grade.

The incorporation of the proposed 6- and 10-foot-tall berms would adequately obstruct the direct line-ofsight of these backup alarms to the residential receivers. The dimensions of the proposed berms are calculated to reduce intermittent noise levels (such as those produced by backup alarms) by up to 6 dB at the closest residents.

CONCLUSIONS AND COMMENTS

1. Future cumulative project site noise from rooftop HVAC equipment, loading dock-generated noise, stationary trucks, and employee vehicles, is not expected to significantly impact receivers to the east or to the north. The calculated increase in CNEL/DNL for the warehouse receivers to the north will be 3 dB, while the closest residential receivers across Isabel Avenue will have a 2dB increase from the existing environment under the expected 24-hour operations.

A change of 3 dB or less is not considered significant for residents to the east or the commercial neighbors to the north of the project site. A cumulative DNL of 69 dB for the receivers does not exceed the industrial 75 dB DNL threshold defined in Table 9-7 of the Livermore Noise Element as well as the L50 level from Objective N-1.5 of the General Plan.

Considering the 1,025-foot distance between the nearest loading dock and the closest residents, and the trucks being a stationary source rather than a moving vehicle once the leaving the loading dock area of the project site, the city's L50 criterion is not applicable once a truck begins moving closer to the residential area. Given the minority of expected project truck trips conducted in the nighttime 385
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hours (less than 5 trips per hour on average from 10 PM to 7 AM), noise from stationary trucks at the nearest loading dock are expected to comply with the City’s L50 nighttime requirement assuming backup alarms are not continuously operating for more than 30 minutes per hour.

2. Temporary construction noise will impact the residences, and thus, it will be necessary to incorporate mitigation measures such as a 10-foot-tall berm or barrier on the east side of the project to reduce the noise by 10 dB.

3. It is our understanding that there are no State or Federal requirements for noise levels of backup alarms except for OSHA, which only requires them to be “significantly louder” than the surrounding environment. Because the background noise levels around most facilities are not known, manufacturers typically increase the alarm volume to compensate.

Best practices to reduce alarm audibility at the facility to be evaluated would be to require users to limit alarm volume levels, employ signal personnel, lights, and other means to notify people about ongoing truck activities within the facility.
* * *
Cc: Jennifer Freedman ([email protected])
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APPENDIX A: FUNDAMENTAL CONCEPTS OF ENVIRONMENTAL NOISE This section provides background information to aid in understanding the technical aspects of this report.

Many rating methods have been devised to permit comparisons of sounds having quite different spectra.

Although a single sound level value may adequately describe environmental noise at any instant in time, community noise levels vary continuously. Most environmental noise is a conglomeration of distant noise sources, which results in a relatively steady background noise having no identifiable source. These distant sources may include traffic, wind in trees, industrial activities, etc. and are relatively constant from moment to moment. As natural forces change or as human activity follows its daily cycle, the sound level may vary slowly from hour to hour. Superimposed on this slowly varying background is a succession of 387
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identifiable noisy events of brief duration. These may include nearby activities such as single vehicle passbys, aircraft flyovers, etc. which cause the environmental noise level to vary from instant to instant.

To describe the time-varying character of environmental noise, statistical noise descriptors were developed. "L10" is the A-weighted sound level equaled or exceeded during 10 percent of a stated time period. The L10 is considered a good measure of the maximum sound levels caused by discrete noise events. "L50" is the A-weighted sound level that is equaled or exceeded 50 percent of a stated time period; it represents the median sound level. The "L90" is the A-weighted sound level equaled or exceeded during 90 percent of a stated time period and is used to describe the background noise.

For highway noise environments, the average noise level during the peak hour traffic volume is approximately equal to the Ldn.

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With regard to increases in noise level, knowledge of the following relationships will be helpful in understanding the quantitative sections of this report:

Except in carefully controlled laboratory experiments, a change of only 1 dBA in sound level cannot be perceived. Outside of the laboratory, a 3 dBA change is considered a just-noticeable difference. A change in level of at least 5 dBA is required before any noticeable change in community response would be expected. A 10 dBA change is subjectively heard as approximately a doubling in loudness, and would almost certainly cause an adverse community response.
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A1
A1
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Date: March 5, 2024
To: Ashley Vera
From: Debbie Salgado, PE, QSP/QSD
Subject: SMP 39/40 Project
Section 4 of the Engineering Considerations under West Jack London Boulevard is revised to include the following Engineering Consideration:

The widening of West Jack London Boulevard shall include the installation of streetlights. The final layout of the streetlights will be determined by the City Engineer during the development of improvement plans for the street widening. 393
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To: City of Livermore Planning Commission
From: Golden State Environmental Justice Alliance
Subject: SMP 38/39/40 Project EIR
This letter is to serve as further comment in addition to all previously submitted comments and documents by Golden State Environmental Justice Alliance.

CalEnviroScreen Information
CalEnviroScreen is a mapping tool that helps identify California communities that are most affected by many sources of pollution, and where people are often especially vulnerable to pollution’s effects. CalEnviroScreen uses environmental, health, and socioeconomic information to produce scores for every census tract in the state. The scores are mapped so that different communities can be compared. An area with a high score is one that experiences a much higher pollution burden than areas with low scores. CalEnviroScreen ranks communities based on data that are available from state and federal government sources. CalEnviroScreen is updated and maintained by The Office of Environmental Health Hazard Assessment, on behalf ofthe California Environmental Protection Agency.

CalEnviroScreen Data on : SMP 38/39/40 EIR Project Location/Area The above listed project is in census tract (6001451300). Overall, when compared to other census tracts, the project site census tract is in the 83rd percentile regarding pollution. As far as pollution burden is concerned, this census tract is in the 85th percentile. In terms of Ozone, this census tract is in the 85th percentile, Particulate Matter 2.5 98th percentile, Diesel Particulate Matter 41st percentile, Toxic Releases 43rd percentile and Traffic 8 th percentile to name a few.
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Conclusion
Consider the above referenced information when making this important decision. Realize that you and the citizens of this area face some of the WORST POLLUTION in the entire state of California.

It is the responsibility of the City’s elected and appointed officials to make environmentally responsible development decisions. Based on the CalEnviroScreen data, this is more than sufficient evidence of the further air quality impacts that the citizenry of Livermore will continue to encounter with further development of another warehouse. We are not against development, as we believe it is necessary for further economic growth in our current society. Development needs to be conducted with the highest of expectations to ensure the local population does not suffer further air quality burdens.

We stand by our comments and believe the EIR is flawed and should be redrafted and recirculated for public review.

Respectfully Submitted,
Pete Sheehan
Pete Sheehan
GSEJA
395
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Source -
https://experience.arcgis.com/experience/4af93cf9888a424481d2868391af2d82/p age/home/?data_id=dataSource_2-1754d6afdb4-layer-9%3A7306 Glossary of Terms
Ozone - Amount of daily maximum 8-hour Ozone concentration Particulate Matter 2.5 - Annual mean PM 2.5 concentrations Diesel Particulate Matter - Diesel PM emissions from on‐road and non‐road sources Toxic Releases - Toxicity‐weighted concentrations of modeled chemical releases to air from
facility emissions and off‐site incineration.

Traffic -Traffic density, in vehicle‐kilometers per hour per road length, within 150 meters of the census tract boundary.
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From:

Warehouse Project (SMP 40 Project)
Date: Monday, March 4, 2024 5:55:21 PM
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Ashely
Hope this email finds you well.

My name is Ajay Changaran (Sr Director, GWS at Lam Research). I am responsible for Lam’s Global Real Estate portfolio and responsible for all space/land leasing and acquisitions. I had worked with Overton Moore Properties on the leasing of the warehouse (SMP 40 project). I had come and met with the city manager in early 2023 when the landlord was getting ready to submit the applications. I know Tim Cooper who is responsible for the current Lam site in Livermore has been in touch with Brandon Cardwell on this topic as well.

This is a “key” project for Lam and our plans require move in by 1H 2025. I know the landlord is working with the city for approvals and ultimately to start construction so that Lam can hold these move in dates (please see below the dates we were given as critical dates for this project).

We have been in touch with the Economic Development Manager and City Manager on this key project over the last few months. Tim and I had planned to attend the planning committee meeting tomorrow but due to some last minute conflicts that have come up for us we are unable to attend.

We wanted to ensure we request the committee’s support of this project and to ensure that we get your support to keep the timelines below so that we can ensure our project doesn’t get impacted.

CEQA Process
Planning Commission 3/6/24
City Council Meeting 3/26/24
City Council Meeting 4/8/24 – Second reading and adoptions are fully approved.

Resolutions available to submit to LAFCO for the application 3/28/24 City to submit LAFco application on 3/29/24. OMP is preparing all of the documents and exhibits for the City.

LAFco meeting end of April ( This depends on whether PG&E and Cal Trans consents to the LAFCO application). To date, PG&E and Caltrans have not provided their consent letters.

Final Map goes to City Council for approval in June. Need final map to be approved before we can pull a building permit.

Plan Approvals/Construction Docs
Received 1st plan check comments from City of Livermore two weeks back.

After Planning Commission approval, OMP will select fire sprinkler contractor for design build Item 5.1
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as well as electrical contractor to order the switch gear (40-50 week lead time).

OMP re-submits on-site and offsite plans by 3/26/24
2nd plan check comments received by City 4/26/24
OMP submits final plan check comments 5/8/24
City issues grading permit 6/15/24- After appeal of LAFCO period expires. Grading will take 30 days.

City issues building permit in July.

Please don’t hesitate to reach out if you have any questions. Tim and I will be happy to come and meet with your team next week or based on your availability. We appreciate your help and support of this project for Lam.

Thanks
Ajay Changaran
Sr Director, Global Workplace Solutions
Lam Research
LAM RESEARCH CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files, or previous e-mail messages attached to it, (collectively, "E-mail Transmission") may be subject to one or more of the following based on the associated sensitivity level: E-mail Transmission (i) contains confidential information, (ii) is prohibited from distribution outside of Lam, and/or (iii) is intended solely for and restricted to the specified recipient(s). If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this message is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender and destroy the original transmission and its attachments without reading them or saving them to disk. Thank you.

Confidential – Limited Access and Use
Item 5.1
Public Comment
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From: Lloyd, Michael
To: Ashley Vera; Planning Web Email
Subject: OMP Oaks Business Park SMP 39 & 40
Date: Tuesday, March 5, 2024 10:39:00 AM
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Ashley and Planning commission,
I have been a commercial real estate broker in Livermore for over 35 years and an owner of commercial real estate Industrial buildings and retail buildings in Livermore. I am in favor of OMP Oaks Business Park SMP 39 & 40 which will hopefully have Lam Research as their tenant in a 471,496 SF building. A lot of my Advanced Manufacturing clients that are located in Livermore have business relationships with Lam Research like FM Industries ( Owner of two buildings and have over 150 employees) and Teco Technology ( Owner of one building) .

Appreciate your support and please reach out to me if you have any questions.

Michael Lloyd, SIOR
Executive Vice President | Northwest Region | Tri-Valley colliers.com | View Privacy Policy
Item 5.1
Public Comment
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From: Shaffer, Chris
To: Ashley Vera
Subject: OMP Oaks Business Park
Date: Tuesday, March 5, 2024 11:14:41 AM
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Dear Ashley,
I am writing you tonight to ask for your support of the OMP Oaks Business Park projects at SMP, 39 and 40. I have been a broker for the past 35 years working in the East Bay and specifically the City of Livermore. Over the last 25 years, I have represented Lam Research. Lam purchased the KLA Tencor facility at 1 and 101 Portola Ave(2005) for their growth out of Silicon Valley. Building One at Oaks Business Park will again support their growth for current manufacturing operations and other facilities throughout the United States. Lam's search for a facility was both in and out of the Bay Area and if Building One at Oaks Businees Park was not available Lam would have had to potentially relocate all the existing and new jobs outside of Livermore.

As a broker, growth of the existing Industrial Base of Product is imperative for Companies planning to locate in any Market and especially in Livermore which provide such a diverse City for new employees.

Once completed both SMP 39 and 40 will add nearly 1.5 million ft. of warehouse distribution office light industrial and advanced manufacturing buildings to the market. This was instrumental in the decision for Lam Research to expand in Livermore.

The project is also providing a contribution for access of $750,000 for the Arroyo, Mucho Trail connection and $100,000 over two years towards the Marketing and Branding for the City of Livermore and working in collaboration of the office of innovation and economic development to promote advanced manufacturing in high job generating employment.

Again, I asked that you support this project and recommend moving forward with the City Council. Thank you.

Chris
Chris Shaffer
Senior Managing Director

NEWMARK KNIGHT FRANK
Item 5.1
Public Comment
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Allen Matkins Leck Gamble Mallory & Natsis LLP
Attorneys at Law
865 South Figueroa Street, Suite 2800 | Los Angeles, CA 90017-2543 Telephone: 213.622.5555 | Facsimile: 213.620.8816
www.allenmatkins.com
Margaret R. Akerblom
E-mail: [email protected]
Direct Dial: 213.955.5623 File Number: 394720.00001/4876-3208-5931.3 Los Angeles | Orange County | San Diego | Century City | San Francisco | New York Allen Matkins
Via Electronic Mail
March 5, 2024
Planning Commission
City of Livermore
1016 S. Livermore Ave.

Livermore, CA 94550
Re: Public Comment on SMP-39 and SMP-40 Project
Planning Commission Meeting March 5, 2024
Planning Commission of the City of Livermore:

We represent El Charro Spur LLC, which owns the approximately 69-acre parcel (“ECS Property”) directly south of and abutting the SMP-40 property, which is the subject of the proposed SMP-39 and SMP-40 project before the Planning Commission on March 5, 2024. On behalf of El Charro Spur LLC, we submit this public comment regarding the SMP-39/SMP-40 project. As explained in more detail below, the SMP-39/SMP-40 project proposes in part to construct a public trail along the Arroyo Mocho that will create a significant health and safety hazard that was not acknowledged or studied in the project’s Environmental Impact Report (SCH# 2023010091) (“EIR”) nor addressed in the project’s conditions of approval.

Enclosed with this letter is a copy of Exhibit C to the proposed Development Agreement for SMP-40, which we have annotated for illustrative purposes. Exhibit C depicts that the SMP39/SMP-40 project will include construction of a public trail running along the southern and western property lines of the SMP-40 property. This proposed public trail on the SMP-40 property proposes to continue at the southeast corner of the SMP-40 property onto the Alameda County Flood Control and Water Conservation District (Zone 7) property abutting the SMP-40 property’s eastern property line, proceeding northeasterly, along the course of Zone 7’s present maintenance road, which is not currently accessible to the public. Evidently, the proposal entails opening the Zone 7 maintenance road for the public’s use as a trail. The proposed public trail would follow the course of the Arroyo Mocho, which passes through the Zone 7 property and along the northern edge of the ECS Property.

Exhibit C indicates that a chain link fence will be constructed along the northern and southern edges of the trail segment on the SMP-40 property. When the trail reaches the Zone 7 property, the northerly fence will connect to an existing Zone 7 fence that lies north of the 402
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Allen Matkins Leck Gamble Mallory & Natsis LLP
Attorneys at Law
Planning Commission
March 5, 2024

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maintenance road. However, Exhibit C shows that the southerly fence will simply end at the Zone 7 property. This means that, if the path is constructed as shown in Exhibit C, members of the public using the trail would be able to simply leave the Zone 7 portion of the proposed path and enter the Arroyo Mocho which is immediately adjacent south of the path, without restriction. This in turn would permit members of the public to head west through the Arroyo Mocho onto El Charro Spur’s private property without restriction, and further west, access the active mining operations of Vulcan Materials on the properties north and west of the ECS Property. The public cannot currently access these areas because the Zone 7 property, and maintenance road, are fenced off. The annotations on Exhibit C that we have added are intended to show the locations of the ECS Property, Zone 7 property, and mining properties.

Providing the public unfettered direct access to the Arroyo Mocho, private property and an active mining operation, both in the dry months and in the rainy season when it regularly carries high water volumes, are health and safety hazards that must be considered as part of the SMP39/SMP-40 project. However, the EIR does not address the fact that the proposed trail may be creating this dangerous public safety hazard. The EIR discusses the potential routes for the trail (see, e.g., EIR p. 3-22), but it does not analyze the risk posed by providing public access to the Arroyo Mocho and mining properties to the west nor what safety features the trail would have, such as fencing, to protect members of the public using it. The SMP-40 Development Agreement and the SMP-39/SMP-40 project conditions of approval also do not address how this safety issue will be mitigated. At minimum, the conditions of approval should require the project applicant to work with Zone 7 to ensure that a fence is constructed on the Zone 7 property south of the trail so that the fence south of the path on the SMP-40 property can connect to it. The ECS Property owner and the owner of the mining properties cannot themselves block access to their properties from the proposed public path because they cannot construct obstructions within the Arroyo Mocho. That is why public access must be contained continuously along the path on the Zone 7 property.

We ask that the Planning Commission consider the safety issues raised by this letter when evaluating the SMP-39/SMP-40 project and recommend appropriate conditions and mitigation measures to address them.

Regards,
Margaret R. Akerblom
MRA
Enclosure
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Zone 7 Property
Mining Properties
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ATTACHMENT
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City Clerk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
(Space Above This Line Reserved for Recorder’s Use Only)

PRE-ANNEXATION AND DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF LIVERMORE
AND
LIVERMORE INDUSTRIAL PARTNERS 39, LLC; AND SMP-39, LLC
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PRE-ANNEXATION AND DEVELOPMENT AGREEMENT (DA
21-001)
[SURFACE MINING PERMIT (SMP) 39/40 PROJECT – SMP 39
PROPERTY]
This Pre-annexation and Development Agreement (“Agreement”) is entered into on __________, 2024 between the City of Livermore, a municipal corporation (“City”), Livermore Industrial Partners 39, LLC (“Developer”) and SMP-39, LLC (“Seller”). The City, Developer, and Seller are sometimes referred to below each individually as a “Party” and collectively as the “Parties.”

RECITALS
This Agreement is based on the following facts:

A. The City has the authority to enter into a development agreement under Government Code section 65864 et seq. (“Development Agreement Statutes”) and Chapter 9.04 of the Livermore Development Code to vest certain rights to the Developer and to meet certain public purposes of the local government.

B. Seller owns approximately +/- 51.9 acres located on Jack London Boulevard, west of Oaks Business Park and south of Livermore Municipal Airport (commonly referred to as “SMP 39” or, for purposes of this Agreement, “SMP 39 Property”), which is the subject of this Agreement. SMP-40, LLC, an affiliate of Seller owns approximately +/- 41 acres (commonly referred to as “SMP 40”. The aforementioned SMP numbers reference the Surface Mining Permit (SMP) numbers applicable to each site. The Surface Mining Permits for each of the sites were approved by Alameda County in 2004 to allow for the extraction of sand and gravel (i.e., aggregate) within the sites; however, aggregate mining has not occurred within either of the sites.

C. Four additional parcels that total approximately +/- 12.9 acres are located east of SMP 40 and are included in the overall project area (as set forth in more detail in Recital F and referred to as the “Additional Annexation Only Parcels”). The City has chosen to include the parcels in the proposed annexation area for purposes of efficiency and to create logical boundaries.

D. Seller owns certain real property consisting of one parcel (Assessor Parcel Number (APN) 904-0003-001-04) and is situated in Alameda County, within the City of Pleasanton’s Sphere of Influence (“SOI”) and the City of Livermore’s South Livermore Urban Growth Boundary (“UGB”). The SMP 39 Property is zoned Agricultural by Alameda County and has a County General Plan designation of Industrial. SMP 39 has a City of Livermore General Plan designation of Open Space/Sand and Gravel. The Developer is required to change the SOI for SMP 39 from the City of Pleasanton to the City of Livermore and to annex SMP 39 into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

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The SMP 39 Property is described more specifically in the attached Exhibit A. The SMP 39 Property does not include property located within SMP 40 or the Additional Annexation Only Parcels, as described in Recitals D (above) and F (below). Development of the SMP 39 Property is described in Recitals G and H, below, and set forth in more detail in Exhibit B (SMP 39 Development Description) and Exhibit C (Conceptual Site Plan for the SMP 39 Property).

Developer is in contract to purchase SMP 39 Property from Seller, and under that contract has the primary rights and obligations regarding application for and funding the Entitlements, described below in Recital I, for the SMP 39 Property as set forth in this Agreement. Developer is required to annex the SMP 39 Property into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

E. SMP-40 LLC, an affiliate of Seller, owns certain real property consisting of one parcel (APN 904-0010-002-02) and is generally located south of Oaks Business Park, at the south end of Atlantis Street and Challenger Street (“SMP 40” or “SMP 40 Property”). It is situated in Alameda County and is within the City of Livermore’s SOI and the City of Livermore’s South Livermore UGB. SMP 40 is zoned Agricultural by Alameda County with a County General Plan designation of Industrial. SMP 40 has a City of Livermore General Plan designation of Open Space/Sand and Gravel.

F. Four additional parcels (APNs 904-0010-002-03, -5, -7, and -8) are within unincorporated Alameda County, the City of Livermore SOI, and the City of Livermore South Livermore UGB (“Additional Annexation Only Parcels”). APN 904-0010-002-03 is an approximately 0.20-acre parcel owned by the Pacific Gas and Electric Company (PG&E) and is developed with existing PG&E infrastructure. APN 904-0010-002-05 is an approximately 5.76- acre parcel owned by the Zone 7 Water Agency and serves as a flood control channel. APN 904- 0010-002-07 is an approximately 1.57-acre parcel owned by the California Department of Transportation (Caltrans) and is currently undeveloped. APN 904-0010-002-08 is an approximately 5.46-acre parcel owned by the City of Livermore and is currently undeveloped with scattered trees throughout the parcel. The City of Livermore General Plan designates the Additional Annexation Only Parcels as Open Space/Sand and Gravel. The Additional Annexation Only Parcels are also within the East County Area Plan of the Alameda County General Plan, which designates the parcels as Industrial. The parcels are zoned Agriculture by Alameda County. The Developer is required to annex the Additional Annexation Only Parcels into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

G. Due to their interrelated nature, activities involving SMP 39, SMP 40, and the Additional Annexation Only Parcels (together, the “SMP 39/SMP 40 Project”) are considered in a single Environmental Impact Report (“EIR”) (SCH #2023010091) for purposes of the City’s environmental review under the California Environmental Quality Act (“CEQA”). The SMP 39/SMP 40 Project evaluated in the EIR includes a SOI amendment for SMP 39 and a General Plan Amendment, Pre-zoning and Annexation, Zoning Map Amendment/ Planned Development, Vesting Tentative Subdivision Maps, Pre-Annexation Agreements, and Development Agreements for SMP 39 and SMP 40. A Site Plan Design Review entitlement is also included for SMP 40. The SMP 39/SMP 40 Project evaluated in the EIR also includes annexation of the Additional Annexation Only Parcels.

EXHIBIT D
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H. SMP 39 and SMP 40 shall be developed with light industrial development uses consistent with the City’s Low-Intensity Industrial General Plan designation, including research and development, professional and administrative offices, experimental and testing laboratories, manufacturing of electronic and other high-end complex products, a limited amount of warehouse and distribution, and similar uses as stated in PD-I 22-001, the zoning for the property (Exhibit D). The SMP 39/SMP 40 Project includes (i) on SMP 39, approximately six light industrial buildings consisting of up to 755,500 square feet (sf) of development and, (ii) on SMP 40, two light industrial buildings consisting of up to 759,275 sf of development. Exhibit C shows the conceptual site plan for the SMP 39 Development. Developer and City intend that separate Pre-annexation and Development Agreements will be entered into for SMP 39 and SMP 40, respectively, in order to segregate the rights and obligations related to each property. This Agreement, as reflected herein, addresses the SMP 39 Property and no other property.

I. The Developer has applied for the following entitlements (“Entitlements”) for the SMP 39 Property from the City of Livermore as required under the Livermore Development Code, to be vested in accordance with this Agreement pending a SOI change and annexation of the SMP 39 Property into the City of Livermore:
• General Plan Amendment (GPA 21-001) to change the City of Livermore designation of SMP 39 and SMP 40 from Open Space/Sand and Gravel (OSP/S&G) to Low-Intensity Industrial (LII) and to change the City of Livermore designation of the Additional Annexation Only Parcels from Open Space/Sand and Gravel (OSP/S&G) to Parks, Trailways, Recreation Areas (OSP) (the “General Plan Amendment” or “GPA”);
• Pre-zoning of SMP 39 and SMP 40 (DCA 21-005, ZMA 21-002 and PD-I 22- 001) by (i) amending the City’s zoning map to rezone SMP 39 and SMP 40 to the Planned Development - Industrial (PD-I) 22-001 zoning district, which includes the “Planned Development Standards” described more fully in attached Exhibit D; and (ii) pre-zoning the Additional Annexation Only Parcels to Open Space Flood Plain (the “Prezoning”). The Prezoning shall become effective with respect to SMP 39, SMP 40, and the Additional Annexation Only Parcels upon their annexation to the City in accordance with California Government Code section 65859;
• SOI Amendment and Annexation (APZ 21-003) authorizing submittal of an application to the Alameda County Local Agency Formation Commission (“LAFCo”) to (i) include SMP 39 within the City of Livermore’s SOI (and remove SMP 39 from the City of Pleasanton’s SOI); and (ii) annex SMP 39, SMP 40, and the Additional Annexation Only Parcels from Alameda County into the City;
• Vesting Tentative Tract Map 8656 (SUB 21-008) authorizing the creation of six development parcels for the SMP 39 Property, (the “Tentative Map”); and DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 409
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• This Pre-annexation and Development Agreement (DA 21-001) to vest certain rights to the Developer and to provide specific public benefits that meet certain public purposes of the local government.

In addition to the above listed Entitlements, an EIR (SCH #2023010091) for the SMP 39/SMP 40 Project has been prepared in accordance with CEQA to evaluate potential impacts to the environment of the SMP 39/SMP 40 Project, including the Entitlements.

J. The City Council finds that the SMP 39/SMP 40 Project is in the public interest; will establish land uses compatible with the physical nature of the SMP 39 Property and the surrounding area; will generate light industrial development and activity to meet local and regional goals; and will provide certain substantial public benefits and help attain certain other public objectives including, without limitation: (i) including construction of and a $750,000 financial contribution toward off-site trail improvements, creating connections to the City’s existing trail networks as identified in the Active Transportation Plan (“ATP”); and (ii) a commitment to the funding of $100,000, payable over a two-year term in increments of $50,000 per year, to facilitate uses that support an innovation-driven economy, generate high wage jobs, or generate substantial sales tax revenues as determined by the Director of Innovation and Economic Development. Items (i) through (ii) above, and as described more fully in Section 4, are collectively referred to as the “Public Benefits”).

K. This Agreement will promote and encourage the SMP 39 Development by providing the Developer and its creditors with a greater degree of certainty of the Developer’s ability to expeditiously and economically complete the development effort for the SMP 39 Property, and the Parties agree that the consideration to be received by the City pursuant to this Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and the Developer. By entering into this Agreement, the City desires to allow the Developer to design, apply for, and if approved to develop the SMP 39 Property pursuant to this Agreement, the land use ordinances, rules, regulations, and policies applicable on the “Effective Date,” as defined in Section 2, and to vest in Developer, upon annexation, to the fullest extent possible under the law, development entitlements in order to complete the SMP 39 Development, consistent with Section 5(c) of this Agreement.

L. The SMP 39 Development has been extensively reviewed and considered by the City and its officers, agencies, and departments. The proposed uses have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest and to enhance the desirability, from the public's perspective, of the SMP 39 Development.

M. The City conducted duly noticed public hearings on this Agreement pursuant to Government Code section 65867 and Livermore Development Code sections 9.04.040 and

9.04.050 and found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general land uses, and programs specified in the City’s General Plan and Livermore Development Code.

EXHIBIT D
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N. This Agreement was adopted by ordinance of the City Council on ___________, 2024 and approved upon a second reading on ___________, 2024 after notice and public hearings before the Planning Commission and City Council, and after City Council certification of an EIR in accordance with CEQA, Public Resources Code section 21000 et seq.

NOW, THEREFORE, the City and Developer hereby agree that the aforementioned recitals are true and correct and incorporated by reference as fully set forth below, and further agree as follows:

1. The Property. The SMP 39 Property is described in Exhibit A, attached hereto. The SMP 39 Development includes six light industrial buildings consisting of up to 755,500 sf of development. A comprehensive description of the SMP 39 Development is in attached Exhibit B (SMP 39 Development Description) and Exhibit C (Conceptual Site Plan for the SMP 39 Property). A future Site Plan Design Review land use entitlement will be required to be approved prior to the development of SMP 39.

2. Effective Date. The effective date of this Agreement (the “Effective Date”) is the later of (a) thirty (30) days after the date the Ordinance approving this Agreement is adopted by the City Council and attested by the City Clerk, or (b) if a referendum petition is timely and duly circulated, filed and qualified by the Elections Official, the date the election results on the ballot measure by City voters approving this Agreement are certified by the City Council in the manner provided by the Elections Code. This Agreement shall be executed by the City within ten (10) days after the Effective Date and recorded as provided in Government Code Section 65868.5.

3. Term. The term of this Agreement is ten (10) years (“Term”), beginning on the date annexation proceedings for SMP 39, SMP 40, and the Additional Annexation Only Parcels are complete (“Annexation Date”). The Agreement may be extended as provided for in the Development Agreement Statutes and the Livermore Development Code, subject to the written consent of the City and Developer. The terms of the Entitlements shall be automatically extended such that the Entitlements remain in effect for any extended Term.

Following the expiration of the Term, or the earlier completion of development of the SMP 39/SMP 40 Project and all of Developer’s obligations in connection therewith, or the failure of SMP 39, SMP 40, or the Additional Annexation Only Parcels to be annexed into the City of Livermore in accordance with Section 5(g) of this Agreement, this Agreement shall be terminated and of no further force and effect, subject, however to the provisions of Section 10 and Section 16.

4. Developer Obligations; Schedule of Performance. The Developer shall comply with the requirements set forth in the Schedule of Performance and tasks listed below. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing between the City and the Developer, which shall be accomplished through a separate document and without the need to amend this Agreement. The City Manager shall have the authority to approve on behalf of the City any revision to a date in the Schedule of Performance that he or she deems appropriate, provided that the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 411
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revision extends the performance deadline for a time period no longer than one year.

Developer shall comply with the following Schedule of Performance:
a. Developer shall initiate and pay all costs associated with timely applications for the SOI amendment for SMP 39 and the annexation for SMP 39, SMP 40, and the Additional Annexation Only Parcels, which shall be reviewed by the appropriate decision-making bodies for each parcel, which may include the City of Pleasanton, Livermore City Council and Alameda County LAFCo.
b. The SMP 39 Development includes installation of an Emergency Vehicle Access and Storm Drain main on City owned land subject to FAA regulations and requirements.

The use of the City owned land shall be subject to additional requirements including but not limited to FAA approval, Consistency Determination, compensation for use of City land, appraisals, and additional mapping. All actions necessary for the project’s use of City owned land shall be processed prior to the filing of the Final Map for SMP 39.
c. Developer shall pay a $100,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department for marketing SMP 39 for the desired land uses identified in PD-I 22-001.
i. Prior to issuance of the first building permit for the SMP 40 Property, the Developer shall pay an initial $50,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department, which is to be used towards marketing SMP 39 for the desired land uses identified in PD-I 22-001.
ii. Developer shall pay a second $50,000 contribution to the City of Livermore Office of Innovation and Economic Development Department no later than one (1) year following the receipt of the initial $50,000 contribution, to be used toward further marketing SMP 39 for the desired land uses identified in PD-I 22-001.
iii. The SMP 40 Development Agreement contains the same contribution requirements in Section 4(b) of that agreement. For avoidance of doubt, there is a total $100,000 obligation between the two Development Agreements and a payment under one Development Agreement shall automatically satisfy this obligation under the other Development Agreement.
iv. The Development Agreement for the SMP 40 property (DA 23-002) describes the Developers requirements related to the off-site trail improvements. In the event that the development of SMP 39 proceeds in advance of the development of SMP 40, the Developer is required to amend this Development Agreement and DA 23-002 prior to issuance of any building permit for SMP 39, in accordance with Livermore Development Code Chapter

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5. Vested Development Rights. Subject to annexation into the City and the terms of this Agreement, SMP 39 Development shall vest in accordance with this Agreement, and the Developer has the right to develop and use the SMP 39 Property in accordance with:
a. The City’s General Plan and the Livermore Development Code in effect on the Effective Date and the Entitlements in effect on the Annexation Date; b. All other City policies, ordinances, resolutions, rules, regulations, and standards applicable to development or use of the SMP 39 Property on the Effective Date, except that Developer shall:
(1) Pay the processing and development impact fees applicable City-wide that are in effect at the time the fees are paid. Payment for said fees shall be made prior to issuance of any building permits. (2) Comply with Building Code requirements in effect on a City-wide basis at time of Building permit submittal;
(3) Comply with construction and technical design standards or specifications for public improvements that are applicable City-wide at time of Building permit submittal;
(4) Comply with changes in City laws, regulations, plans, or policies applicable City-wide, the terms of which are found by the City Council, based on substantial evidence, to be necessary to protect members of the public from a condition dangerous to public health or safety; (5) Comply with a change in City law, regulations, plans, or policies that is:
i. Specifically mandated by state or federal law, or by any regional governmental agency that has legal authority over the City under state law or a joint powers agreement; or
ii. A result of or in response to state or federal law, or regional agency action, made necessary in order for the City to avoid losing or not receiving substantial funding or other substantial public benefits or facilities that would be available to the City only if it makes such a change; or
iii. Specifically mandated by, or necessary for compliance with or implementation of, the terms of any permit, entitlement, or other authorization necessary for the development of the Property that is issued or granted to the City, County, and/or Developer by any federal, state or regional agency;
(6) Following any subsequent environmental review, comply with required mitigation measures; and
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d. In the event that Developer applies for any subsequent entitlements, including but not limited to a Site Plan Design Review for the SMP 39 Property, subsequent entitlements shall be subject to the City’s ordinances, rules, regulations and policies in effect on the date of submittal of the subsequent entitlements. e. If there is any inconsistency between this Development Agreement and a permit or entitlement issued for the SMP 39 Property, this Development Agreement shall control.
f. Developer acknowledges that execution of this Agreement by the City does not constitute approval of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation, and approval process in accordance with the limitations set forth herein.
g. Upon annexation of SMP 39 and 40, Developer agrees that all mining permits previously granted by Alameda County on the SMP 39 and SMP 40 properties shall be forfeited, and no mining operations shall occur on the SMP 39 Property or the SMP 40 Property. No later than 60 days from the date LAFCo approves annexation of the SMP 40 Property, subject to any extension granted by the City, Developer shall coordinate with Alameda County to complete any final actions required to remove the mining permits and all associated permissions related to mining operations from the SMP 39 and SMP 40 properties.
h. The Parties agree that the obligations set forth in this Agreement are conditioned upon the passing of a City Council Resolution authorizing submittal of an application to LAFCo for SOI and Annexation, the filing of an application with LAFCo to modify the SOI for SMP 39, annex SMP 39, SMP 40 and the Additional Annexation Only Parcels, requesting waiver of notice, hearing and protest from LAFCo, subject to LAFCo approval. Furthermore, the Parties also agree that the obligations set forth in this Agreement are conditioned upon the approved and finalized SOI modification and annexation of the SMP 39 and SMP 40 Properties and the Additional Annexation Only Parcels into the City of Livermore. Upon approval of the SMP 39/SMP 40 Project by the City, the City agrees to act in good faith, in collaboration with the Developer, to support and timely process the annexation application with LAFCo.

The Developer shall be responsible for all costs associated with annexation, including but not limited to preparation of the LAFCo application, LAFCo application submittal fees, and any other City-related annexation fees. Annexation of SMP 39, SMP 40, and the Additional Annexation Only Parcels shall be completed no later than 18 months from the Effective Date of this Agreement, unless extended by written agreement of the Parties. If the annexation is not completed within this time period, subject to any agreed upon extension, the Agreement is null and void. i. Developer shall not dispute or challenge the validity of the Pre-annexation and Development Agreement for SMP 40. Any legal challenge to the validity or enforceability of the Pre-annexation and Development Agreement for SMP 40 shall constitute a legal challenge to the Pre-annexation and Development Agreement for SMP 39 and the SMP 39/SMP 40 Project. In the event of a valid legal challenge, this DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 414
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Agreement shall be terminated after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw or abrogate the City’s approval of this Agreement or the Pre-annexation and Development Agreement for SMP 40.

7. Periodic Review. Review of this Agreement shall be made annually, consistent with Government Code section 65865.1 and Livermore Development Code Chapter 9.04.

8. Amendments. The Agreement may be amended in writing by the Parties, by mutual agreement, consistent with the procedures set forth in the Development Agreement Statutes and the Livermore Development Code, as they are amended from time-totime.

9. Force Majeure. The Term of this Agreement shall be extended by, and the performance by any Parties of their obligations hereunder (other than for payment of money) shall be excused during, any period of “Force Majeure” as hereinafter defined. “Force Majeure” means a delay caused by any labor disputes or strikes, labor or material shortages or embargoes, pandemic, fire, unusual delay in transportation, earthquakes, floods, tornadoes or extreme wind or other adverse weather conditions not reasonably foreseeable by Developer, or material adverse underground conditions not reasonably foreseeable by Developer.

10. Remedies for Default. If a Party is in default under this Agreement, another Party may pursue one or more of the following courses of action after providing 30 days’ written notice to the purportedly defaulting Party (or such longer period as may be required to cure the default, so long as such Party commences the cure within such 30-day period and diligently pursues the cure to completion): (a) waive the default; (b) in the City’s case, pursue administrative remedies, including denial or otherwise withholding issuance of building permits, certificates of occupancy, or other approvals; (c) pursue judicial remedies; or (d) terminate this Agreement. Any purported default by a Party hereunder shall be subject to, and tolled by, any event of Force Majeure that prevents such Party from performing the act necessary to avoid or cure such purported default. Any such tolling shall end at the termination of the event of Force Majeure.

Upon termination of this Agreement as to the SMP 39/SMP 40 Project, at the request of Developer, the City shall record a Notice of Termination for each affected parcel in a form satisfactory to the City Attorney in the Office of the Alameda County DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 415
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Recorder. In the event this Agreement is terminated, neither party shall have any further rights or obligations hereunder except for those obligations of Developer set forth in Section 12 (No Damages Relief) and Section 16 (Legal Action; Attorneys’ Fees).

12. Mortgagee Protection.
i. This Agreement shall not prevent or limit Developer in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust, or other security device securing financing with respect to the Property (“Mortgage”).

This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and inure to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”) who acquires title to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise.
ii. Liability for Past Defaults. Any Mortgagee, including the successful bidder at a foreclosure sale, who takes title and possession of the Property, or any portion thereof, pursuant to such foreclosure, shall take the Property, or portion thereof, subject to the provisions of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Property by such Mortgagee. Notwithstanding the preceding sentence, in no event shall any such Mortgagee or its successors or assigns be entitled to a building permit, final inspection, or occupancy certificate until all fees and other monetary obligations due under this Agreement have been paid to the City and any other existing defaults under this Agreement that are reasonably subject to cure are cured.
iii. Notice of Default to Mortgagee; Right of Mortgagee to Cure. If City receives a notice from a Mortgagee requesting a copy of any Notice of Default given to Developer hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by City that Developer has committed a default. If the City makes a determination of noncompliance hereunder, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereof on Developer. Each Mortgagee shall have the right (but not the obligation) during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City’s notice.

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13. No Damages Relief. The Parties acknowledge that the City would not have entered into this Agreement were it exposed to damages claims from Developer for any breach thereof. As such, the Parties agree that in no event shall Developer be entitled to recover damages against City for breach of this Agreement. To the extent permitted by law, specific enforcement of this Agreement, including specific performance of Developer’s payment obligations set forth in Sections 4(b) and 4(c), is the proper and desirable remedy.

14. Recordation: Binding Effect. This Agreement shall be recorded in the office of the Alameda County Recorder and shall be binding upon and inure to the benefit of any successors in interest to the Parties. The Parties acknowledge that, as of the date of preparing this Agreement, the Property is owned in fee by Seller and that Seller shall have all rights and obligations of “Developer” under this Agreement.

15. Release Upon Transfer. Upon the sale, transfer, or assignment, in whole or in part, of Developer’s right and interest to all or any portion of the Property, Developer shall be released from its obligations hereunder with respect to the portion so conveyed, provided: (i) Developer (or transferee) was not in default of this Agreement at the time of conveyance, (ii) Developer provided to City prior written notice of such transfer, and (iii) with respect to sale or transfer of any lot that has not been fully improved, the transferee executes and delivers to City a written assumption agreement in which: (a) the name and address of the transferee is set forth, and (b) the transferee expressly assumes the obligations of Developer under this Agreement as to the portion of the Property conveyed. Failure to deliver a written assumption agreement hereunder shall not negate, modify, or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

16. Timing of Development.
a. Because the California Supreme Court held in Pardee Construction Co. v.

City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the Parties’ intent to avoid that result by acknowledging, that unless provided for in this Agreement, Developer shall have the right (without obligation) to develop the Property in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment, subject to the terms, requirements and conditions of the Entitlements and this Agreement.
b. Developer will use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing Developer’s business decision, to commence or to continue development, and to develop the Project in a regular, progressive, and timely manner in accordance with the terms, requirements and conditions of the Entitlements and this Agreement.

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17. Legal Action; Attorneys’ Fees. If the City chooses to defend any third party claim or suit challenging any action taken by the City with regard to this Agreement or any procedure or aspect of the City’s approval of the development of the SMP 39 Development, including the environmental review process, the Developer in its capacity as either Developer or owner of the Property agrees to reimburse the City for the City’s reasonable attorneys’ fees, expert witness fees, and related costs as the City may incur in connection with its retention of outside counsel, and for any award of court costs or fees against the City. The City has the right to choose and retain such legal counsel as the City deems appropriate. After expenses reach $100,000, and each $100,000 thereafter, the Parties will confer to review the status of the litigation and their options for proceeding or settling, and they will negotiate in good faith about how the expenses will be allocated. The Developer, in its capacity as the Developer or owner of the Property, shall have no obligation to reimburse the City for costs incurred after the date on which the Developer or owner of the Property give the City written notice of their decision to settle a case, even if the City does not agree to the settlement. If legal action is brought by one of the Parties to enforce a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees, expert witness fees, and court costs.

18. Notices. The address of each party for the purpose of all notices permitted or required by this Agreement is as follows:

To City: City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: Community Development Director
and Ashley Vera, Senior Planner
With a copy to: City Attorney
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
To Developer: Overton Moore Properties
19700 South Vermont Avenue, Suite 101
Torrance, CA 90502
Attention: Timur Tecimer
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, CA 94111
Attention: Christian Cebrian
To Seller: SMP-39, LLC
1459 18th St #317
San Francisco, CA 94107
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Attention: Jennifer Jimenez-Cruz
With a copy to: Allen Matkins
Three Embarcadero Center
12th Floor
San Francisco, CA 94111
Attention: Marshall Wallace
The written address of each Party set forth above may be changed by written notice given not less than five (5) days prior to the date such change is to be in effect. All notices under this Agreement shall be in writing, shall be properly addressed, and shall be sent by personal delivery, United States mail (registered, certified, or Express Mail, return receipt requested and postage prepaid), or by overnight courier delivery service. All such notices shall be considered delivered: (i) if personally delivered, on the date of delivery; (ii) if sent by United States mail in the manner prescribed above, on the date shown on the return receipt for acceptance or rejection; or (iii) if sent by overnight courier delivery service, on the date of delivery or attempted delivery as shown by the written delivery record of such service.

19. Severability; Choice of Law. If any term, provision, condition, or covenant of this Agreement, or the application thereof to any Party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such term, provision, condition, or covenant, or the application of such term, provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by the laws of the State of California.

20. Covenants Run with the Land. All of the terms, provisions, covenants, conditions, rights, powers, duties and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors and assigns acquiring any portion of the Property and shall inure to the benefit of the parties and their respective heirs, successors and assigns.

21. No Third Party Beneficiaries. This Agreement is entered only for the benefit of the Parties executing this Agreement, their successors in interest. This Agreement is not for the benefit of any other individual, entity or person. Nothing herein shall be construed to create any right of any third party to enforce this Agreement or to seek any benefit therefrom.

22. Time Is of the Essence. Time is of the essence for each provision of this Agreement for which time is an element.

23. Certificate of Compliance. Any Party may, at any time, request that the City indicate in writing: (i) whether this Agreement is in full force and effect; (ii) whether this Agreement has been amended or modified, and if so amended, the nature of any such DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 419
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amendments; or (iii) whether to the best of City’s knowledge the requesting Party is in default in the performance of any of its obligations under this Agreement, and if in default, the nature of any such default. City shall endeavor in good faith to respond to any such request within thirty (30) days following the receipt thereof. The Parties shall be entitled to one certificate of compliance per year without any fee being assessed by the City. For any additional certificates of compliance requested in a single year, the City may charge the requesting party a reasonable fee related to the actual cost to prepare the certificate.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.
[Signatures on following page]
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IN WITNESS WHEREOF, the Parties have signed this Pre-annexation and Development Agreement on the dates indicated below.

DEVELOPER
LIVERMORE INDUSTRIAL PARTNERS 39, LLC
By: ______________________________________
Date: ________________ Title: ________________
SELLER
SMP-39, LLC
By: ______________________________________
Date: ________________ Title: ________________

EXHIBIT D
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Exhibits:

A SMP 39 Property Description
B SMP 39 Development Description
C Site Plan for SMP 39 Property
D Planned Development-Industrial (PD-I) 22-001 Zoning Standards

EXHIBIT D
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Your Reference: Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Printed: 2/22/2022 11:14 AM by <<User Initials>> lPrelm (DSI Rev. 9/13/16) Page 3 Order No.: 36300782-363-LB-KD

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LIVERMORE, IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

ALL THAT REAL PROPERTY SITUATE IN THE SANTA RITA RANCHO, ALAMEDA COUNTY, CALIFORNIA, BEING A PORTION OF THE LAND DESCRIBED AS PARCELS 1 AND 2 IN THE GRANT DEED TO PLEASANTON GRAVEL COMPANY, A CALIFORNIA CORPORATION, AS RECORDED DECEMBER 15, 1977, ON REEL 5181, AT IMAGE 177 (SERIES NO. 77-247154), ALAMEDA COUNTY RECORDS, BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 1; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1, SOUTH 00° 28' 57" WEST, 1000.01 FEET MORE OR LESS TO A POINT DISTANT 1000 FEET SOUTHERLY OF, MEASURED AT RIGHT ANGLES, TO THE NORTHERLY LINE OF SAID PARCELS 1 AND 2 AND THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE PARALLEL TO THE NORTH LINE OF SAID PARCELS 1 AND 2, SOUTH 89° 24' 17" EAST, 4493.91 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG THE EAST LINE OF SAID PARCEL 2, SOUTH 00° 16' 36" WEST, 469.21 FEET; THENCE LEAVING SAID EAST LINE, SOUTH 89° 39' 52" WEST, 4496.04 FEET TO INTERSECT THE WEST LINE OF SAID PARCEL 1; THENCE ALONG THE SAID WEST LINE, NORTH 00° 28' 57" EAST, 542.25 FEET TO THE POINT OF BEGINNING.

ASSESSOR'S PARCEL NO. 904-0003-001-04

EXHIBIT A
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SMP 39 Development Description
Assessor Parcel Number 904-3-1-4 is also known as SMP 39 (“SMP 39 Property”). The aforementioned SMP number references the Surface Mining Permit (SMP) numbers applicable to the site. The Surface Mining Permit for the SMP 39 Property was approved by Alameda County in 2004 to allow for the extraction of sand and gravel (i.e., aggregate) within the site; however, aggregate mining has not occurred within the SMP 39 Property. The SMP 39 Property is approximately 51.9 acres and is located within unincorporated Alameda County, the City of Pleasanton (SOI), and the City of Livermore South Livermore Urban Growth Boundary (UGB).

The Property is zoned Agricultural by Alameda County with a County General Plan designation of Industrial. The SMP 39 Property has a City of Livermore General Plan designation of Open Space/Sand and Gravel.

Surrounding existing uses include a paved shared-use path and the Livermore Municipal Airport to the north, the Oaks Business Park to the east; and the Arroyo Mocho Trail and single-family residences further east, across Isabel Avenue/SR 84; gravel quarries and industrial ponds associated with mining operations to the south and SMP 38, Arroyo Mocho and industrial ponds to the west.

Developer desires to construct six light industrial buildings on the SMP 39 Property totaling up to 755,500 square feet (sf) of new building area and associated internal roadways, parking, landscaping, utilities and other improvements (“SMP 39 Development”).

The SMP 39 Development shall comply with the development requirements including land use, building and landscape setbacks, height, lot coverage, parking, and other required standards as set forth in the Planned Development-Industrial 22-001 (PD-I 22-001) zone. The loading docks would be located on the south side of each building, opposite from West Jack London Boulevard, accessible through a larger drive aisle along the southern portion of the site.

The SMP 39 Development shall include frontage improvements to and right-of-way dedication for the ultimate buildout of West Jack London Boulevard. Ultimate buildout of the roadway is anticipated to consist of four through lanes, including two 12-foot through lanes on each side, a 16-foot raised and landscaped median in the center of the roadway, as well as an eight-foot bike line on each side of the roadway, separated from the through lanes by a two-foot buffer. As part of the proposed frontage improvements, the SMP 39 Development shall include an at-grade, paved shared-use path within a 38.5-foot trail easement along the project frontage, consistent with the City’s Active Transportation Plan (ATP), which shall provide a connection to the existing path along the western boundary of the Oaks Business Park and eventually to the Arroyo Mocho Trail. The proposed path would be similar to the existing path along the Oaks Business Park site.

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Draft EIR
SMP 38/SMP 39/SMP 40 Project
August 2023
Chapter 3 – Project Description

Page 3 ends

Figure 3-9
Preliminary Site Plan for SMP 39
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PLANNED DEVELOPMENT

STANDARDS
SMP 39 & SMP 40
Planned Development – Industrial (PD-I) 22-001
Reviewed by Planning Commission: March 5, 2024
Approved by City Council: March 25, 2024
Purpose: The purpose of establishing this Planned Development-Industrial (PD-I 22-001) District (District) is to regulate the development of ± 51.9 acres of land located on Jack London Boulevard, west of Oaks Business Park and south of Livermore Municipal Airport (commonly referred to as “SMP 39”) and ± 41 acres of land located south of Oaks Business Park, at the south end of Atlantis Street and Challenger Street (commonly referred to as “SMP 40”), as shown in the attached figure (Figure 1). The intent of this District is to accomplish the following:

1. PD-I 22-001 is intended to provide an environment exclusively for and conducive to the development and protection of modern professional and administrative facilities, research institutions, manufacturing operations, experimental and testing laboratory and related uses, any similar employment generating high-end industrial users, all of a non-nuisance type.

2. The District is intended to provide for an aesthetically attractive working environment with park- and/or campus-like grounds, attractive buildings, employee parking, and other amenities appropriate to a mix of office and industrial uses.

3. The District is intended to establish development standards and regulations consistent with the intent of the Low Intensity Industrial General Plan designation.

4. Any land use that utilizes hazardous materials shall be subject to the regulations of Section 6.02.040, Hazardous Materials, of the Livermore Development Code, as it exists now or is amended in the future.

5. Development shall be in conformance with the requirements of the Livermore Development Code as it exists now or is amended in the future, except as modified by the following regulations.

6. Development is subject to the Citywide Design Standards and Guidelines as they exist now or may be amended in the future unless otherwise modified by the following regulations.

A. Principal Permitted Uses:

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The following are the principal permitted uses for SMP 391 and SMP 40:

1. Research and development facilities

2. Professional and administrative offices

3. Experimental and testing laboratories

4. Manufacture of electric and electronic circuits, instruments, and devices

5. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 22

6. Medical diagnostic and manufacturing facilities

7. Manufacturing and assembly of motor vehicle parts, including but not limited to dashboards, parts, component systems, electrical connectors, sensors, panels, airbags, seats, tires, windows etc. for all vehicles and similar equipment (e.g. automobiles, motorcycle, construction equipment, farm equipment, buses).

8. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

Additional Permitted Uses for SMP 39 only:

1. Restaurants, except fast food
Additional Permitted Uses for SMP 40 only:

1. Warehousing and distribution facilities, dry or refrigerated

2. Warehousing and distribution facility – E-commerce/Third Party Logistics (3PL)

3. Manufacturing, assembly, processing, storage, or packaging of products from previously prepared materials such as, but not limited to, cloth, plastic, paper, leather, and precious or semi-precious metals or stones, but not including the following:

A. Operations such as saw and planing mills, any manufacturing uses involving primary production of wood, metal, or chemical products from raw materials, and similar uses
B. Vehicle dismantling yards, scrap and waste yards
C. Manufacturing, processing, storing, or packaging chemicals, petroleum, heavy agricultural products or other hazardous materials. 1 SMP 39 and SMP 40 are located with the Airport Influence Area and the Livermore Airport Protection Area. Per the Alameda County Airport Land Use Compatibility Plan, the majority of SMP 39 is located in Safety Zone 6, with a portion of the site located in Safey Zone 3. The principal permitted land uses are intended to be located in buildings that are only within the portion of SMP 39 that is located in Safety Zone 6. 2 Per the Centers for Disease Control and Prevention, Biosafety Level 2 laboratories involve work that poses moderate hazards to laboratory workers and the environment. Biosafety Level 2 laboratories require safety protocols to contain microbes and biological agents.

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4. Sale of heavy equipment and construction related vehicles and equipment, including associated repair, service, and parts distribution facilities. Showrooms related to this use may be a conditionally permitted ancillary use.

5. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

B. Conditional Uses for SMP 39 and 40:

1. Public and quasi-public uses.

2. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 33

3. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

Conditional Uses for SMP 39 only:

1. Fast-food businesses, banks, personal services, or goods required for the convenience and support of occupants of uses in the surrounding district(s).

2. Warehouse and distribution facilities, including E-commerce/Third Party Logistics (3PL) uses, with the condition that these uses may only occupy up to 20 percent of the total buildable site area.

3. Sale of heavy equipment and construction related vehicles and equipment, including associated repair, service, and parts distribution facilities, provided they are manufactured and/or sold on-site. Showrooms related to this use may be a conditionally permitted ancillary use.

4. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

C. Accessory Uses Permitted on SMP 39 and 40:

1. Signs subject to the requirements established by the Livermore Development Code, as well as the Citywide Design Standards and Guidelines, as it exists now or is amended in the future.

2. Accessory uses and buildings customarily appurtenant to a permitted use.

3. Living quarters determined by the Community Development Director to be necessary for surveillance purposes.

4. Fuel stations subject to the requirements of Section 6.03.160, Vehicle Services, of the Livermore Development Code, as it exists now or is amended in the future. 3 Per the Centers for Disease Control and Prevention, laboratories designated Biosafety Level 3 involve work that poses a safety hazard greater than Biosafety Level 2 laboratories, defined above. Biosafety Level 3 laboratories require additional safety protocols beyond those required for Biosafety Level 2 laboratories to contain microbes and biological agents.

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D. Special Development Requirements for SMP 39 and 40:

1. Uses shall be designed and integrated into the site in a manner that maintains and is complementary to the corporate and professional character of the nearby Oaks Business Park.

2. Outdoor service and storage yards shall be screened from public view consistent with Livermore Development Code Section 6.03.100, Outdoor Storage, as it exists today or is amended in the future.

3. For SMP 40 only: Commercial/Industrial buildings shall be located a distance of at least 500 feet from Isabel Avenue.

E. Site Development Regulations for SMP 39 and 40:

The following minimum requirements shall be observed, except where increased for conditional uses:

1. Lot Area: Twenty thousand square feet

2. Lot Width: One hundred feet

3. Setbacks: Setback requirements are established below. Buildings shall not be permitted within required setbacks.

A. SMP 39
1) Front or Street Side: 40-feet on West Jack London Boulevard, and 30-feet on frontage roads and interior streets, except as required by subsection E.4. All required setbacks adjacent to streets shall be landscaped, except for driveways, sidewalks, and trails that are found to be necessary for the efficient use of the property. Where a building front is visible from the street, a minimum five-foot wide landscaped strip abutting the foundation shall be included, allowing for necessary entrances.
2) Rear and Side: None.

B. SMP 40
1) Front or Street Side: 500-feet from Isabel Avenue, and 30-feet on frontage roads and interior streets, except as required by subsection E.4. All required setbacks adjacent to streets shall be landscaped, except for driveways and sidewalks that are found to be necessary for the efficient use of the property.

Where a building front is visible from the street, a minimum fivefoot wide landscaped strip abutting the foundation shall be included, allowing for necessary entrances
2) Rear and Side: None, except for a 20-foot setback from the top of the Arroyo Mocho bank on SMP 40 which should be
determined from a 2.5:1 slope projection from the toe of DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 429
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channel/mining pit to the top, as required in the Environmental Impact Report for the project.

4. Height Regulations: The height of all on-site structures, including roof-top mechanical equipment, is limited to 50 feet or the height permitted by the Federal Aviation Administration (FAA) review under FAA regulations – Part 77, whichever is more restrictive. Upon providing a minimum 40-foot setback from street rightsof-way, a Conditional Use Permit may be requested to increase height to a maximum of 55 feet, or the height permitted under FAA regulations – Part 77, whichever is more restrictive. The height of pole-and building-mounted lights may be approved up to 28 feet by an administrative site plan and design review, if found necessary for the health and safety of a site designed for truck or other large vehicle maneuvering and documented by a light study to not cause glare offsite.

5. Lot Coverage: The building coverage maximum shall be 45 percent.

F. Signs

1. Industrial Uses. Signs for industrial uses shall be subject to the sign regulations contained in Livermore Development Code section 4.06.230 (sign standards for I1, I-2 and I-3) and the Citywide Design Standards Guidelines as it exists now or is amended in the future.

2. Commercial Uses. Signs for commercial uses shall be subject to the sign regulations contained in Livermore Development Code section 4.06.170 (sign standards for CNB) and the Citywide Design Standards Guidelines as it exists now or is amended in the future.

G. Other Required Standards for SMP 39 and 40:

1. Noise. No use shall be permitted which creates an ambient noise level greater than 75 decibels (dBA) beyond the boundaries of the site, nor greater than 60 decibels at the boundary of a Residential District.

A. On SMP 39, semi-truck access to the site (arrivals and departures) shall be limited to 96 trips between the hours of 10:00 PM and 7:00 AM.

B. On SMP 40, semi-truck access to the site (arrivals and departures) shall be limited to 40 trips between the hours of 10:00 PM and 7:00 AM C. Between the hours of 10:00 PM and 7:00 AM single-event noise levels (e.g., backup alarm, truck brakes, etc.) shall not exceed 55 dBA, measured at the property line of the nearest residential use.

2. Air Pollution. All uses shall comply with regulations of the San Francisco Bay Area Air Pollution Control District.

3. Vibration, Heat, Glare, Electrical Disturbance. No use shall be permitted which creates noise, odors, vibrations, heat, glare, or electrical disturbances beyond the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 430
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boundaries of the site. Lighting used to illuminate buildings, structures, uses, or parking and loading areas shall not be directed toward any public right-of-way.

4. Fire, Explosion. All uses shall provide adequate safety devices and adequate firefighting and fire suppression equipment to protect against fire, explosion, and other hazards.

5. Solid and Liquid Wastes. No solid or liquid waste discharges, other than permitted discharges into a public sewage disposal system, shall be permitted. The chemical composition and volume of industrial effluent discharged shall be subject to the wastewater permit requirements established by LMC Title 13, Division II. (Ord. 442 § 14.80).

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Las Positas
Golf Course
San Francisco
Premium Outlets
Undeveloped
Land
Gravel Quarries/
Industrial Ponds
Livermore
Municipal
Airport
Oaks
Business
Park
Gravel Quarries/
Industrial Ponds
SingleFamily
Residences
Additional
Annexation
Only Parcels
Figure 1
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City Clerk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
(Space Above This Line Reserved for Recorder’s Use Only)

PRE-ANNEXATION AND DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF LIVERMORE
AND
LIVERMORE INDUSTRIAL PARTNERS 40, LLC; AND SMP-40, LLC
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PRE-ANNEXATION AND DEVELOPMENT AGREEMENT (DA
23-002)
[SURFACE MINING PERMIT (SMP) 39/40 PROJECT – SMP 40
PROPERTY]
This Pre-annexation and Development Agreement (“Agreement”) is entered into on __________, 2024 between the City of Livermore, a municipal corporation (“City”), Livermore Industrial Partners 40, LLC (“Developer”) and SMP-40, LLC (“Seller”). The City, Developer, and Seller are sometimes referred to below each individually as a “Party” and collectively as the “Parties.”

RECITALS
This Agreement is based on the following facts:

B. SMP-39, LLC, an affiliate of Seller, owns approximately +/- 51.9 acres located on Jack London Boulevard, west of Oaks Business Park and south of Livermore Municipal Airport (commonly referred to as “SMP 39”). Seller owns approximately +/- 41 acres (commonly referred to as “SMP 40” or, for purposes of this Agreement, “SMP 40 Property”), which is the subject of this Agreement. The aforementioned SMP numbers reference the Surface Mining Permit (SMP) numbers applicable to each site. The Surface Mining Permits for each of the sites were approved by Alameda County in 2004 to allow for the extraction of sand and gravel (i.e., aggregate) within the sites; however, aggregate mining has not occurred within either of the sites.

D. The SMP 40 Property consists of one parcel Assessor Parcel Number (APN) 904- 0010-002-02 and is generally located south of Oaks Business Park, at the south end of Atlantis Street and Challenger Street. It is situated in Alameda County and is within the City of Livermore’s Sphere of Influence (“SOI”) and the City of Livermore’s South Livermore Urban Growth Boundary (“UGB”). The SMP 40 Property is zoned Agricultural by Alameda County with a County General Plan designation of Industrial. The SMP 40 Property has a City of Livermore General Plan designation of Open Space/Sand and Gravel.

The SMP 40 Property is described more specifically in the attached Exhibit A. The SMP 40 Property does not include property located within SMP 39 or the Additional Annexation Only DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 434
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Parcels, as described in Recitals E and F below. Development of the SMP 40 Property is described in Recitals G and H, below, and set forth in more detail in Exhibit B (SMP 40 Development Description) and Exhibit C (Site Plan for the SMP 40 Property). Developer is in contract to purchase SMP 40 Property from Seller, and under that contract has the primary rights and obligations regarding application for and funding the Entitlements, described below in Recital I, for the SMP 40 Property as set forth in this Agreement. Developer is required to annex the SMP 40 Property into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

E. SMP-39, LLC, an affiliate of Seller, owns certain real property consisting of one parcel (APN 904-0003-001-04) and is situated in Alameda County, within the City of Pleasanton’s SOI and the City of Livermore’s South Livermore UGB (“SMP 39”). SMP 39 is zoned Agricultural by Alameda County and has a County General Plan designation of Industrial.

SMP 39 has a City of Livermore General Plan designation of Open Space/Sand and Gravel. The Developer is required to change the SOI for SMP 39 from the City of Pleasanton to the City of Livermore and to annex SMP 39 into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

F. Four additional parcels (APNs 904-0010-002-03, -5, -7, and -8) located immediately east of SMP 40 are within unincorporated Alameda County, the City of Livermore SOI, and the City of Livermore South Livermore UGB (“Additional Annexation Only Parcels”).

APN 904-0010-002-03 is an approximately 0.20-acre parcel owned by the Pacific Gas and Electric Company (PG&E) and is developed with existing PG&E infrastructure. APN 904-0010- 002-05 is an approximately 5.76-acre parcel owned by the Zone 7 Water Agency and serves as a flood control channel. APN 904-0010-002-07 is an approximately 1.57-acre parcel owned by the California Department of Transportation (Caltrans) and is currently undeveloped. APN 904- 0010-002-08 is an approximately 5.46-acre parcel owned by the City of Livermore and is currently undeveloped with scattered trees throughout the parcel. The City of Livermore General Plan designates the Additional Annexation Only Parcels as Open Space/Sand and Gravel. The Additional Annexation Only Parcels are also within the East County Area Plan of the Alameda County General Plan, which designates the parcels as Industrial. The parcels are zoned Agriculture by Alameda County. The Developer is required to annex the Additional Annexation Only Parcels into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

H. SMP 39 and SMP 40 shall be developed with light industrial development uses consistent with the City’s Low-Intensity Industrial General Plan designation, including research DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 435
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and development, professional and administrative offices, experimental and testing laboratories, manufacturing of electronic and other high-end complex products, a limited amount of warehouse and distribution, and similar uses as stated in PD-I 22-001, the zoning for the property (Exhibit D). The SMP 39/SMP 40 Project includes (i) on SMP 39, approximately six light industrial buildings consisting of up to 755,500 square feet (sf) of development and, (ii) on SMP 40, two light industrial buildings consisting of up to 759,275 sf of development. Exhibit C shows the proposed site plan for the SMP 40 Development. Developer and City intend that separate Pre-annexation and Development Agreements will be entered into for SMP 39 and SMP 40, respectively, in order to segregate the rights and obligations related to each property. This Agreement, as reflected herein, addresses the SMP 40 Property and no other property.

I. The Developer has applied for the following entitlements (“Entitlements”) for the SMP 40 Property from the City of Livermore as required under the Livermore Development Code, to be vested in accordance with this Agreement pending annexation of the SMP 40 Property into the City of Livermore:
• General Plan Amendment (GPA 21-001) to change the City of Livermore designation of SMP 39 and SMP 40 from Open Space/Sand and Gravel (OSP/S&G) to Low-Intensity Industrial (LII) and to change the City of Livermore designation of the Additional Annexation Only Parcels from Open Space/Sand and Gravel (OSP/S&G) to Parks, Trailways, Recreation Areas (OSP) (the “General Plan Amendment” or “GPA”);
• Pre-zoning of SMP 39 and SMP 40 (DCA 21-005, ZMA 21-002 and PD-I 22- 001) by (i) amending the City’s zoning map to rezone SMP 39 and SMP 40 to the Planned Development - Industrial (PD-I) 22-001 zoning district, which includes the “Planned Development-Industrial 22-001 Zoning Standards” described more fully in attached Exhibit D; and (ii) pre-zoning the Additional Annexation Only Parcels to Open Space Flood Plain (the “Prezoning”). The Prezoning shall become effective with respect to SMP 39, SMP 40, and the Additional Annexation Only Parcels upon their annexation to the City in accordance with California Government Code section 65859;
• SOI Amendment and Annexation (APZ 21-003) authorizing submittal of an application to the Alameda County Local Agency Formation Commission (“LAFCo”) to (i) include SMP 39 within the City of Livermore’s SOI (and remove SMP 39 from the City of Pleasanton’s SOI); and (ii) annex SMP 39, SMP 40, and the Additional Annexation Only Parcels from Alameda County into the City;
• Vesting Tentative Parcel Map 11219 (SUB 21-009) authorizing the creation of two development parcels for the SMP 40 Property, (the “Tentative Map”); • Site Plan Design Review (SPDR 21-008) certifying compliance with the “Applicable Rules” (meaning the rules, regulations, and official policies of the City, including but not limited to the City’s General Plan and Livermore DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 436
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Development Code, as they existed on the Effective Date, except as otherwise amended by the approved Entitlements or this Agreement) and the Planned Development Standards with respect to the development proposed on the SMP 40 Property (the “SPDR Approval”); and
• This Pre-annexation and Development Agreement (DA 23-002) to vest certain rights to the Developer and to provide specific public benefits that meet certain public purposes of the local government.

J. The City Council finds that the SMP 39/SMP 40 Project is in the public interest; will establish land uses compatible with the physical nature of the SMP 40 Property and the surrounding area; will generate light industrial development and activity to meet local and regional goals; and will provide certain substantial public benefits and help attain certain other public objectives including, without limitation: (i) including construction of and a $750,000 financial contribution toward off-site trail improvements, creating connections to the City’s existing trail networks as identified in the Active Transportation Plan (“ATP”); and (ii) a commitment to the funding of $100,000, payable over a two-year term in increments of $50,000 per year, to facilitate uses that support an innovation-driven economy, generate high wage jobs, or generate substantial sales tax revenues as determined by the Director of Innovation and Economic Development. Items (i) through (ii) above, and as described more fully in Section 4, are collectively referred to as the “Public Benefits”).

K. This Agreement will promote and encourage the SMP 40 Development by providing the Developer and its creditors with a greater degree of certainty of the Developer’s ability to expeditiously and economically complete the development effort for the SMP 40 Property, and the Parties agree that the consideration to be received by the City pursuant to this Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and the Developer. By entering into this Agreement, the City desires to allow the Developer to design, apply for, and if approved to develop the SMP 40 Property pursuant to this Agreement, the land use ordinances, rules, regulations, and policies applicable on the “Effective Date,” as defined in Section 2, and to vest in Developer, upon annexation, to the fullest extent possible under the law, development entitlements in order to complete the SMP 40 Development, consistent with Section 5(c) of this Agreement.

L. The SMP 40 Development has been extensively reviewed and considered by the City and its officers, agencies, and departments. The proposed uses have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest and to enhance the desirability, from the public's perspective, of the SMP 40 Development.

M. The City conducted duly noticed public hearings on this Agreement pursuant to Government Code section 65867 and Livermore Development Code sections 9.04.040 and DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 437
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N. This Agreement was adopted by ordinance of the City Council on ___________, 2024 and approved upon a second reading on ___________, 2024 after notice and public hearings before the Planning Commission and City Council, and after City Council certification of an EIR in accordance with CEQA, Public Resources Code section 21000 et seq.

NOW, THEREFORE, the City and Developer hereby agree that the aforementioned recitals are true and correct and incorporated by reference as fully set forth below, and further agree as follows:

1. The Property. The SMP 40 Property is described in Exhibit A, attached hereto. The SMP 40 Development includes two light industrial buildings consisting of up to 759,275 sf of development. A comprehensive description of the SMP 40 Development and a proposed site plan is in attached Exhibit B (SMP 40 Development Description) and Exhibit C (Site Plan for the SMP 40 Property).

Following the expiration of the Term, or the earlier completion of development of the SMP 39/SMP 40 Project and all of Developer’s obligations in connection therewith, or the failure of SMP 39 or SMP 40 to be annexed into the City of Livermore in accordance with Section 5(g) of this Agreement, this Agreement shall be terminated and of no further force and effect, subject, however to the provisions of Section 10 and Section 16.

4. Developer Obligations; Schedule of Performance. The Developer shall comply with the requirements set forth in the Schedule of Performance and tasks listed below. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing between the City and the Developer, which shall be accomplished through a separate document and without the need to amend this Agreement. The City DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 438
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Manager shall have the authority to approve on behalf of the City any revision to a date in the Schedule of Performance that he or she deems appropriate, provided that the revision extends the performance deadline for a time period no longer than one year.

Developer shall comply with the following Schedule of Performance:
a. Developer shall initiate timely applications for the SOI amendment for SMP 39 and the annexation for SMP 39, SMP 40, and the Additional Annexation Only Parcels, which shall be reviewed by the appropriate decision-making bodies for each parcel, which may include the City of Pleasanton, Livermore City Council and LAFCo. b. Developer shall pay a $100,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department for marketing SMP 39 for the desired land uses identified in PD-I 22-001.
i. Prior to issuance of the first building permit for the SMP 40 Property, the Developer shall pay an initial $50,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department, which is to be used towards marketing SMP 39 for the desired land uses identified in PD-I 22-001.
ii. Developer shall pay a second $50,000 contribution to the City of Livermore Office of Innovation and Economic Development Department no later than one (1) year following the receipt of the initial $50,000 contribution, to be used toward further marketing SMP 39 for the desired land uses identified in PD-I 22-001.
c. In addition to the on-site trail required by the Project, as set forth in the Conditions of Approval, Developer shall construct an off-site grade-separated overcrossing (bridge) of Isabel Avenue/State Route 84 north of the existing railroad tracks and Stanley Boulevard as a required public benefit (“the Trail Overcrossing”). Developer shall also construct trail connections from the terminus of the bridge to the existing off-site Arroyo Mocho trail east of Isabel Avenue and from the terminus of the bridge west of Isabel Avenue, north to the existing trail along the Zone 7 property (north of the Arroyo Mocho Channel) (“the Trail Connections”). The Trail Overcrossing shall have a span of approximately 190-210 feet and shall run parallel with the existing railroad tracks. The materials shall consist of a fabricated truss and a weathered steel span bridge with concrete flooring. The Trail Overcrossing shall be supported by two castin-place concrete abutments which are supported by cast-in-drilled-hole concrete piles. An approach retaining wall shall be required on the east end. The Trail Overcrossing shall be cambered so it will drain from the middle to each end and then drain to the edges and connect to Caltrans storm drains. A site plan and preliminary design details are provided in Exhibit E. Final designs shall be conditioned to meet the requirements of applicable permitting agencies. Permits shall be required from the City of Livermore and Caltrans. In addition, an encroachment permit will be required from Caltrans. The Trail Overcrossing and Trail Connections shall be designed as described above or with similar design features as approved by the Community Development Director. The Trail Overcrossing and Trail Connection design shall DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 439
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include lighting, cameras, and/or other safety and security measures as required by the City’s Chief of Police and City Engineer.
i. As part of Final Map submittal for the SMP 40 Property, the Developer shall pay for and submit design plans, cost estimates, and project bids to the City for review and approval for the Trail Overcrossing and the Trail Connections.

Developer shall work to secure and provide a competitive cost for the bridge, consistent with commercially reasonable costs and construction practices. The Trail Overcrossing and Trail Connection design shall be approved by the City before the Developer can apply for any permits related to the Trail Overcrossing and Trail Connection. Developer may submit the Final Map to the City without the Trail Overcrossing and Trail Connections details if the City Engineer determines, in his or her discretion, that the delay in the preparation of said details was due solely to delay by a public agency other than the City.
ii. The Developer’s monetary contribution towards the costs of the Trail Overcrossing and Trail Connections shall equal Seven-Hundred-FiftyThousand Dollars ($750,000.00) (the “Developer Obligation”). The $750,000 Developer Obligation is in addition to the design and permitting costs the Developer is responsible as set forth in the Agreement. As part of Final Map approval, Developer shall enter into a Subdivision Improvement Agreement which will reference the Developer Obligation.
iii. Prior to Final Map approval, the Developer shall enter into a Community Facilities District to fund long-term maintenance and replacement of the onsite trail improvements and associated landscaping and retaining walls and the off-site trail improvements located within the Zone 7 trail easement associated landscaping and retaining walls.
iv. Prior to issuance of Certificate of Occupancy for Building 2 on the SMP 40 Property, the Developer shall pay for and obtain all necessary permits and approvals from all applicable government agencies, including but not limited to the City and Caltrans and complete all on- and off-site trail improvements including the Trail Overcrossing and the Trail Connections, subject to acceptance of the public improvements by the Livermore City Council. v. If Developer fails to complete the Trail Overcrossing and Trail Connections prior to the issuance of the Certificate of Occupancy of Building 2 on the SMP 40 Property, Developer shall provide an irrevocable letter of credit from J.P.

Morgan Chase, Wells Fargo Bank, or Bank of America in the amount of the remaining estimated cost of construction of the Trail Overcrossing and the Trail Connections, plus a 25 percent contingency added to the remaining estimated cost. The irrevocable letter of credit shall provide the City with sole and unilateral release of funds and shall be in a form approved by the City Attorney. The remaining estimated cost shall be determined by an updated Engineer’s cost estimated provided and approved by the City Engineer prior to the issuance of Certificate of Occupancy for Building 2. Unless the City DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 440
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Engineer determines in his or her discretion that a delay by a public agency other than the City was the sole reason for Developer’s failure to complete to the Trail Overcrossing or Trail Connection, the Developer Obligation to the Trail Overcrossing and Trail Connections shall increase every six months following issuance of the Certificate of Occupancy of Building 2 on the SMP 40 Property until the Trail Overcrossing and the Trail Connections have been completed, including acceptance of the public improvements by the Livermore City Council as follows: $25,000 every six months during year one, $50,000 every six months during year two, and $75,000 every six months during year three. The Developer shall remain responsible for paying for and obtain all necessary permits and approvals from all applicable government agencies as noted in Section 4(c)v and completing all on- and off-site trail improvements including the Trail Overcrossing and the Trail Connections, subject to acceptance of the public improvements by the Livermore City Council. The obligation to provide an irrevocable letter of credit shall be independent of, and in addition to, the City’s standard bond requirements under the Subdivision Improvement Agreement.
vi. In accordance with Chapter 12.30, Traffic Impact Fee on Development Section 12.30.080, Credit and Reimbursement, the Developer shall be eligible for Traffic Impact Fee (TIF) credits to construct the Trail Overcrossing and Trail Connection costs, less the $750,000 Developer Obligation. As described further in attached Exhibit F, City shall provide Developer a TIF credit of the SMP 40 Project’s Traffic Impact Fees (the “Impact Fee Credit”) for the identified Engineer’s cost estimate (or up to 10 percent over this estimate as specified above). If the construction cost estimate exceeds 10 percent of the Engineer’s cost estimate, the Developer shall pay the remaining Trail Overcrossing and Trail Connections cost over the Engineers estimate. The Impact Fee Credit shall be credited against the TIF that are collected at the time each building permit is paid, and on a permit-by-permit basis as Developer’s obligations to pay such impact fees accrue until the last SMP 40 Project building permit is issued. Notwithstanding anything to the contrary in this Agreement, if the Engineer’s cost estimate has not been prepared and/or approved prior to when payment of TIF is due, Developer shall pay the applicable TIF when due and City shall provide Developer a cash reimbursement in the dollar amount of TIF Credit within thirty (30) business days after City Engineer’s review and approval of the Engineer’s cost estimate, such approval not being unreasonably withheld, conditioned, or delayed.

5. Vested Development Rights. Subject to annexation into the City and the terms of this Agreement, the SMP 40 Development shall vest in accordance with this Agreement, and the Developer has the right to develop and use the SMP 40 Property in accordance with:
a. The City’s General Plan and the Livermore Development Code in effect on the Effective Date and the Entitlements in effect on the Annexation Date; DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 441
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b. All other City policies, ordinances, resolutions, rules, regulations, and standards applicable to development or use of the SMP 40 Property on the Effective Date, except that Developer shall:
(1) Pay the processing and development impact fees applicable City-wide that are in effect at the time the fees are paid. Payment for said fees shall be made prior to issuance of any building permits. (2) Comply with Building Code requirements in effect on a City-wide basis at time of Building permit submittal;
(3) Comply with construction and technical design standards or specifications for public improvements that are applicable City-wide at time of Building permit submittal;
(4) Comply with changes in City laws, regulations, plans, or policies applicable City-wide, the terms of which are found by the City Council, based on substantial evidence, to be necessary to protect members of the public from a condition dangerous to public health or safety; (5) Comply with a change in City law, regulations, plans, or policies that is:
i. Specifically mandated by state or federal law, or by any regional governmental agency that has legal authority over the City under state law or a joint powers agreement; or
ii. A result of or in response to state or federal law, or regional agency action, made necessary in order for the City to avoid losing or not receiving substantial funding or other substantial public benefits or facilities that would be available to the City only if it makes such a change; or
iii. Specifically mandated by, or necessary for compliance with or implementation of, the terms of any permit, entitlement, or other authorization necessary for the development of the Property that is issued or granted to the City, County, and/or Developer by any federal, state or regional agency;
(6) Following any subsequent environmental review, comply with required mitigation measures; and
c. In the event that Developer applies for any subsequent entitlements, subsequent entitlements shall be subject to the City’s ordinances, rules, regulations and policies in effect on the date of submittal of the subsequent entitlements. d. If there is any inconsistency between this Development Agreement and a permit or entitlement issued for the SMP 40 Property, this Development Agreement shall control.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 442
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e. Developer acknowledges that execution of this Agreement by the City does not constitute approval of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation, and approval process in accordance with the limitations set forth herein. f. Upon annexation of SMP 39 and 40, Developer agrees that all mining permits previously granted by Alameda County on the SMP 39 and SMP 40 properties shall be forfeited, and no mining operations shall occur on the SMP 39 Property or the SMP 40 Property. No later than 60 days from the date LAFCo approves annexation of the SMP 40 Property, subject to any extension granted by the City, Developer shall coordinate with Alameda County to complete any final actions required to remove the mining permits and all associated permissions related to mining operations from the SMP 39 and SMP 40 properties. g. The Parties agree that the obligations set forth in this Agreement are conditioned upon the passing of a City Council Resolution authorizing submittal of an application to LAFCo for SOI and Annexation, the filing of an application with LAFCo to modify the SOI for SMP 39, annex SMP 39, SMP 40 and the Additional Annexation Only Parcels, requesting waiver of notice, hearing and protest from LAFCo, subject to LAFCo approval. Furthermore, the Parties also agree that the obligations set forth in this Agreement are conditioned upon the approved and finalized SOI modification and annexation of the SMP 39 and SMP 40 Properties and the Additional Annexation Only Parcels into the City of Livermore. Upon approval of the SMP 39/SMP 40 Project by the City, the City agrees to act in good faith, in collaboration with the Developer, to support and timely process the annexation application with LAFCo. The Developer shall be responsible for all costs associated with annexation, including but not limited to preparation of the LAFCo application, LAFCo application submittal fees, and any other City-related annexation fees. Annexation of SMP 39, SMP 40, and the Additional Annexation Only Parcels shall be completed no later than 18 months from the Effective Date of this Agreement, unless extended by written agreement of the Parties. If the annexation is not completed within this time period, subject to any agreed upon extension, the Agreement is null and void. h. Developer shall not dispute or challenge the validity of the Pre-annexation and Development Agreement for SMP 39. Any legal challenge to the validity or enforceability of the Pre-annexation and Development Agreement for SMP 39 shall constitute a legal challenge to the Pre-annexation and Development Agreement for SMP 40 and the SMP 39/SMP 40 Project. In the event of a valid legal challenge, this Agreement shall be terminated after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw or abrogate the City’s approval of this Agreement or the Pre-annexation and Development Agreement for SMP 39.

7. Periodic Review. Review of this Agreement shall be made annually, consistent with Government Code section 65865.1 and Livermore Development Code Chapter 9.04.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 443
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11. Termination. This Agreement shall terminate upon the earlier of (i) expiration of the Term, or (ii) in the event that SMP 39, SMP 40, and the Additional Annexation Only Parcels are not annexed into the City in accordance with Section 5(g) of this Agreement (iii) when the SMP 39/SMP 40 Project has been completed and all of Developer’s obligations have been fully satisfied as reasonably determined by the City, or (iv) after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw or abrogate the City’s approval of this Agreement or any material part thereof, or the Pre-annexation and Development Agreement for SMP 39 or any material part thereof. Upon termination of this Agreement as to the SMP 39/SMP 40 Project, at the request of Developer, the City shall record a Notice of Termination for each affected parcel in a form satisfactory to the City Attorney in the Office of the Alameda County Recorder. In the event this Agreement is terminated, neither party shall have any further rights or obligations hereunder except for those obligations of Developer set forth in Section 12 (No Damages Relief) and Section 16 (Legal Action; Attorneys’ Fees).

12. Mortgagee Protection.
a. This Agreement shall not prevent or limit Developer in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust, or other security device securing financing with respect to the Property (“Mortgage”). This DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 444
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Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and inure to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”) who acquires title to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise.
b. Liability for Past Defaults. Any Mortgagee, including the successful bidder at a foreclosure sale, who takes title and possession of the Property, or any portion thereof, pursuant to such foreclosure, shall take the Property, or portion thereof, subject to the provisions of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Property by such Mortgagee.

Notwithstanding the preceding sentence, in no event shall any such Mortgagee or its successors or assigns be entitled to a building permit, final inspection, or occupancy certificate until all fees and other monetary obligations due under this Agreement have been paid to the City and any other existing defaults under this Agreement that are reasonably subject to cure are cured. c. Notice of Default to Mortgagee; Right of Mortgagee to Cure. If City receives a notice from a Mortgagee requesting a copy of any Notice of Default given to Developer hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by City that Developer has committed a default. If the City makes a determination of noncompliance hereunder, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereof on Developer. Each Mortgagee shall have the right (but not the obligation) during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City’s notice.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 445
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15. Release Upon Transfer. Upon the sale, transfer, or assignment, in whole or in part, of Developer’s right and interest to all or any portion of the Property, Developer shall be released from its obligations hereunder with respect to the portion so conveyed, provided:
(i) Developer (or transferee) was not in default of this Agreement at the time of conveyance, (ii) Developer provided to City prior written notice of such transfer, and (iii) with respect to sale or transfer of any lot that has not been fully improved, the transferee executes and delivers to City a written assumption agreement in which: (a) the name and address of the transferee is set forth, and (b) the transferee expressly assumes the obligations of Developer under this Agreement as to the portion of the Property conveyed. Failure to deliver a written assumption agreement hereunder shall not negate, modify, or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

16. Timing of Development.
a. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the Parties’ intent to avoid that result by acknowledging, that unless provided for in this Agreement, Developer shall have the right (without obligation) to develop the Property in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment, subject to the terms, requirements and conditions of the Entitlements and this Agreement. b. Developer will use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing Developer’s business decision, to commence or to continue development, and to develop the Project in a regular, progressive, and timely manner in accordance with the terms, requirements and conditions of the Entitlements and this Agreement.

The Developer, in its capacity as the Developer or owner of the Property, shall have no obligation to reimburse the City for costs incurred after the date on which the Developer or owner of the Property give the City written notice of their decision to settle a case, even if the City does not agree to the settlement. If legal action is brought by one of the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 446
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Parties to enforce a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees, expert witness fees, and court costs.

18. Notices. The address of each party for the purpose of all notices permitted or required by this Agreement is as follows:

To City: City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: Community Development Director
and Ashley Vera, Senior Planner
With a copy to: City Attorney
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
To Developer: Overton Moore Properties
19700 South Vermont Avenue, Suite 101
Torrance, CA 90502
Attention: Timur Tecimer
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, CA 94111
Attention: Christian Cebrian
To Seller: SMP-40, LLC
1459 18th St #317
San Francisco, CA 94107
Attention: Jennifer Jimenez-Cruz
With a copy to: Allen Matkins
Three Embarcadero Center
12th Floor
San Francisco, CA 94111
Attention: Marshall Wallace
The written address of each Party set forth above may be changed by written notice given not less than five (5) days prior to the date such change is to be in effect. All notices under this Agreement shall be in writing, shall be properly addressed, and shall be sent by personal delivery, United States mail (registered, certified, or Express Mail, return receipt requested and postage prepaid), or by overnight courier delivery service. All such notices shall be considered delivered: (i) if personally delivered, on the date of delivery; (ii) if sent by United States mail in the manner prescribed above, on the date shown on the return receipt for acceptance or rejection; or (iii) if sent by overnight courier delivery DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 447
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service, on the date of delivery or attempted delivery as shown by the written delivery record of such service.

19. Severability; Choice of Law If any term, provision, condition, or covenant of this Agreement, or the application thereof to any Party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such term, provision, condition, or covenant, or the application of such term, provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by the laws of the State of California.

22. Time Is of the Essence. Time is of the essence for each provision of this Agreement for which time is an element.

23. Certificate of Compliance. Any Party may, at any time, request that the City indicate in writing: (i) whether this Agreement is in full force and effect; (ii) whether this Agreement has been amended or modified, and if so amended, the nature of any such amendments; or (iii) whether to the best of City’s knowledge the requesting Party is in default in the performance of any of its obligations under this Agreement, and if in default, the nature of any such default. City shall endeavor in good faith to respond to any such request within thirty (30) days following the receipt thereof. The Parties shall be entitled to one certificate of compliance per year without any fee being assessed by the City. For any additional certificates of compliance requested in a single year, the City may charge the requesting party a reasonable fee related to the actual cost to prepare the certificate.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.
[Signatures on following page]
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 448
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IN WITNESS WHEREOF, the Parties have signed this Pre-annexation and Development Agreement on the dates indicated below.

DEVELOPER
LIVERMORE INDUSTRIAL PARTNERS 40,
LLC
By: ______________________________________
Date: ________________ Title: ________________
SELLER
SMP-40, LLC
By: ______________________________________
Date: ________________ Title: ________________

CITY OF LIVERMORE
By: ______________________________________
Date: ________________ Title: ________________
Attest: Approved to as Form:
____________________________ ______________________________ City Clerk Assistant/City Attorney
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 3/4/2024
manager
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Exhibits:

A SMP 40 Property Description
B SMP 40 Development Description
C Site Plan for SMP 40 Property
D Planned Development-Industrial (PD-I) 22-001 Zoning Standards E Trail Overcrossing and Trail Connections Site Plan and Preliminary Design Details
F Trail Overcrossing and Trail Connections Credits
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 450
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Your Reference: Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/9/2023 11:44 AM by MAV lPrelim (DSI Rev. 9/13/16) Page 3 Order No.: 36303338-363-LB-KD

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA, IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

TRACT ONE:

LAND DESCRIPTION OF REAL PROPERTY SITUATE IN THE UNINCORPORATED AREA OF COUNTY OF ALAMEDA, AND STATE OF CALIFORNIA; AND BEING ALL OF THAT 158.73 ACRE PARCEL OF LAND DESCRIBED IN A QUITCLAIM DEED TO PLEASANTON GRAVEL COMPANY RECORDED ON APRIL 16, 2004 AS INSTRUMENT NO. 2004-162090QFFICIAL RECORDS OF ALAMEDA COUNTY, AND BEING A PORTION OF THAT 307.88 ACRE PARCEL OF LAND DESCRIBED IN A QUITCLAIM DEED TO PLEASANTON GRAVEL COMPANY RECORDED ON NOVEMBER 20, 1992 AS INSTRUMENT NO. 1992-379868 OFFICIAL RECORDS OF ALAMEDA COUNTY, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THE SAID 307.88 ACRE PARCEL; THENCE ALONG THE WEST LINE OF THE 307.88 ACRE PARCEL FOR THE FOLLOWING TWO (2) COURSES: (1) NORTH 00° 21’ 40” EAST - 735.72 FEET, AND (2) NORTH 37° 51’31” WEST - 48.48 FEET TO A POINT ON THE EAST LINE OF LINE OF PLOT 7, SAID PLOT IS DESCRIBED IN THE DECREE RENDERED BY THE THIRD JUDICIAL COURT OF ALAMEDA COUNTY, CASE NO. 1723, RECORDED APRIL 12, 1869, IN BOOK 40 OF DEEDS, AT PAGE 315 OFFICIAL RECORDS OF ALAMEDA COUNTY; THENCE ALONG SAID EAST LINER NORTH 00° 21’ 40” EAST - 2104.93 FEET TO A POINT ON THE SOUTHERLY LINE OF THE SANTA RITA RANCHO AND THE SAID 158.73 PARCEL; THENCE ALONG SAID SOUTH LINE, SOUTH 66° 54’ 34” WEST - 1065.68 FEET TO THE SOUTHWEST CORNER OF THE 1 58.73 PARCEL; THENCE ALONG THE WEST LINE OF THE 1

58.73 PARCEL. NORTH 00° 28’ 57” EAST - 2485.47 FEET TO THE NORTHWEST CORNER OF THE 158.73 PARCEL; THENCE ALONG THE NORTH LINE OF THE 158.73 PARCEL, NORTH 89° 39’ 52” EAST - 4496.04 FEET TO THE NORTHEAST CORNER OF THE 158.73 PARCEL; THENCE ALONG THE EAST LINES OF THE 158.73 PARCEL AND THE 307.88 ACRE PARCEL FOR THE FOLLOWING TWO (2) COURSES: (1) SOUTH 00° 16’ 36” WEST - 592.26 FEET, AND (2) SOUTH 00° 09’ 36” WEST - 3901.54 FEET TO THE SOUTHEAST CORNER OF THE 307.88 ACRE PARCEL; THENCE ALONG THE SOUTH LINE OF THE 307.88 ACRE PARCEL, SOUTH 82° 14’ 00” WEST - 3543.49 FEET TO THE POINT OF BEGINNING.

PURSUANT TO CERTIFICATE OF COMPLIANCE AND BOUNDARY ADJUSTMENT RECORDED OCTOBER 30, 2014 AS INSTRUMENT NO. 2014262802, OF OFFICIAL RECORDS.

APN: 904-0009-001-00, 904-0003-001-05 AND 946-1350-006-02 TRACT TWO:

PARCEL A:

A PORTION OF PLOT 10 OF THE BERNAL PORTION OF RANCHO EL VALLE DE SAN JOSE, AS SHOWN ON

THE MAP ACCOMPANYING THE REPORT OF THE REFEREE IN THE ACTION FOR PARTITION OF SAID RANCHO THIRD DISTRICT COURT OF ALAMEDA COUNTY, CASE NO. 1723, LYING NORTHERLY OF THE RIGHT OF WAY OF THE WESTERN PACIFIC RAILROAD, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE LINE DIVIDING PLOTS 10 AND 20 OF THE BERNAL PORTION

OF RANCHO EL VALLE DE SAN JOSE, WITH THE NORTHERN LINE OF THE RIGHT OF WAY OF THE WESTERN PACIFIC RAILROAD; THENCE SOUTH 82° 02’ WEST ALONG SAID NORTHERN LINE OF SAID RIGHT OF WAY 2636.70 FEET (39.95 CHAINS); THENCE NORTH 0° 01’ WEST 1578.06 FEET (23.91 CHAINS) TO THE LINE DIVIDING PLOTS 10 AND 11 OF SAID RANCHO; THENCE NORTH 89° 38’ EAST ALONG SAID DIVIDING LINE 2612.28 FEET (39.58 CHAINS) TO THE WESTERN LINE OF PLOT 20 OF SAID RANCHO; AND THENCE SOUTH 0° 06’ EAST ALONG THE LINE DIVIDING SAID PLOTS 10 AND 20, A DISTANCE OF 1230.24 FEET (18.64) CHAINS TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF THE ABOVE DESCRIBED PROPERTY LYING WITHIN THE DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 451
ATTACHMENT 3
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Your Reference: Chicago Title Company

EXHIBIT A
(Continued)
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/9/2023 11:44 AM by MAV lPrelim (DSI Rev. 9/13/16) Page 4 Order No.: 36303338-363-LB-KD LINES OF A 30 FOOT STRIP ALONG THE WESTERN LINE OF SAID PLOT 10 AS DESCRIBED IN THE DEED TO MAAS LUDERS, RECORDED JANUARY 4, 1888, BOOK 339, DEEDS, PAGE 338, ALAMEDA COUNTY RECORDS. SAID EXCEPTION ALSO DESCRIBED AS PARCEL B, PARCEL MAP 5605, FILED SEPTEMBER 21, 1989, BOOK 187, PAGE 29 OF MAPS, ALAMEDA COUNTY RECORDS.

ALSO EXCEPTING THEREFROM ALL THAT PORTION DESCRIBED AS PARCEL 1 (5015-1) IN THAT CERTAIN “FINAL ORDER IN EMINENT DOMAIN” IN FAVOR OF THE CITY OF LIVERMORE, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 7, 2001, AS INSTRUMENT NO. 2001287044, OF OFFICIAL RECORDS.

THE ABOVE REFERENCED LEGAL DESCRIPTION WAS CONFIRMED BY THAT CERTAIN DOCUMENT ENTITLED "CERTIFICATE OF COMPLIANCE – PLN2018-00162" RECORDED OCTOBER 10, 2018, INSTRUMENT NO. 2018196923, OF OFFICIAL RECORDS.

APN: 904-0010-002-02
PARCEL B:

REAL PROPERTY IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL A OF PARCEL MAP 3750 FILED FEBRUARY 10, 1982, IN BOOK 131 OF PARCEL MAPS, PAGES 86-87, SERIES NO. 82-020636, RECORDS OF ALAMEDA COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF PLOT 8 COMMON WITH THE SOUTHWEST CORNER OF PLOT 11 AND THE NORTHWEST CORNER OF PLOT 10 OF THE BERNAL PORTION OF THE RANCHO EL VALLE DE SAN JOSE, AS SAID POINT IS SHOWN ON AFORESAID PARCEL MAP 3750 (82-020636); THENCE ALONG THE SOUTH LINE OF PLOT 11 SOUTH 89° 25' 04" EAST, 30.00 FEET; THENCE LEAVING SAID SOUTH LINE OF PLOT 11 SOUTH 0° 56' 07" WEST, 1577.369 FEET TO A POINT ON THE NORTHERLY LINE OF THE WESTERN PACIFIC RAILROAD RIGHT OF WAY; THENCE ALONG SAID WESTERN PACIFIC RAILROAD RIGHT OF WAY SOUTH 83° 01' 37" WEST, 30.288 FEET TO A POINT ON THE EAST LINE OF AFORESAID PLOT 8 OF THE BERNAL PORTION OF THE RANCHO EL VALLE DE SAN JOSE; THENCE ALONG SAID EAST LINE OF PLOT 8 NORTH 0° 56' 07" EAST, 1581.351 FEET TO THE POINT OF BEGINNING.

BEING PARCEL B OF PARCEL MAP 5605, FILED SEPTEMBER 21,1989, MAP BOOK 187, PAGES 29 AND 30, ALAMEDA COUNTY RECORDS.

APN: 904-0010-007-00
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 452
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831
SMP 40 Development Description
Assessor Parcel Number 904-10-2-2 is also known as SMP 40 (“SMP 40 Property”). The aforementioned SMP number references the Surface Mining Permit (SMP) numbers applicable to the site. The Surface Mining Permit for the SMP 40 Property was approved by Alameda County in 2004 to allow for the extraction of sand and gravel (i.e., aggregate) within the site; however, aggregate mining has not occurred within the SMP 40 Property. The SMP 40 Property is approximately 41 acres and is located within unincorporated Alameda County, the City of Livermore Sphere of Influence (SOI), and the City of Livermore South Livermore Urban Growth Boundary (UGB). The Property is zoned Agricultural by Alameda County with a County General Plan designation of Industrial. The SMP 40 Property has a City of Livermore General Plan designation of Open Space/Sand and Gravel.

Surrounding existing uses include the Oaks Business Park to the north; single-family residences to the east, across Isabel Avenue/SR 84; the Arroyo Mocho, open fields, railroad tracks, and gravel quarries associated with mining operations to the south, across Stanley Boulevard; and vacant land, gravel quarries, and industrial ponds associated with mining operations to the west.

Developer shall construct two light industrial buildings on the SMP 40 Property totaling up to 759,275 square feet (sf) of new building area and associated internal roadways, parking, landscaping, utilities, on- and off-site trail improvements, and other improvements (“SMP 40 Development”). The approximately 470,530-sf Building 1 shall be located on the western portion of the SMP 40 Property and include a total of 68 loading dock doors along the western and eastern sides of the building (34 on each side). The approximately 288,750-sf Building 2 would be located on the eastern portion of the SMP 40 Property and include a total of 62 loading dock doors along the northern and southern sides of the building (34 on the north and 28 on the south).

A total of 742 vehicle parking stalls and 90 trailer parking stalls shall be provided at the SMP 40 Property. Each building shall have a maximum height of 50 feet or 55 feet with a Conditional Use Permit.

The SMP 40 Development shall comply with the development requirements including land use, building and landscape setbacks, height, lot coverage, parking, and other required standards as set forth in the Planned Development - Industrial 22-001 (PD-I 22-001) zone. Access to the SMP 40 Property shall be provided through new internal roadway connections to Atlantis Street and Challenger Street to the north, which currently serve the existing Oaks Business Park. The new roadway connections shall be located between Buildings 1 and 2 and shall provide access to the internal drive aisles around each building.

The SMP 40 Development includes a paved at-grade, on-site trail along the boundaries of the SMP 40 Property, consistent with the City’s Active Transportation Plan. Specifically, the on-site trail shall extend from the northeastern corner of the site, along the SMP 40 Property’s eastern, southern, and western boundaries, before connecting to the existing off-site trail at the northwestern corner of SMP 40 Property, which extends along the west side of the Oaks Business Park to the north and connects to West Jack London Boulevard. The portion of the onDocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 453
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site trail located along the SMP 40 Property’s eastern and southern boundaries shall be located within a Zone 7 easement north of the Arroyo Mocho.

In addition to the on-site trail required on the SMP 40 Property, an off-site grade-separated overcrossing (bridge) of Isabel Avenue/State Route 84 north of the existing railroad tracks and Stanley Boulevard is a required public benefit (“the Trail Overcrossing”). The SMP 40 Development includes construction of trail connections from the terminus of the bridge to the existing off-site Arroyo Mocho trail east of Isabel Avenue and to the future on-site trail along the SMP 40 Property frontage to the west of Isabel Avenue (“the Trail Connections”). The Trail Overcrossing shall have a span of approximately 190-210 feet and shall run parallel with the existing railroad tracks. The materials shall consist of a fabricated truss and a weathered steel span bridge with concrete flooring. The Trail Overcrossing shall be supported by two cast-inplace concrete abutments which are supported by cast-in-drilled-hole concrete piles. An approach retaining wall shall be required on the east end. The Trail Overcrossing shall be cambered so it will drain from the middle to each end and then will drain to the edges and connect to Caltrans storm drains. A site plan and preliminary design details are provided in Exhibit E. Final designs shall be conditioned to meet the requirements of applicable permitting agencies. Permits shall be required from the City of Livermore and Caltrans. In addition, an encroachment permit will be required from Caltrans. The Trail Overcrossing and Trail Connections shall be designed as described above or with similar design features as approved by the Community Development Director. The Trail Overcrossing and Trail Connection design shall include lighting, cameras, and/or other safety and security measures as required by the City’s Chief of Police and City Engineer.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 454
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ATTACHMENT
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PLANNED DEVELOPMENT

3. The District is intended to establish development standards and regulations consistent with the intent of the Low Intensity Industrial General Plan designation.

5. Development shall be in conformance with the requirements of the Livermore Development Code as it exists now or is amended in the future, except as modified by the following regulations.

6. Development is subject to the Citywide Design Standards and Guidelines as they exist now or may be amended in the future unless otherwise modified by the following regulations.

A. Principal Permitted Uses:

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 456
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The following are the principal permitted uses for SMP 391 and SMP 40:

1. Research and development facilities

2. Professional and administrative offices

3. Experimental and testing laboratories

4. Manufacture of electric and electronic circuits, instruments, and devices

5. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 22

6. Medical diagnostic and manufacturing facilities

8. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

Additional Permitted Uses for SMP 39 only:

1. Restaurants, except fast food
Additional Permitted Uses for SMP 40 only:

1. Warehousing and distribution facilities, dry or refrigerated

2. Warehousing and distribution facility – E-commerce/Third Party Logistics (3PL)

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 457
ATTACHMENT 3
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5. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

B. Conditional Uses for SMP 39 and 40:

1. Public and quasi-public uses.

2. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 33

3. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

Conditional Uses for SMP 39 only:

1. Fast-food businesses, banks, personal services, or goods required for the convenience and support of occupants of uses in the surrounding district(s).

2. Warehouse and distribution facilities, including E-commerce/Third Party Logistics (3PL) uses, with the condition that these uses may only occupy up to 20 percent of the total buildable site area.

4. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

C. Accessory Uses Permitted on SMP 39 and 40:

1. Signs subject to the requirements established by the Livermore Development Code, as well as the Citywide Design Standards and Guidelines, as it exists now or is amended in the future.

2. Accessory uses and buildings customarily appurtenant to a permitted use.

3. Living quarters determined by the Community Development Director to be necessary for surveillance purposes.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 458
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D. Special Development Requirements for SMP 39 and 40:

1. Uses shall be designed and integrated into the site in a manner that maintains and is complementary to the corporate and professional character of the nearby Oaks Business Park.

2. Outdoor service and storage yards shall be screened from public view consistent with Livermore Development Code Section 6.03.100, Outdoor Storage, as it exists today or is amended in the future.

3. For SMP 40 only: Commercial/Industrial buildings shall be located a distance of at least 500 feet from Isabel Avenue.

E. Site Development Regulations for SMP 39 and 40:

The following minimum requirements shall be observed, except where increased for conditional uses:

1. Lot Area: Twenty thousand square feet

2. Lot Width: One hundred feet

3. Setbacks: Setback requirements are established below. Buildings shall not be permitted within required setbacks.

Where a building front is visible from the street, a minimum fivefoot wide landscaped strip abutting the foundation shall be included, allowing for necessary entrances
2) Rear and Side: None, except for a 20-foot setback from the top of the Arroyo Mocho bank on SMP 40 which should be
determined from a 2.5:1 slope projection from the toe of DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 459
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channel/mining pit to the top, as required in the Environmental Impact Report for the project.

5. Lot Coverage: The building coverage maximum shall be 45 percent.

F. Signs

G. Other Required Standards for SMP 39 and 40:

A. On SMP 39, semi-truck access to the site (arrivals and departures) shall be limited to 96 trips between the hours of 10:00 PM and 7:00 AM.

2. Air Pollution. All uses shall comply with regulations of the San Francisco Bay Area Air Pollution Control District.

3. Vibration, Heat, Glare, Electrical Disturbance. No use shall be permitted which creates noise, odors, vibrations, heat, glare, or electrical disturbances beyond the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 460
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boundaries of the site. Lighting used to illuminate buildings, structures, uses, or parking and loading areas shall not be directed toward any public right-of-way.

4. Fire, Explosion. All uses shall provide adequate safety devices and adequate firefighting and fire suppression equipment to protect against fire, explosion, and other hazards.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 461
ATTACHMENT 3
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Las Positas
Golf Course
San Francisco
Premium Outlets
Undeveloped
Land
Gravel Quarries/
Industrial Ponds
Livermore
Municipal
Airport
Oaks
Business
Park
Gravel Quarries/
Industrial Ponds
SingleFamily
Residences
Additional
Annexation
Only Parcels
Figure 1
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 462
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City of Livermore
This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions. 4,800 Livermore IT, GIS Services
800.0
1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 0 800.0 Feet Notes 400.00
Preliminary Arroyo Bike Trail Connection - Bridge Over Isabel Avenue Legend
Proposed Bridge
Proposed Trail
Existing Bridge
Existing Trail SMP 40 LLC Zone 7
City of
Livermore PG&E Zone 7 1/12/2024 CalTrans
Trail Connections
Trail Overcrossing Trail Connections
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 463
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PROFILE
1" = 20' HORIZ.
1" = 8' VERT.

Livermore, CA 94551
Phone: (925)
245-8788
www.kierwright.com
JANUARY, 2024
OF 1 SHEETS
SHEETDATESCALEDESIGNERJOB NO. 96562-54
NO. REVISION NO. BY REVISION BY
LIVERMORE INDUSTRIAL PARTNERS 40 LLC
SMP 40
JAM

LIVERMORE, CALIFORNIA
OF
FOR

DRAWN BY KAS

AS SHOWN

PRELIMINARY
LEGEND

EXHIBIT - BRIDGE CROSSING
1 ISABEL AVE
(HWY 84)

ISABEL AVE
(HWY 84)

EXHIBIT E
60'-0"
37'-0" 30'-0"
185'-0"
195'-0"
195'-0"
PILE
PILE

ABUTMENT

ABUTMENT
WEATHERED STEEL TRUSSSUPERSTRUCTURE WITH CASTIN-PLACE CONCRETE DECK

FINISHEDGRADE
WEATHERED STEEL TRUSSSUPERSTRUCTURE WITH CASTIN-PLACE CONCRETE DECK

ABUTMENT

ABUTMENT
ZONE OF 25'-0" MAX. LONGRETAINING WALL

TIEBACKS
ZONE OF 32'-0" MAX. LONGRETAINING WALL

TIEBACKS
25'-0" MAX. LONGTIEBACKS
32'-0" MAX. LONGTIEBACKS
PASEMARKUPS2/5/2024
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 464

ATTACHMENT
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Trail Overcrossing and Trail Connections Credits
The Developer’s monetary contribution towards the costs of the Trail Overcrossing and Trail Connections shall equal Seven-Hundred-Fifty-Thousand Dollars ($750,000.00) (the “Developer Obligation”). The $750,000 Developer Obligation is in addition to the design and permitting costs the Developer is responsible as set forth in the Agreement. City and Developer shall diligently pursue grant funding opportunities to fund the remaining Trail Overcrossing and Trail Connections, less the Developer Obligation. In the event that a grant funding opportunity is not successful, City shall credit Developer using Traffic Impact Fees (TIF) less the Developer Obligation, in accordance with Livermore Municipal Code Section 12.30.080, Credit and Reimbursement, and as set forth below in exchange for Developer constructing the Trail Overcrossing and Trail Connections.

The Developer shall provide, at its own cost, an Engineer’s cost estimate for the Trail Overcrossing and Trail Connections, subject to the City Engineer’s review and approval.

The Engineer’s cost estimate shall include all hard costs (including, without limitation, contractor time, materials), management costs (equaling 5% of the hard costs), City plan check and inspection, third party inspections, ten percent contingency (10%) applied to construction costs only, City building permit fees (if any), all other permitting and regulatory fees/costs, costs (including consultant costs) for environmental and regulatory approval of the Trail Overcrossing and Trail Connections, and construction bonds and insurance. The City’s TIF credits shall equal up to a maximum of 10 percent over the Engineer’s cost estimate; if the final cost estimate exceeds the Engineer’s cost estimate by more than 10 percent, the Developer shall pay the remaining Trail Overcrossing and Trail Connections cost over the Engineer’s estimate. For avoidance of doubt, Developer shall have no right of credits or reimbursements for the design costs of the Trail Overcrossing or Trail Connections. City shall credit Developer for the Trail Overcrossing and Trail Connections as follows:

City shall provide Developer a TIF credit of the SMP 40 Project’s Traffic Impact Fees (the “Impact Fee Credit”) for the identified Engineer’s cost estimate for the Trail Overcrossing and Trail Connections (or up to a maximum of 10 percent over this estimate as specified above). The Impact Fee Credit shall be credited against the TIF that are collected at the time each building permit is paid, and on a permit-by-permit basis as Developer’s obligations to pay such impact fees accrue until the last SMP 40 Project building permit is issued.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 465
ATTACHMENT 3
844

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City Clerk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
(Space Above This Line Reserved for Recorder’s Use Only)

PRE-ANNEXATION AND DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF LIVERMORE
AND
LIVERMORE INDUSTRIAL PARTNERS 40, LLC; AND SMP-40, LLC
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 466
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RECITALS
This Agreement is based on the following facts:

The SMP 40 Property is described more specifically in the attached Exhibit A. The SMP 40 Property does not include property located within SMP 39 or the Additional Annexation Only DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 467
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Parcels, as described in Recitals E and F below. Development of the SMP 40 Property is described in Recitals G and H, below, and set forth in more detail in Exhibit B (SMP 40 Development Description) and Exhibit C (Site Plan for the SMP 40 Property). Developer is in contract to purchase SMP 40 Property from Seller, and under that contract has the primary rights and obligations regarding application for and funding the Entitlements, described below in Recital I, for the SMP 40 Property as set forth in this Agreement. Developer is required to annex the SMP 40 Property into the City to facilitate the SMP 39/SMP 40 Project, defined below in Recital G.

H. SMP 39 and SMP 40 shall be developed with light industrial development uses consistent with the City’s Low-Intensity Industrial General Plan designation, including research DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 468
ATTACHMENT 3
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and development, professional and administrative offices, experimental and testing laboratories, manufacturing of electronic and other high-end complex products, a limited amount of warehouse and distribution, and similar uses as stated in PD-I 22-001, the zoning for the property (Exhibit D). The SMP 39/SMP 40 Project includes (i) on SMP 39, approximately six light industrial buildings consisting of up to 755,500 square feet (sf) of development and, (ii) on SMP 40, two light industrial buildings consisting of up to 759,275 sf of development. Exhibit C shows the proposed site plan for the SMP 40 Development. Developer and City intend that separate Pre-annexation and Development Agreements will be entered into for SMP 39 and SMP 40, respectively, in order to segregate the rights and obligations related to each property. This Agreement, as reflected herein, addresses the SMP 40 Property and no other property.

I. The Developer has applied for the following entitlements (“Entitlements”) for the SMP 40 Property from the City of Livermore as required under the Livermore Development Code, to be vested in accordance with this Agreement pending annexation of the SMP 40 Property into the City of Livermore:
• General Plan Amendment (GPA 21-001) to change the City of Livermore designation of SMP 39 and SMP 40 from Open Space/Sand and Gravel (OSP/S&G) to Low-Intensity Industrial (LII) and to change the City of Livermore designation of the Additional Annexation Only Parcels from Open Space/Sand and Gravel (OSP/S&G) to Parks, Trailways, Recreation Areas (OSP) (the “General Plan Amendment” or “GPA”);
• Pre-zoning of SMP 39 and SMP 40 (DCA 21-005, ZMA 21-002 and PD-I 22- 001) by (i) amending the City’s zoning map to rezone SMP 39 and SMP 40 to the Planned Development - Industrial (PD-I) 22-001 zoning district, which includes the “Planned Development-Industrial 22-001 Zoning Standards” described more fully in attached Exhibit D; and (ii) pre-zoning the Additional Annexation Only Parcels to Open Space Flood Plain (the “Prezoning”). The Prezoning shall become effective with respect to SMP 39, SMP 40, and the Additional Annexation Only Parcels upon their annexation to the City in accordance with California Government Code section 65859;
• SOI Amendment and Annexation (APZ 21-003) authorizing submittal of an application to the Alameda County Local Agency Formation Commission (“LAFCo”) to (i) include SMP 39 within the City of Livermore’s SOI (and remove SMP 39 from the City of Pleasanton’s SOI); and (ii) annex SMP 39, SMP 40, and the Additional Annexation Only Parcels from Alameda County into the City;
• Vesting Tentative Parcel Map 11219 (SUB 21-009) authorizing the creation of two development parcels for the SMP 40 Property, (the “Tentative Map”); • Site Plan Design Review (SPDR 21-008) certifying compliance with the “Applicable Rules” (meaning the rules, regulations, and official policies of the City, including but not limited to the City’s General Plan and Livermore DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 469
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Development Code, as they existed on the Effective Date, except as otherwise amended by the approved Entitlements or this Agreement) and the Planned Development Standards with respect to the development proposed on the SMP 40 Property (the “SPDR Approval”); and
• This Pre-annexation and Development Agreement (DA 23-002) to vest certain rights to the Developer and to provide specific public benefits that meet certain public purposes of the local government.

NOW, THEREFORE, the City and Developer hereby agree that the aforementioned recitals are true and correct and incorporated by reference as fully set forth below, and further agree as follows:

Following the expiration of the Term, or the earlier completion of development of the SMP 39/SMP 40 Project and all of Developer’s obligations in connection therewith, or the failure of SMP 39 or SMP 40 to be annexed into the City of Livermore in accordance with Section 5(g) of this Agreement, this Agreement shall be terminated and of no further force and effect, subject, however to the provisions of Section 10 and Section 16.

4. Developer Obligations; Schedule of Performance. The Developer shall comply with the requirements set forth in the Schedule of Performance and tasks listed below. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing between the City and the Developer, which shall be accomplished through a separate document and without the need to amend this Agreement. The City DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 471
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Manager shall have the authority to approve on behalf of the City any revision to a date in the Schedule of Performance that he or she deems appropriate, provided that the revision extends the performance deadline for a time period no longer than one year.

Developer shall comply with the following Schedule of Performance:
a. Developer shall initiate timely applications for the SOI amendment for SMP 39 and the annexation for SMP 39, SMP 40, and the Additional Annexation Only Parcels, which shall be reviewed by the appropriate decision-making bodies for each parcel, which may include the City of Pleasanton, Livermore City Council and LAFCo. b. Developer shall pay a $100,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department for marketing SMP 39 for the desired land uses identified in PD-I 22-001.
i. Prior to issuance of the first building permit for the SMP 40 Property, the Developer shall pay an initial $50,000 cash contribution to the City of Livermore Office of Innovation and Economic Development Department, which is to be used towards marketing SMP 39 for the desired land uses identified in PD-I 22-001.
ii. Developer shall pay a second $50,000 contribution to the City of Livermore Office of Innovation and Economic Development Department no later than one (1) year following the receipt of the initial $50,000 contribution, to be used toward further marketing SMP 39 for the desired land uses identified in PD-I 22-001.
c. In addition to the on-site trail required by the Project, as set forth in the Conditions of Approval, Developer shall construct an off-site grade-separated overcrossing (bridge) of Isabel Avenue/State Route 84 north of the existing railroad tracks and Stanley Boulevard as a required public benefit (“the Trail Overcrossing”). Developer shall also construct trail connections from the terminus of the bridge to the existing off-site Arroyo Mocho trail east of Isabel Avenue and from the terminus of the bridge west of Isabel Avenue, north to the existing trail along the Zone 7 property (north of the Arroyo Mocho Channel) (“the Trail Connections”). The Trail Overcrossing shall have a span of approximately 190-210 feet and shall run parallel with the existing railroad tracks. The materials shall consist of a fabricated truss and a weathered steel span bridge with concrete flooring. The Trail Overcrossing shall be supported by two castin-place concrete abutments which are supported by cast-in-drilled-hole concrete piles. An approach retaining wall shall be required on the east end. The Trail Overcrossing shall be cambered so it will drain from the middle to each end and then drain to the edges and connect to Caltrans storm drains. A site plan and preliminary design details are provided in Exhibit E. Final designs shall be conditioned to meet the requirements of applicable permitting agencies. Permits shall be required from the City of Livermore and Caltrans. In addition, an encroachment permit will be required from Caltrans. The Trail Overcrossing and Trail Connections shall be designed as described above or with similar design features as approved by the Community Development Director. The Trail Overcrossing and Trail Connection design shall DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 472
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include lighting, cameras, and/or other safety and security measures as required by the City’s Chief of Police and City Engineer.
i. As part of Final Map submittal for the SMP 40 Property, the Developer shall pay for and submit design plans, cost estimates, and project bids to the City for review and approval for the Trail Overcrossing and the Trail Connections.

Morgan Chase, Wells Fargo Bank, or Bank of America in the amount of the remaining estimated cost of construction of the Trail Overcrossing and the Trail Connections, plus a 25 percent contingency added to the remaining estimated cost. The irrevocable letter of credit shall provide the City with sole and unilateral release of funds and shall be in a form approved by the City Attorney. The remaining estimated cost shall be determined by an updated Engineer’s cost estimated provided and approved by the City Engineer prior to the issuance of Certificate of Occupancy for Building 2. Unless the City DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 473
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Engineer determines in his or her discretion that a delay by a public agency other than the City was the sole reason for Developer’s failure to complete to the Trail Overcrossing or Trail Connection, the Developer Obligation to the Trail Overcrossing and Trail Connections shall increase every six months following issuance of the Certificate of Occupancy of Building 2 on the SMP 40 Property until the Trail Overcrossing and the Trail Connections have been completed, including acceptance of the public improvements by the Livermore City Council as follows: $25,000 every six months during year one, $50,000 every six months during year two, and $75,000 every six months during year three. The Developer shall remain responsible for paying for and obtain all necessary permits and approvals from all applicable government agencies as noted in Section 4(c)v and completing all on- and off-site trail improvements including the Trail Overcrossing and the Trail Connections, subject to acceptance of the public improvements by the Livermore City Council. The obligation to provide an irrevocable letter of credit shall be independent of, and in addition to, the City’s standard bond requirements under the Subdivision Improvement Agreement.
vi. In accordance with Chapter 12.30, Traffic Impact Fee on Development Section 12.30.080, Credit and Reimbursement, the Developer shall be eligible for Traffic Impact Fee (TIF) credits to construct the Trail Overcrossing and Trail Connection costs, less the $750,000 Developer Obligation. As described further in attached Exhibit F, City shall provide Developer a TIF credit of the SMP 40 Project’s Traffic Impact Fees (the “Impact Fee Credit”) for the identified Engineer’s cost estimate (or up to 10 percent over this estimate as specified above). If the construction cost estimate exceeds 10 percent of the Engineer’s cost estimate, the Developer shall pay the remaining Trail Overcrossing and Trail Connections cost over the Engineers estimate. The Impact Fee Credit shall be credited against the TIF that are collected at the time each building permit is paid, and on a permit-by-permit basis as Developer’s obligations to pay such impact fees accrue until the last SMP 40 Project building permit is issued. Notwithstanding anything to the contrary in this Agreement, if the Engineer’s cost estimate has not been prepared and/or approved prior to when payment of TIF is due, Developer shall pay the applicable TIF when due and City shall provide Developer a cash reimbursement in the dollar amount of TIF Credit within thirty (30) business days after City Engineer’s review and approval of the Engineer’s cost estimate, such approval not being unreasonably withheld, conditioned, or delayed.

5. Vested Development Rights. Subject to annexation into the City and the terms of this Agreement, the SMP 40 Development shall vest in accordance with this Agreement, and the Developer has the right to develop and use the SMP 40 Property in accordance with:
a. The City’s General Plan and the Livermore Development Code in effect on the Effective Date and the Entitlements in effect on the Annexation Date; DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 474
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b. All other City policies, ordinances, resolutions, rules, regulations, and standards applicable to development or use of the SMP 40 Property on the Effective Date, except that Developer shall:
(1) Pay the processing and development impact fees applicable City-wide that are in effect at the time the fees are paid. Payment for said fees shall be made prior to issuance of any building permits. (2) Comply with Building Code requirements in effect on a City-wide basis at time of Building permit submittal;
(3) Comply with construction and technical design standards or specifications for public improvements that are applicable City-wide at time of Building permit submittal;
(4) Comply with changes in City laws, regulations, plans, or policies applicable City-wide, the terms of which are found by the City Council, based on substantial evidence, to be necessary to protect members of the public from a condition dangerous to public health or safety; (5) Comply with a change in City law, regulations, plans, or policies that is:
i. Specifically mandated by state or federal law, or by any regional governmental agency that has legal authority over the City under state law or a joint powers agreement; or
ii. A result of or in response to state or federal law, or regional agency action, made necessary in order for the City to avoid losing or not receiving substantial funding or other substantial public benefits or facilities that would be available to the City only if it makes such a change; or
iii. Specifically mandated by, or necessary for compliance with or implementation of, the terms of any permit, entitlement, or other authorization necessary for the development of the Property that is issued or granted to the City, County, and/or Developer by any federal, state or regional agency;
(6) Following any subsequent environmental review, comply with required mitigation measures; and
c. In the event that Developer applies for any subsequent entitlements, subsequent entitlements shall be subject to the City’s ordinances, rules, regulations and policies in effect on the date of submittal of the subsequent entitlements. d. If there is any inconsistency between this Development Agreement and a permit or entitlement issued for the SMP 40 Property, this Development Agreement shall control.

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e. Developer acknowledges that execution of this Agreement by the City does not constitute approval of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation, and approval process in accordance with the limitations set forth herein. f. Upon annexation of SMP 39 and 40, Developer agrees that all mining permits previously granted by Alameda County on the SMP 39 and SMP 40 properties shall be forfeited, and no mining operations shall occur on the SMP 39 Property or the SMP 40 Property. No later than 60 days from the date LAFCo approves annexation of the SMP 40 Property, subject to any extension granted by the City, Developer shall coordinate with Alameda County to complete any final actions required to remove the mining permits and all associated permissions related to mining operations from the SMP 39 and SMP 40 properties. g. The Parties agree that the obligations set forth in this Agreement are conditioned upon the passing of a City Council Resolution authorizing submittal of an application to LAFCo for SOI and Annexation, the filing of an application with LAFCo to modify the SOI for SMP 39, annex SMP 39, SMP 40 and the Additional Annexation Only Parcels, requesting waiver of notice, hearing and protest from LAFCo, subject to LAFCo approval. Furthermore, the Parties also agree that the obligations set forth in this Agreement are conditioned upon the approved and finalized SOI modification and annexation of the SMP 39 and SMP 40 Properties and the Additional Annexation Only Parcels into the City of Livermore. Upon approval of the SMP 39/SMP 40 Project by the City, the City agrees to act in good faith, in collaboration with the Developer, to support and timely process the annexation application with LAFCo. The Developer shall be responsible for all costs associated with annexation, including but not limited to preparation of the LAFCo application, LAFCo application submittal fees, and any other City-related annexation fees. Annexation of SMP 39, SMP 40, and the Additional Annexation Only Parcels shall be completed no later than 18 months from the Effective Date of this Agreement, unless extended by written agreement of the Parties. If the annexation is not completed within this time period, subject to any agreed upon extension, the Agreement is null and void. h. Developer shall not dispute or challenge the validity of the Pre-annexation and Development Agreement for SMP 39. Any legal challenge to the validity or enforceability of the Pre-annexation and Development Agreement for SMP 39 shall constitute a legal challenge to the Pre-annexation and Development Agreement for SMP 40 and the SMP 39/SMP 40 Project. In the event of a valid legal challenge, this Agreement shall be terminated after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw or abrogate the City’s approval of this Agreement or the Pre-annexation and Development Agreement for SMP 39.

7. Periodic Review. Review of this Agreement shall be made annually, consistent with Government Code section 65865.1 and Livermore Development Code Chapter 9.04.

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12. Mortgagee Protection.
a. This Agreement shall not prevent or limit Developer in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust, or other security device securing financing with respect to the Property (“Mortgage”). This DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 477
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Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and inure to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”) who acquires title to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise.
b. Liability for Past Defaults. Any Mortgagee, including the successful bidder at a foreclosure sale, who takes title and possession of the Property, or any portion thereof, pursuant to such foreclosure, shall take the Property, or portion thereof, subject to the provisions of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Property by such Mortgagee.

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15. Release Upon Transfer. Upon the sale, transfer, or assignment, in whole or in part, of Developer’s right and interest to all or any portion of the Property, Developer shall be released from its obligations hereunder with respect to the portion so conveyed, provided:
(i) Developer (or transferee) was not in default of this Agreement at the time of conveyance, (ii) Developer provided to City prior written notice of such transfer, and (iii) with respect to sale or transfer of any lot that has not been fully improved, the transferee executes and delivers to City a written assumption agreement in which: (a) the name and address of the transferee is set forth, and (b) the transferee expressly assumes the obligations of Developer under this Agreement as to the portion of the Property conveyed. Failure to deliver a written assumption agreement hereunder shall not negate, modify, or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

The Developer, in its capacity as the Developer or owner of the Property, shall have no obligation to reimburse the City for costs incurred after the date on which the Developer or owner of the Property give the City written notice of their decision to settle a case, even if the City does not agree to the settlement. If legal action is brought by one of the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 479
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Parties to enforce a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees, expert witness fees, and court costs.

18. Notices. The address of each party for the purpose of all notices permitted or required by this Agreement is as follows:

To City: City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: Community Development Director
and Ashley Vera, Senior Planner
With a copy to: City Attorney
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
To Developer: Overton Moore Properties
19700 South Vermont Avenue, Suite 101
Torrance, CA 90502
Attention: Timur Tecimer
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, CA 94111
Attention: Christian Cebrian
To Seller: SMP-40, LLC
1459 18th St #317
San Francisco, CA 94107
Attention: Jennifer Jimenez-Cruz
With a copy to: Allen Matkins
Three Embarcadero Center
12th Floor
San Francisco, CA 94111
Attention: Marshall Wallace
The written address of each Party set forth above may be changed by written notice given not less than five (5) days prior to the date such change is to be in effect. All notices under this Agreement shall be in writing, shall be properly addressed, and shall be sent by personal delivery, United States mail (registered, certified, or Express Mail, return receipt requested and postage prepaid), or by overnight courier delivery service. All such notices shall be considered delivered: (i) if personally delivered, on the date of delivery; (ii) if sent by United States mail in the manner prescribed above, on the date shown on the return receipt for acceptance or rejection; or (iii) if sent by overnight courier delivery DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 480
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service, on the date of delivery or attempted delivery as shown by the written delivery record of such service.

22. Time Is of the Essence. Time is of the essence for each provision of this Agreement for which time is an element.

23. Certificate of Compliance. Any Party may, at any time, request that the City indicate in writing: (i) whether this Agreement is in full force and effect; (ii) whether this Agreement has been amended or modified, and if so amended, the nature of any such amendments; or (iii) whether to the best of City’s knowledge the requesting Party is in default in the performance of any of its obligations under this Agreement, and if in default, the nature of any such default. City shall endeavor in good faith to respond to any such request within thirty (30) days following the receipt thereof. The Parties shall be entitled to one certificate of compliance per year without any fee being assessed by the City. For any additional certificates of compliance requested in a single year, the City may charge the requesting party a reasonable fee related to the actual cost to prepare the certificate.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.
[Signatures on following page]
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IN WITNESS WHEREOF, the Parties have signed this Pre-annexation and Development Agreement on the dates indicated below.

A SMP 40 Property Description
B SMP 40 Development Description
C Site Plan for SMP 40 Property
D Planned Development-Industrial (PD-I) 22-001 Zoning Standards E Trail Overcrossing and Trail Connections Site Plan and Preliminary Design Details
F Trail Overcrossing and Trail Connections Credits
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Your Reference: Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/9/2023 11:44 AM by MAV lPrelim (DSI Rev. 9/13/16) Page 3 Order No.: 36303338-363-LB-KD

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA, IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

TRACT ONE:

PURSUANT TO CERTIFICATE OF COMPLIANCE AND BOUNDARY ADJUSTMENT RECORDED OCTOBER 30, 2014 AS INSTRUMENT NO. 2014262802, OF OFFICIAL RECORDS.

APN: 904-0009-001-00, 904-0003-001-05 AND 946-1350-006-02 TRACT TWO:

PARCEL A:

A PORTION OF PLOT 10 OF THE BERNAL PORTION OF RANCHO EL VALLE DE SAN JOSE, AS SHOWN ON

BEGINNING AT THE INTERSECTION OF THE LINE DIVIDING PLOTS 10 AND 20 OF THE BERNAL PORTION

EXCEPTING THEREFROM THAT PORTION OF THE ABOVE DESCRIBED PROPERTY LYING WITHIN THE DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 484
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Your Reference: Chicago Title Company

APN: 904-0010-002-02
PARCEL B:

BEING PARCEL B OF PARCEL MAP 5605, FILED SEPTEMBER 21,1989, MAP BOOK 187, PAGES 29 AND 30, ALAMEDA COUNTY RECORDS.

APN: 904-0010-007-00
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SMP 40 Development Description
Assessor Parcel Number 904-10-2-2 is also known as SMP 40 (“SMP 40 Property”). The aforementioned SMP number references the Surface Mining Permit (SMP) numbers applicable to the site. The Surface Mining Permit for the SMP 40 Property was approved by Alameda County in 2004 to allow for the extraction of sand and gravel (i.e., aggregate) within the site; however, aggregate mining has not occurred within the SMP 40 Property. The SMP 40 Property is approximately 41 acres and is located within unincorporated Alameda County, the City of Livermore Sphere of Influence (SOI), and the City of Livermore South Livermore Urban Growth Boundary (UGB). The Property is zoned Agricultural by Alameda County with a County General Plan designation of Industrial. The SMP 40 Property has a City of Livermore General Plan designation of Open Space/Sand and Gravel.

The SMP 40 Development includes a paved at-grade, on-site trail along the boundaries of the SMP 40 Property, consistent with the City’s Active Transportation Plan. Specifically, the on-site trail shall extend from the northeastern corner of the site, along the SMP 40 Property’s eastern, southern, and western boundaries, before connecting to the existing off-site trail at the northwestern corner of SMP 40 Property, which extends along the west side of the Oaks Business Park to the north and connects to West Jack London Boulevard. The portion of the onDocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 486
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site trail located along the SMP 40 Property’s eastern and southern boundaries shall be located within a Zone 7 easement north of the Arroyo Mocho.

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PLANNED DEVELOPMENT

3. The District is intended to establish development standards and regulations consistent with the intent of the Low Intensity Industrial General Plan designation.

5. Development shall be in conformance with the requirements of the Livermore Development Code as it exists now or is amended in the future, except as modified by the following regulations.

6. Development is subject to the Citywide Design Standards and Guidelines as they exist now or may be amended in the future unless otherwise modified by the following regulations.

A. Principal Permitted Uses:

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The following are the principal permitted uses for SMP 391 and SMP 40:

1. Research and development facilities

2. Professional and administrative offices

3. Experimental and testing laboratories

4. Manufacture of electric and electronic circuits, instruments, and devices

5. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 22

6. Medical diagnostic and manufacturing facilities

8. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

Additional Permitted Uses for SMP 39 only:

1. Restaurants, except fast food
Additional Permitted Uses for SMP 40 only:

1. Warehousing and distribution facilities, dry or refrigerated

2. Warehousing and distribution facility – E-commerce/Third Party Logistics (3PL)

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5. Similar uses as determined by the Community Development Director to be of the same general character as the listed uses.

B. Conditional Uses for SMP 39 and 40:

1. Public and quasi-public uses.

2. Manufacture of pharmaceutical products or life science facility, not exceeding Biosafety Level 33

3. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

Conditional Uses for SMP 39 only:

1. Fast-food businesses, banks, personal services, or goods required for the convenience and support of occupants of uses in the surrounding district(s).

2. Warehouse and distribution facilities, including E-commerce/Third Party Logistics (3PL) uses, with the condition that these uses may only occupy up to 20 percent of the total buildable site area.

4. Similar uses as determined by the Planning Commission to be of the same general character as the listed uses.

C. Accessory Uses Permitted on SMP 39 and 40:

1. Signs subject to the requirements established by the Livermore Development Code, as well as the Citywide Design Standards and Guidelines, as it exists now or is amended in the future.

2. Accessory uses and buildings customarily appurtenant to a permitted use.

3. Living quarters determined by the Community Development Director to be necessary for surveillance purposes.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 491
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D. Special Development Requirements for SMP 39 and 40:

1. Uses shall be designed and integrated into the site in a manner that maintains and is complementary to the corporate and professional character of the nearby Oaks Business Park.

2. Outdoor service and storage yards shall be screened from public view consistent with Livermore Development Code Section 6.03.100, Outdoor Storage, as it exists today or is amended in the future.

3. For SMP 40 only: Commercial/Industrial buildings shall be located a distance of at least 500 feet from Isabel Avenue.

E. Site Development Regulations for SMP 39 and 40:

The following minimum requirements shall be observed, except where increased for conditional uses:

1. Lot Area: Twenty thousand square feet

2. Lot Width: One hundred feet

3. Setbacks: Setback requirements are established below. Buildings shall not be permitted within required setbacks.

Where a building front is visible from the street, a minimum fivefoot wide landscaped strip abutting the foundation shall be included, allowing for necessary entrances
2) Rear and Side: None, except for a 20-foot setback from the top of the Arroyo Mocho bank on SMP 40 which should be
determined from a 2.5:1 slope projection from the toe of DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 492
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channel/mining pit to the top, as required in the Environmental Impact Report for the project.

5. Lot Coverage: The building coverage maximum shall be 45 percent.

F. Signs

G. Other Required Standards for SMP 39 and 40:

A. On SMP 39, semi-truck access to the site (arrivals and departures) shall be limited to 96 trips between the hours of 10:00 PM and 7:00 AM.

2. Air Pollution. All uses shall comply with regulations of the San Francisco Bay Area Air Pollution Control District.

3. Vibration, Heat, Glare, Electrical Disturbance. No use shall be permitted which creates noise, odors, vibrations, heat, glare, or electrical disturbances beyond the DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 493
ATTACHMENT 3
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boundaries of the site. Lighting used to illuminate buildings, structures, uses, or parking and loading areas shall not be directed toward any public right-of-way.

4. Fire, Explosion. All uses shall provide adequate safety devices and adequate firefighting and fire suppression equipment to protect against fire, explosion, and other hazards.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 494
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Las Positas
Golf Course
San Francisco
Premium Outlets
Undeveloped
Land
Gravel Quarries/
Industrial Ponds
Livermore
Municipal
Airport
Oaks
Business
Park
Gravel Quarries/
Industrial Ponds
SingleFamily
Residences
Additional
Annexation
Only Parcels
Figure 1
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 495
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City of Livermore
This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions. 4,800 Livermore IT, GIS Services
800.0
1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 0 800.0 Feet Notes 400.00
Preliminary Arroyo Bike Trail Connection - Bridge Over Isabel Avenue Legend
Proposed Bridge
Proposed Trail
Existing Bridge
Existing Trail SMP 40 LLC Zone 7
City of
Livermore PG&E Zone 7 1/12/2024 CalTrans
Trail Connections
Trail Overcrossing Trail Connections
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 496
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PROFILE
1" = 20' HORIZ.
1" = 8' VERT.

LIVERMORE, CALIFORNIA
OF
FOR

DRAWN BY KAS

AS SHOWN

PRELIMINARY
LEGEND

EXHIBIT - BRIDGE CROSSING
1 ISABEL AVE
(HWY 84)

ISABEL AVE
(HWY 84)

EXHIBIT E
60'-0"
37'-0" 30'-0"
185'-0"
195'-0"
195'-0"
PILE
PILE

ABUTMENT

ABUTMENT
WEATHERED STEEL TRUSSSUPERSTRUCTURE WITH CASTIN-PLACE CONCRETE DECK

FINISHEDGRADE
WEATHERED STEEL TRUSSSUPERSTRUCTURE WITH CASTIN-PLACE CONCRETE DECK

ABUTMENT

ABUTMENT
ZONE OF 25'-0" MAX. LONGRETAINING WALL

TIEBACKS
ZONE OF 32'-0" MAX. LONGRETAINING WALL

TIEBACKS
25'-0" MAX. LONGTIEBACKS
32'-0" MAX. LONGTIEBACKS
PASEMARKUPS2/5/2024
DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 497

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Trail Overcrossing and Trail Connections Credits
The Developer’s monetary contribution towards the costs of the Trail Overcrossing and Trail Connections shall equal Seven-Hundred-Fifty-Thousand Dollars ($750,000.00) (the “Developer Obligation”). The $750,000 Developer Obligation is in addition to the design and permitting costs the Developer is responsible as set forth in the Agreement. City and Developer shall diligently pursue grant funding opportunities to fund the remaining Trail Overcrossing and Trail Connections, less the Developer Obligation. In the event that a grant funding opportunity is not successful, City shall credit Developer using Traffic Impact Fees (TIF) less the Developer Obligation, in accordance with Livermore Municipal Code Section 12.30.080, Credit and Reimbursement, and as set forth below in exchange for Developer constructing the Trail Overcrossing and Trail Connections.

The Developer shall provide, at its own cost, an Engineer’s cost estimate for the Trail Overcrossing and Trail Connections, subject to the City Engineer’s review and approval.

DocuSign Envelope ID: FA4B4EDF-EA7E-412C-BB1A-6D66AD13828C 498
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PLANNING COMMISSION STAFF REPORT ITEM NO. 10.2
DATE: March 5, 2024
TO: Chairperson and Members of the Planning Commission
FROM: Steve Riley, Acting Planning Manager
SUBJECT: Supplemental items received after the meeting.

RECOMMENDED ACTION

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

5.1 - Hearing to consider a request for an Annexation/Prezoning, Pre-Annexation and Development Agreements, General Plan Amendment, Zoning Map Amendment, Development Code Amendment, Vesting Tentative Parcel Map, Vesting Tentative Tract Map, Planned Development, and Site Plan Design Review for the SMP 39 and 40 Project to zone for and develop light industrial uses near the northwest part of the City.

Materials Received: Public Comment, Staff Presentation, Developer Presentation

DISCUSSION

ATTACHMENTS

1. Supplemental Materials
Prepared by: Michele Donley
Division Clerk
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You don't often get email from [email protected]. Learn why this is important From: Planning Web Email
To: Ashley Vera
Subject: FW: New eComment for Planning Commission
Date: Wednesday, March 6, 2024 8:12:01 AM
From: [email protected] <[email protected]> Sent: Tuesday, March 5, 2024 5:36 PM
To: City Clerk <[email protected]>; Planning Web Email <[email protected]> Subject: New eComment for Planning Commission
Exercise Caution: This message is from outside the City email system. Do not open links or attachments from untrusted sources.

New eComment for Planning Commission
Katie Marcel submitted a new eComment.

Meeting: Planning Commission
Item: 5.1) Hearing to consider a request for an Annexation/Prezoning, Pre-Annexation and Development Agreements, General Plan Amendment, Zoning Map Amendment, Development Code Amendment, Vesting Tentative Parcel Map, Vesting Tentative Tract Map, Planned Development, and Site Plan Design Review for the SMP 39 and 40 Project to zone for and develop light industrial uses near the northwest part of the City. eComment: Thank you for the opportunity to support the development of light industrial uses in the Tri-Valley region. Innovation Tri-Valley Leadership Group (ITV) is dedicated to fostering collaboration among businesses, educational institutions, and civic leaders. We endorse the City of Livermore's effort to zone and develop light industrial areas as it aligns with our Vision 2040 goal of ensuring that industrial-zoned lands maximize the job-creation and innovation potential of the area. ITV encourages the Planning Commission to keep the 2040 Vision for the region in mind as the priorities identified represent over 1,000 regional stakeholders who participated in the Vision planning. The vision specifically cites the planning of light industrial parks and innovation “zones” as a key driver of the region’s innovation ecosystem and future economic development. Thank you for your consideration, Katie Marcel, CEO, Innovation Tri-Valley Leadership Group
View and Analyze eComments
This email was sent from https://livermore.granicusideas.com. 2 ATTACHMENT 3
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3 ATTACHMENT 3
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VIA E-MAIL
March 5, 2024
City of Livermore Planning Commission
City Council Chambers
1016 S. Livermore Avenue
Livermore, CA 94550
Em: [email protected]
RE: City of Livermore’s SMP 39 and 40 Planning Commission Meeting
Dear Ashley Vera,
On behalf of “Carpenters Local 713”, my Office is submitting these comments for the City of Livermore’s (“City”) Draft Environmental Impact Report (“Draft EIR” or “DEIR”) and Final Environmental Impact Report (“Final EIR” or “FEIR”) for the March 5, 2024 Planning Commission Meeting for the SMP 39 and 40 Project (“Project”).

According to the Project’s Notice of Availability (“NOA”) of a Draft EIR Project Description:
“On SMP 38, the proposed project includes a Sphere of Influence (SOI) Amendment to include SMP 38 within the City of Livermore SOI and remove it from the City of Pleasanton’s SOI. The City of Livermore General Plan land use designation for SMP 38 would remain Limited Agriculture and Open Space/Sand and Gravel and the Alameda County zoning designation would remain Agriculture. Development of SMP 38 is not proposed.

For SMP 39, the proposed project would include development of a total of up to six light industrial buildings, consisting of up to approximately 755,500 square feet (sf) of new building space, and associated internal roadways and other improvements. For SMP 40, the proposed project would include development of two industrial buildings containing up to 759,275 sf of new building space with 4 ATTACHMENT 3
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related internal roadways and other improvements. A number of approvals would be required for development of SMP 39 and SMP 40, including a SOI Amendment for SMP 39, General Plan Amendment, Pre-zoning and Annexation, Zoning Map Amendment/Planned Development, Vesting Tentative Subdivision Maps, a Pre-Annexation Agreement, and Development Agreement. A Site Plan Design Review entitlement is required for SMP 39 and SMP 40, which would include a review of the site plan, building, and landscape design; however, the entitlement is only proposed for SMP 40 at this time. A Site Plan Design Review entitlement will be required at a later date for the future development of SMP 39. In addition, the proposed project would include annexation of four additional parcels (APNs 904-10-2-3, -5, -7, and - 8) located east of SMP 40. Development is not proposed on the additional parcels as part of the proposed project.

The project would include a paved at-grade, on-site trail along the boundaries of the SMP 40 site, consistent with the City’s Active Transportation Plan. Specifically, the on-site trail would extend from the northeastern corner of the site, along the project site’s eastern, southern, and western boundaries, before connecting to an existing off-site paved shared-use path at the northwestern corner of site, which extends along the west side of the Oaks Business Park to the north and connects to West Jack London Boulevard.

In addition, the project would include a new off-site connection to the existing Arroyo Mocho Trail, located on the east side of Isabel Avenue/SR 84. For the purposes of the Draft EIR analysis, three alternatives for the proposed off-site Isabel Avenue/SR 84 crossing to the existing Arroyo Mocho Trail are considered and evaluated in the Draft EIR, including the following, and described in more detail in the Draft EIR:
• Trail Connection Option 1 – At-Grade Crossing at Discovery Drive;
• Trail Connection Option 2 – Undercrossing at Isabel Bridge; and • Trail Connection Option 3 – Overcrossing of Isabel Avenue/SR

84.”
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NOA of Draft EIR, pp. 1-2, emph. added.

The concurrently circulated Draft EIR contains the same project description.

DEIR, pp. 1-2—1-4.

Carpenters Local 713 is a labor union representing union carpenters in Alameda County , and has a strong interest in well-ordered land use planning and in addressing the environmental impacts of development projects.

Local 713 members live, work, and recreate in the City and surrounding communities and would be directly affected by the Project’s environmental impacts.

Carpenters Local 713 expressly reserves the right to supplement these comments at or prior to hearings on the Project, and at any later hearing and proceeding related to this Project. Gov. Code, § 65009, subd. (b); Pub. Res. Code, § 21177, subd. (a); see Bakersfield Citizens for Local Control v. Bakersfield (2004) 124 Cal.App.4th 1184, 1199- 1203; see also Galante Vineyards v. Monterey Water Dist. (1997) 60 Cal.App.4th 1109, 1121.

Carpenters Local 713 incorporates by reference all comments related to the Project or its CEQA review, including the Environmental Impact Report. See Citizens for Clean Energy v City of Woodland (2014) 225 Cal.App.4th 173, 191 (finding that any party who has objected to the project’s environmental documentation may assert any issue timely raised by other parties).

Moreover, Carpenters Local 713 requests that the City provide notice for any and all notices referring or related to the Project issued under the California Environmental Quality Act (CEQA) (Pub. Res. Code, § 21000 et seq.), and the California Planning and Zoning Law (“Planning and Zoning Law”) (Gov. Code, §§ 65000–65010).

California Public Resources Code Sections 21092.2, and 21167(f) and California Government Code Section 65092 require agencies to mail such notices to any person who has filed a written request for them with the clerk of the agency’s governing body.

I. THE CITY SHOULD REQUIRE THE USE OF A LOCAL
WORKFORCE TO BENEFIT THE COMMUNITY’S ECONOMIC

DEVELOPMENT AND ENVIRONMENT
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The City should require the Project to be built using local workers who have graduated from a Joint Labor-Management Apprenticeship Program and make a commitment to hiring a local workforce.

Community benefits such as local hire can also be helpful to reduce environmental impacts and improve the positive economic impact of the Project. Local hire provisions requiring that a certain percentage of workers reside within 10 miles or less of the Project site can reduce the length of vendor trips, reduce greenhouse gas emissions, and provide localized economic benefits. As environmental consultants Matt Hagemann and Paul E. Rosenfeld note:
[A]ny local hire requirement that results in a decreased worker trip length from the default value has the potential to result in a reduction of construction-related GHG emissions, though the significance of the reduction would vary based on the location and urbanization level of the project site.

March 8, 2021 SWAPE Letter to Mitchell M. Tsai re Local Hire Requirements and Considerations for Greenhouse Gas Modeling.

Workforce requirements promote the development of skilled trades that yield sustainable economic development. As the California Workforce Development Board and the University of California, Berkeley Center for Labor Research and Education concluded:
[L]abor should be considered an investment rather than a cost—and investments in growing, diversifying, and upskilling California’s workforce can positively affect returns on climate mitigation efforts. In other words, well-trained workers are key to delivering emissions reductions and moving California closer to its climate targets.1
Furthermore, workforce policies have significant environmental benefits given that they improve an area’s jobs-housing balance, decreasing the amount and length of job commutes and the associated greenhouse gas (GHG) emissions. In fact, on May 7, 1 California Workforce Development Board (2020) Putting California on the High Road: A Jobs and Climate Action Plan for 2030 at p. ii, available at https://laborcenter.berkeley.edu/ wp-content/uploads/2020/09/Putting-California-on-the-High-Road.pdf. 7 ATTACHMENT 3
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2021, the South Coast Air Quality Management District found that that the “[u]se of a local state-certified apprenticeship program” can result in air pollutant reductions.2

Locating jobs closer to residential areas can have significant environmental benefits.

As the California Planning Roundtable noted in 2008:

People who live and work in the same jurisdiction would be more likely to take transit, walk, or bicycle to work than residents of less balanced communities and their vehicle trips would be shorter. Benefits would include potential reductions in both vehicle miles traveled and vehicle hours traveled.3
Moreover, local hire mandates and skill-training are critical facets of a strategy to reduce vehicle miles traveled (VMT). As planning experts Robert Cervero and Michael Duncan have noted, simply placing jobs near housing stock is insufficient to achieve VMT reductions given that the skill requirements of available local jobs must match those held by local residents.4 Some municipalities have even tied local hire and other workforce policies to local development permits to address transportation issues. Cervero and Duncan note that:

In nearly built-out Berkeley, CA, the approach to balancing jobs and housing is to create local jobs rather than to develop new housing. The city’s First Source program encourages businesses to hire local residents, especially for entry- and intermediate-level jobs, and sponsors vocational training to ensure residents are employment-ready. While the program is voluntary, some 300 businesses have used it to date, placing more than 3,000 city residents in local jobs since it was launched in 1986. When needed, these carrots are matched by sticks, since the city is not shy about 2 South Coast Air Quality Management District (May 7, 2021) Certify Final Environmental Assessment and Adopt Proposed Rule 2305 – Warehouse Indirect Source Rule – Warehouse Actions and Investments to Reduce Emissions Program, and Proposed Rule 316 – Fees for Rule 2305, Submit Rule 2305 for Inclusion Into the SIP, and Approve Supporting Budget Actions, available at http://www.aqmd.gov/docs/default-source/Agendas/Governing-Board/2021/2021- May7-027.pdf?sfvrsn=10. 3
California Planning Roundtable (2008) Deconstructing Jobs-Housing Balance at p. 6, available at https://cproundtable.org/static/media/uploads/publications/cpr-jobs-housing.pdf 4 Cervero, Robert and Duncan, Michael (2006) Which Reduces Vehicle Travel More: Jobs-Housing Balance or Retail-Housing Mixing? Journal of the American Planning Association 72 (4), 475-490, 482, available at http://reconnectingamerica.org/assets/Uploads/UTCT-825.pdf. 8 ATTACHMENT 3
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negotiating corporate participation in First Source as a condition of approval for development permits.

Recently, the State of California verified its commitment towards workforce development through the Affordable Housing and High Road Jobs Act of 2022, otherwise known as Assembly Bill No. 2011 (“AB2011”). AB2011 amended the Planning and Zoning Law to allow ministerial, by-right approval for projects being built alongside commercial corridors that meet affordability and labor requirements.

The City should consider utilizing local workforce policies and requirements to benefit the local area economically and to mitigate greenhouse gas, improve air quality, and reduce transportation impacts.

II. THE PROJECT WOULD BE APPROVED IN VIOLATION OF THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
A. Background Concerning the California Environmental Quality Act The California Environmental Quality Act is a California statute designed to inform decision-makers and the public about the potential significant environmental effects of a project. 14 California Code of Regulations (“CEQA Guidelines”), § 15002, subd. (a)(1).5 At its core, its purpose is to “inform the public and its responsible officials of the environmental consequences of their decisions before they are made.” Citizens of Goleta Valley v. Board of Supervisors (1990) 52 Cal.3d 553, 564.

1. Background Concerning Environmental Impact Reports
CEQA directs public agencies to avoid or reduce environmental damage, when possible, by requiring alternatives or mitigation measures. CEQA Guidelines, § 15002, subds. (a)(2)-(3); see also Berkeley Keep Jets Over the Bay Committee v. Board of Port Comes (2001) 91 Cal.App.4th 1344, 1354; Citizens of Goleta Valley v. Board of Supervisors (1990) 52 Cal.3d 553; Laurel Heights Improvement Assn., 47 Cal.3d at p. 400. The EIR serves to provide public agencies and the public in general with information about the effect that a proposed project is likely to have on the environment and to “identify ways that environmental damage can be avoided or significantly reduced.” CEQA 5 The CEQA Guidelines, codified in Title 14 of the California Code of Regulations, section 15000 et seq., are regulatory guidelines promulgated by the state Natural Resources Agency for the implementation of CEQA. Cal. Pub. Res. Code, § 21083. The CEQA Guidelines are given “great weight in interpreting CEQA except when . . . clearly unauthorized or erroneous.” Center for Biological Diversity v. Dept. of Fish & Wildlife (2015) 62 Cal.4th 204, 217. 9 ATTACHMENT 3
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Guidelines, § 15002, subd. (a)(2). If the project has a significant effect on the environment, the agency may approve the project only upon finding that it has “eliminated or substantially lessened all significant effects on the environment where feasible” and that any unavoidable significant effects on the environment are “acceptable due to overriding concerns” specified in Public Resources Code section 21081. See CEQA Guidelines, § 15092, subds. (b)(2)(A)-(B).

While the courts review an EIR using an ‘abuse of discretion’ standard, the reviewing court is not to uncritically rely on every study or analysis presented by a project proponent in support of its position. Berkeley Jets, 91 Cal.App.4th at p. 1355 (quoting Laurel Heights Improvement Assn., 47 Cal.3d at pp. 391, 409 fn. 12) (internal quotations omitted). A clearly inadequate or unsupported study is entitled to no judicial deference. Id. Drawing this line and determining whether the EIR complies with CEQA’s information disclosure requirements presents a question of law subject to independent review by the courts. Sierra Club v. County of Fresno (2018) 6 Cal.5th 502, 515; Madera Oversight Coalition, Inc. v. County of Madera (2011) 199 Cal.App.4th 48, 102, 131. As the court stated in Berkeley Jets, prejudicial abuse of discretion occurs if the failure to include relevant information precludes informed decision-making and informed public participation, thereby thwarting the statutory goals of the EIR process. 91 Cal.App.4th at p. 1355 (internal quotations omitted).

The preparation and circulation of an EIR is more than a set of technical hurdles for agencies and developers to overcome. Communities for a Better Environment v. Richmond (2010) 184 Cal.App.4th 70, 80 (quoting Vineyard Area Citizens for Responsible Growth, Inc. v. City of Rancho Cordova (2007) 40 Cal.4th 412, 449-450). The EIR’s function is to ensure that government officials who decide to build or approve a project do so with a full understanding of the environmental consequences and, equally important, that the public is assured those consequences have been considered. Id. For the EIR to serve these goals it must present information so that the foreseeable impacts of pursuing the project can be understood and weighed, and the public must be given an adequate opportunity to comment on that presentation before the decision to go forward is made. Id.

A strong presumption in favor of requiring preparation of an EIR is built into CEQA.

This presumption is reflected in what is known as the “fair argument” standard under which an EIR must be prepared whenever substantial evidence in the record supports a fair argument that a project may have a significant effect on the environment. Quail 10 ATTACHMENT 3
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Botanical Gardens Found., Inc. v. City of Encinitas (1994) 29 Cal.App.4th 1597, 1602; Friends of “B” St. v. City of Hayward (1980) 106 Cal.3d 988, 1002.

The fair argument test stems from the statutory mandate that an EIR be prepared for any project that “may have a significant effect on the environment.” PRC, § 21151; see No Oil, Inc. v. City of Los Angeles (1974) 13 Cal.App.3d 68, 75; accord Jensen v. City of Santa Rosa (2018) 23 Cal.App.5th 877, 884. Under this test, if a proposed project is not exempt and may cause a significant effect on the environment, the lead agency must prepare an EIR. PRC, §§ 21100 (a), 21151; CEQA Guidelines, § 15064 (a)(1), (f)(1).

An EIR may be dispensed with only if the lead agency finds no substantial evidence in the initial study or elsewhere in the record that the project may have a significant effect on the environment. Parker Shattuck Neighbors v. Berkeley City Council (2013) 222 Cal.App.4th 768, 785. In such a situation, the agency must adopt a negative declaration. PRC, § 21080, subd. (c)(1); CEQA Guidelines, §§ 15063 (b)(2), 15064(f)(3).
“Significant effect upon the environment” is defined as “a substantial or potentially substantial adverse change in the environment.” PRC, § 21068; CEQA Guidelines, § 15382. A project may have a significant effect on the environment if there is a reasonable probability that it will result in a significant impact. No Oil, Inc., 13 Cal.3d at p. 83 fn. 16; see Sundstrom v. County of Mendocino (1988) 202 Cal.App.3d 296, 309. If any aspect of the project may result in a significant impact on the environment, an EIR must be prepared even if the overall effect of the project is beneficial. CEQA Guidelines, § 15063(b)(1); see County Sanitation Dist. No. 2 v. County of Kern (2005) 127 Cal.App.4th 1544, 1580.

This standard sets a “low threshold” for preparation of an EIR. Consolidated Irrigation Dist. v. City of Selma (2012) 204 Cal.App.4th 187, 207; Nelson v. County of Kern (2010) 190 Cal.App.4th 252; Pocket Protectors v. City of Sacramento (2004) 124 Cal.App.4th 903, 928; Bowman v. City of Berkeley (2004) 122 Cal.App.4th 572, 580; Citizen Action to Serve All Students v. Thornley (1990) 222 Cal.App.3d 748, 754; Sundstrom, 202 Cal.App.3d at p. 310. If substantial evidence in the record supports a fair argument that the project may have a significant environmental effect, the lead agency must prepare an EIR even if other substantial evidence before it indicates the project will have no significant effect. See Jensen, 23 Cal.App.5th at p. 886; Clews Land & Livestock v. City of San Diego (2017) 19 Cal.App.5th 161, 183; Stanislaus Audubon Society, Inc. v. County of Stanislaus (1995) 33 Cal.App.4th 144, 150; Brentwood Assn. for No Drilling, Inc. v. City of 11 ATTACHMENT 3
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Los Angeles (1982) 134 Cal.App.3d 491; Friends of “B” St., 106 Cal.App.3d 988; CEQA Guidelines, § 15064(f)(1).

B. The Project May Have a Significant Impact on Biological Resources There is substantial evidence the Project will have a significant impact on biological resources. As discussed in further detail in a comment letter from biological resources expert Shawn Smallwood, PhD with regards to the proposed Project, incorporated by reference herein, “the existing environmental setting has not been accurately characterized, and several important types of potential project impacts have been inadequately analyzed. These types of impacts include habitat loss, interference with wildlife movement, and wildlife-automobile collision mortality.” (See Exhibit D [December 12, 2023 comment letter from Shawn Smallwood, PhD regarding SMP 38, SMP 39, and SMP 40 biological resources analysis].)
First, for example, with regards to the potential for habitat loss, Dr. Smallwood predicts:

SMP 38 (111.7 acres), SMP 39 (51.9 acres) and SMP 40 (41 acres) support

11.4 bird nests/acre/year. Based on this assumption, the combined projects, SMP 39 and SMP 40, on 92.9 acres would eliminate 1,059 nest sites, and assuming SMP 38 is also later developed, then the combined projects, SMP 38, SMP 39, ad SMP 40, on 204.6 would eliminate 2,332 nest sites.
(Exhibit D, p. 28.)
Accordingly, Dr. Smallwood points out that this loss in nest sites would constitute a significant impact from the Project that was not quantitatively addressed in the Draft EIR. (Exhibit D, p. 28.) Further, Dr. Smallwood notes that the loss in nests would lead to a loss in the reproductive capacity of the site, thus decreasing the number of birds at the Site over time. (Id.)
Second, Dr. Smallwood discusses the Projects impacts on interference with wildlife movement, highlighting that the DEIR’s analysis of whether the Project will interfere with wildlife movement in the Project Site area is “flawed and misleading.” (Exhibit D, p. 29.) Specifically, Dr. Smallwood states that:

According to the DEIR, “The project area does not fall within an Essential Habitat Connectivity area mapped by the CDFW.” However, at https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=18486, the California Essential Habitat Connectivity Project specifically points out 12 ATTACHMENT 3
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that it is not: “A California Department of Fish and Game or US Fish and Wildlife Service response to potential impacts to a habitat or species from a project subject to the California Environmental Quality Act (CEQA),” nor “Fine scale, with every important piece of habitat identified” nor ““Essential”, meaning the only places of importance” nor “A solution by itself for how to provide necessary linkages for any given species of plant or animal... Linkage designs will vary depending on focal species chosen and the goal of providing connected habitat for a chosen species might be met several different ways” nor “The final word on connectivity for California.” With analytical grid cells of 2,000 acres, the spatial grain of the California Essential Habitat Connectivity Project is much too coarse for the conclusion the DEIR draws from it.
(Exhibit D, p. 29.)
Moreover, Dr. Smallwood points out that the DEIR contains a flawed “argument that SMP 39 is cut off from open areas by well-trafficked roads, the airport, the gravel quarries, and therefore cannot function as a wildlife movement corridor” and notes that the same argument is used for SMP 40. (Id.) However, as Dr. Smallwood notes, the DEIR simply uses speculation here and provides no supporting evidence to this assertion. (Id.)
Third, Dr. Smallwood discusses the Project’s traffic impacts to wildlife, noting that traffic generated from the Project will endanger wildlife that must cross roads used by traffic getting to and from the Project Site. (Exhibit D, p. 30.) Dr. Smallwood discusses traffic-caused wildlife mortality and highlights various traffic mortality numbers collected from a wildlife mortality study performed only eleven (11) miles from the Project Site in the County of Contra Costa. (Id.) Dr. Smallwood concludes an analysis should be done on “whether increased traffic generated by the project site would similarly result in local impacts on wildlife.” (Id. at p. 31.) In addition, the biological impact analysis of the EIR is legally flawed for the following reasons.

First, the DEIR’s biological resources impact analysis relies on multiple inadequate biological field surveys outlined in Appendices D and E of the DEIR prepared by Monk & Associates that are described in insufficient detail.

For example, with regards to the field surveys, the DEIR states that:
13 ATTACHMENT 3
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“SMP 39 and SMP 40 were both first surveyed in 2000, with follow-up surveys over the years, including in November 2013, for various development proposals. In addition, a project-specific field survey was conducted on SMP 39 on October 14, 2021, and on SMP 40 on June 10, 2019 to record biological resources within the sites, and to assess the likelihood of resource agency regulated areas to be located within the sites.

An additional survey was conducted for SMP 40 on June 21, 2019 to flag the Arroyo Mocho’s riparian drip line to allow for the project engineers to survey the limits of the riparian vegetation and overlay the area on the project site plan, and another general survey of SMP 40 was conducted on September 10, 2021.”
DEIR, p. 4.3-24. [Emphasis added.’]
However, the DEIR’s reliance on these biological resources field surveys is improper for several reasons.

First, the DEIR and its accompanying Appendices D and E leave out crucial information about the site surveys.

In summarizing the various site surveys that occurred in 2013, 2019, and 2021, DEIR Appendix D’s Biological Resources Analysis (“SMP-39 BRA”) states that “[e]ach site survey involved searching all habitats on the site and recording all plant and wildlife species observed. . . .” and that the “evaluation included an examination of the site to determine if there could be potential areas within the project site that would be regulated as waters of the United States and/or State . . .” DEIR Appendix D, p. 2.

Thus, the SMP-39 BRA field surveys seem to indicate that visual inspections were done during these site visits. However, SMP-39 BRA is insufficient for numerous reasons as it leaves out crucial information about the site surveys while relying on the surveys to form conclusions about the Project’s potential biological resources impacts.

As a preliminary matter, one (1) single field survey alone for just the SMP-39 Project Site is insufficient to adequately identify all of the potential habitats and plant and wildlife species occurring within the Project Site, as the site surveys purport to have looked for. In the City’s Final EIR Responses to Comments, Response No. 5-12, the City counters our office’s prior comment that “[o]ne single field survey is sufficient to get a baseline description of a project site’s pant communities and wildlife habitats and to determine if additional surveys for special-status species are necessary.” (FEIR 14 ATTACHMENT 3
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Response to Comments, p. 2-75.) However, as Dr. Smallwood notes in his comment letter on the Project, “[m]ore surveys are needed than my two surveys [sic] to inventory use of the project site by wildlife” (Exhibit D, pp. 14-15), that the appropriate detection surveys have not been completed at SMP 39 and SMP 40,” (id. at p. 17), that “[r]econnaissance surveys for wildlife are not designed to detect specialstatus species” indicating that protocol-level detection surveys are appropriate but that Monk & Associates did not perform such detection surveys here, thus rendering the Draft EIR’s “characterization of the existing environmental setting . . . therefore incomplete and inaccurate.” (Id. at p. 19.) Therefore, it is clear that the single survey conducted for SMP-39 is inadequate.

Moreover, the SMP-39 BRA does not specify what time of the day the surveys were conducted during, (DEIR Appendix D, p. 2) which, again, leaves open the possibility that certain species, for example, nocturnal species, could present themselves at different times of the day. This is further highlighted in Dr. Smallwood’s comment letter, where he notes that:

For none of the above surveys was there reporting of what time the surveys began, or how long the surveys lasted. No checklist is shared of habitat elements that the biologists might have used during their survey to later crosscheck against documented habitats of each special-status species. No explanation is provided of whether or how animal behavior data or other evidence contributed to the biologist’s assessment of the site for its importance to animal movement. It is therefore difficult to assess survey outcomes relative to survey effort and methods.
(Exhibit D, p. 16.)
Even further, in one (1) single survey, the surveyor may fail to identify species that would only present themselves during certain times of the year. According to the SMP-39 BRA in Appendix D, for example, the most recent surveys were conducted in June 2019 (a summer month) and October 2021 (a fall month), while failing to account for the spring and winter months. DEIR Appendix D, p. 2. However, there may be certain plant or animal species that would not be identifiable to an observer during the summer or fall months but that could nevertheless be present at the Project Site and be identifiable during other seasons of the year. For example, and as noted by Dr. Smallwood, in response to the DEIR’s assertion that no special-status plants were observed during some of the surveys at the Project Sites during various months over the years, Dr. Smallwood responds that this reporting is misleading 15 ATTACHMENT 3
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“because only one of the several surveys was conducted during the plant blooming season. Monk and Associates (2021, 2023) did not meet the minimum standards of [California Department of Fish and Wildlife’s (“CDFW”)] (2018) plant survey guidelines. While the FEIR’s Responses to Comments counters our office’s prior comments, asserting that the CDFW’s survey guidelines cited are guidelines for conducting floristic surveys for rare and endangered or other special-status species, the site surveys still failed to meet the CDFW’s minimum plant survey guidelines standards. Thus, new surveys must be conducted that meet these standards.

Therefore, the DEIR’s reliance on surveys not in compliance with California Department of Fish and Wildlife’s survey guidelines6 and its misuse of the California Natural Diversity Database (“CNDD”) resulted in potentially inaccurate determinations. For example, with regards to botanical field surveys, the CDFW’s survey guidelines state that such field surveys should be conducted in a way that will maximize the likelihood of identifying special status plants and sensitive natural communities that may be present at a site.7 Specifically, the guidelines state that “[m]ore than one field visit is usually necessary to adequately capture the floristic diversity of a project area.”8
For each of the foregoing reasons, the Project may have a significant impact on biological resources. Accordingly, the DEIR’s findings as to the Project’s biological impacts are not supported with substantial evidence that is of verifiable or credible value and the DEIR must be revised and recirculated to reassess those impacts, including on the wildlife species with potential to occur on the Project Site using protocol-level detection surveys and describing those surveys with sufficient detail.

C. The Project May Have Significant Noise Impacts.

There is substantial evidence that the Project will have significant traffic impacts. As discussed by Principal Steve Rogers of Steve Rogers Acoustics, “the evaluation of noise impacts during the construction phases is incomplete and contains a significant 6 See, California Natural Resources Agency, Department of Fish and Wildlife Protocols for Surveying and Evaluating Impacts to Special Status Native Plant Populations and Sensitive Natural Communities, available at https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=18959&inline, pp. 4, 5-6, accessed on Oct. 9, 2023), updated on Feb. 3, 2023; see generally California Department of Fish and Wildlife California Natural Diversity Database, available at https://wildlife.ca.gov/Data/CNDDB/Plantsand-Animals (last visited on Oct. 9, 2023.) 7 California Natural Resources Agency, supra, at p. 4. 8 Id. 16 ATTACHMENT 3
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calculation error.” (Exhibit E, p. 3 [December 12, 2023 comment letter re City of Livermore SMP 38/SMP 39/SMP 40 Project Review of DEIR Noise Section & Appendices]), fully incorporated herein.

First, as noted by Mr. Rogers for the DEIR’s construction noise impacts, the DEIR concludes there will be a less than significant impact for on-site construction, but per the DEIR’s analysis, the DEIR fails to adequately support this conclusion for multiple reasons. (Exhibit E, p. 2.) For example, the DEIR fails to include SMP 39’s construction noise impacts in its section 4.6 analysis. (Id.) Second, Mr. Rogers notes that the noise analysis for SMP 40 is incomplete. Specifically, The noise impact analysis for construction on the SMP 40 site compares Salter’s noise level predictions with instantaneous maximum noise level (Lmax) limits of 70 dBA during the day and 60 dBA at night, which are taken from Policy N-1.5.P3 of the City of Livermore General Plan.

However, these Lmax noise limits are not the only local regulations that would apply to construction noise on the SMP 40 site.
. . .

Similarly, the DEIR does not include an DNL analysis for construction noise from SMP 40 to show that it will be below the 60 dBA exterior noise standard taken from land-use compatibility table (Table 9-7) in the General Plan. This will be particularly important if any construction work is to occur at night.
(Exhibit E, pp. 2-3.)
Third, Mr. Rogers highlights that there was an error in the calculations for SMP 40 with regards to various construction equipment pieces at a 50-foot distance. (Id.) Lastly, Mr. Rogers states that the construction noise analysis on the east side of the SMP 40 site is overlooked, as it assumes receivers 884 feet away from the equipment, while during other phases of construction, the noisy equipment may be operating closer than 884-feet from nearby residential uses. (Id.) For each of the foregoing reasons, the Project may have a significant noise impact and the EIR should therefore be revised and recirculated.
17 ATTACHMENT 3
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III. THE FEIR CANNOT BE CERTIFIED AS THE CITY HAS FAILED

TO RESPOND TO THE ISSUES RAISED BY CARPENTERS LOCAL
713
The City’s argues that recirculation of the EIR is not required as the comments submitted on the FEIR “did not identify any new significant effect, substantial increase in severity of an impact identified in the EIR, or any significant new information.” (Staff Report Exhibit D at 1). However, as reiterated above, numerous substantial issues with the EIR were identified by Carpenters Local 713 in its two prior comment letters. (DEIR Comment Letter, Exhibit F; FEIR Comment Letter, Exhibit G). The City provided inadequate responses to the issues addressed in the DEIR Comment Letter.

Further, despite the City stating that it would provide a response to the FEIR Comment Letter, no such memorandum has been provided prior to the comment deadline for this Planning Commission Hearing. (See Staff Report Exhibit D at 1). As the City has failed to provide responded to the significant issues raised by Carpenters Local 713, the FEIR cannot be certified under CEQA.

IV. CONCLUSION
Based on the foregoing, the City should deny the FEIR’s certification, and the Environmental Impact Report should be revised and recirculated pursuant to CEQA, consistent with the comments and issues identified in this and previous comment letters.

Sincerely,
____________________________
Grace Holbrook
Attorneys for Carpenters Local 713
Attached:

March 8, 2021 SWAPE Letter to Mitchell M. Tsai re Local Hire Requirements and Considerations for Greenhouse Gas Modeling (Exhibit A); Air Quality and GHG Expert Paul Rosenfeld CV (Exhibit B); Air Quality and GHG Expert Matt Hagemann CV (Exhibit C); 18 ATTACHMENT 3
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December 12, 2023 Comment Letter from Biological Resources Expert regarding SMP 38, SMP 39, and SMP 40 Project (Exhibit D); and
December 12, 2023 Comment Letter from Noise Expert Steve Rogers regarding Review of DEIR Noise Section an Appendices (Exhibit E). 19 ATTACHMENT 3
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EXHIBIT A
20 ATTACHMENT 3
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1 2656 29th Street, Suite 201
Santa Monica, CA 90405
Matt Hagemann, P.G, C.Hg.
(949) 887-9013
[email protected]
Paul E. Rosenfeld, PhD
(310) 795-2335
[email protected]
March 8, 2021
Mitchell M. Tsai
155 South El Molino, Suite 104
Pasadena, CA 91101
Subject: Local Hire Requirements and Considerations for Greenhouse Gas Modeling Dear Mr. Tsai,
Soil Water Air Protection Enterprise (“SWAPE”) is pleased to provide the following draft technical report explaining the significance of worker trips required for construction of land use development projects with respect to the estimation of greenhouse gas (“GHG”) emissions. The report will also discuss the potential for local hire requirements to reduce the length of worker trips, and consequently, reduced or mitigate the potential GHG impacts.

Worker Trips and Greenhouse Gas Calculations
The California Emissions Estimator Model (“CalEEMod”) is a “statewide land use emissions computer model designed to provide a uniform platform for government agencies, land use planners, and environmental professionals to quantify potential criteria pollutant and greenhouse gas (GHG) emissions associated with both construction and operations from a variety of land use projects.”1 CalEEMod quantifies construction-related emissions associated with land use projects resulting from off-road construction equipment; on-road mobile equipment associated with workers, vendors, and hauling; fugitive dust associated with grading, demolition, truck loading, and on-road vehicles traveling along paved and unpaved roads; and architectural coating activities; and paving.2
The number, length, and vehicle class of worker trips are utilized by CalEEMod to calculate emissions associated with the on-road vehicle trips required to transport workers to and from the Project site during construction.3 1 “California Emissions Estimator Model.” CAPCOA, 2017, available at: http://www.aqmd.gov/caleemod/home. 2 “California Emissions Estimator Model.” CAPCOA, 2017, available at: http://www.aqmd.gov/caleemod/home. 3 “CalEEMod User’s Guide.” CAPCOA, November 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/01_user-39-s-guide2016-3-2_15november2017.pdf?sfvrsn=4, p. 34. 21 ATTACHMENT 3
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2 Specifically, the number and length of vehicle trips is utilized to estimate the vehicle miles travelled (“VMT”) associated with construction. Then, utilizing vehicle-class specific EMFAC 2014 emission factors, CalEEMod calculates the vehicle exhaust, evaporative, and dust emissions resulting from construction-related VMT, including personal vehicles for worker commuting.4
Specifically, in order to calculate VMT, CalEEMod multiplies the average daily trip rate by the average overall trip length (see excerpt below):
“VMTd = Σ(Average Daily Trip Rate i * Average Overall Trip Length i) n Where:
n = Number of land uses being modeled.”5
Furthermore, to calculate the on-road emissions associated with worker trips, CalEEMod utilizes the following equation (see excerpt below):
“Emissionspollutant = VMT * EFrunning,pollutant
Where:

Emissionspollutant = emissions from vehicle running for each pollutant VMT = vehicle miles traveled
EFrunning,pollutant = emission factor for running emissions.” 6 Thus, there is a direct relationship between trip length and VMT, as well as a direct relationship between VMT and vehicle running emissions. In other words, when the trip length is increased, the VMT and vehicle running emissions increase as a result. Thus, vehicle running emissions can be reduced by decreasing the average overall trip length, by way of a local hire requirement or otherwise.

Default Worker Trip Parameters and Potential Local Hire Requirements As previously discussed, the number, length, and vehicle class of worker trips are utilized by CalEEMod to calculate emissions associated with the on-road vehicle trips required to transport workers to and from the Project site during construction.7In order to understand how local hire requirements and associated worker trip length reductions impact GHG emissions calculations, it is important to consider the CalEEMod default worker trip parameters. CalEEMod provides recommended default values based on site-specific information, such as land use type, meteorological data, total lot acreage, project type and typical equipment associated with project type. If more specific project information is known, the user can change the default values and input projectspecific values, but the California Environmental Quality Act (“CEQA”) requires that such changes be justified by substantial evidence.8 The default number of construction-related worker trips is calculated by multiplying the 4 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 14-15. 5 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 23. 6 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 15. 7 “CalEEMod User’s Guide.” CAPCOA, November 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/01_user-39-s-guide2016-3-2_15november2017.pdf?sfvrsn=4, p. 34. 8 CalEEMod User Guide, available at: http://www.caleemod.com/, p. 1, 9. 22 ATTACHMENT 3
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3 number of pieces of equipment for all phases by 1.25, with the exception of worker trips required for the building construction and architectural coating phases.9Furthermore, the worker trip vehicle class is a 50/25/25 percent mix of light duty autos, light duty truck class 1 and light duty truck class 2, respectively.”10 Finally, the default worker trip length is consistent with the length of the operational home-to-work vehicle trips.11 The operational home-to-work vehicle trip lengths are:
“[B]ased on the location and urbanization selected on the project characteristic screen. These values were supplied by the air districts or use a default average for the state. Each district (or county) also assigns trip lengths for urban and rural settings” (emphasis added). 12 Thus, the default worker trip length is based on the location and urbanization level selected by the User when modeling emissions. The below table shows the CalEEMod default rural and urban worker trip lengths by air basin (see excerpt below and Attachment A).13
Worker Trip Length by Air Basin
Air Basin Rural (miles) Urban (miles)
Great Basin Valleys 16.8 10.8
Lake County 16.8 10.8
Lake Tahoe 16.8 10.8
Mojave Desert 16.8 10.8
Mountain Counties 16.8 10.8
North Central Coast 17.1 12.3
North Coast 16.8 10.8
Northeast Plateau 16.8 10.8
Sacramento Valley 16.8 10.8
Salton Sea 14.6 11
San Diego 16.8 10.8
San Francisco Bay Area 10.8 10.8
San Joaquin Valley 16.8 10.8
South Central Coast 16.8 10.8
South Coast 19.8 14.7
Average 16.47 11.17
Minimum 10.80 10.80
Maximum 19.80 14.70
Range 9.00 3.90
9 “CalEEMod User’s Guide.” CAPCOA, November 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/01_user-39-s-guide2016-3-2_15november2017.pdf?sfvrsn=4, p. 34. 10 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at:
http://www.aqmd.gov/docs/default-source/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 15. 11 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at:
http://www.aqmd.gov/docs/default-source/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 14. 12 “Appendix A Calculation Details for CalEEMod.” CAPCOA, October 2017, available at:
http://www.aqmd.gov/docs/default-source/caleemod/02_appendix-a2016-3-2.pdf?sfvrsn=6, p. 21. 13 “Appendix D Default Data Tables.” CAPCOA, October 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/05_appendix-d2016-3-2.pdf?sfvrsn=4, p. D-84 – D-86. 23 ATTACHMENT 3
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4 As demonstrated above, default rural worker trip lengths for air basins in California vary from 10.8- to 19.8- miles, with an average of 16.47 miles. Furthermore, default urban worker trip lengths vary from 10.8- to 14.7- miles, with an average of 11.17 miles. Thus, while default worker trip lengths vary by location, default urban worker trip lengths tend to be shorter in length. Based on these trends evident in the CalEEMod default worker trip lengths, we can reasonably assume that the efficacy of a local hire requirement is especially dependent upon the urbanization of the project site, as well as the project location.

Practical Application of a Local Hire Requirement and Associated Impact To provide an example of the potential impact of a local hire provision on construction-related GHG emissions, we estimated the significance of a local hire provision for the Village South Specific Plan (“Project”) located in the City of Claremont (“City”). The Project proposed to construct 1,000 residential units, 100,000-SF of retail space, 45,000-SF of office space, as well as a 50-room hotel, on the 24-acre site. The Project location is classified as Urban and lies within the Los Angeles-South Coast County. As a result, the Project has a default worker trip length of 14.7 miles.14 In an effort to evaluate the potential for a local hire provision to reduce the Project’s construction-related GHG emissions, we prepared an updated model, reducing all worker trip lengths to 10 miles (see Attachment B). Our analysis estimates that if a local hire provision with a 10-mile radius were to be implemented, the GHG emissions associated with Project construction would decrease by approximately 17% (see table below and Attachment C).

Local Hire Provision Net Change
Without Local Hire Provision
Total Construction GHG Emissions (MT CO2e) 3,623
Amortized Construction GHG Emissions (MT CO2e/year) 120.77 With Local Hire Provision
Total Construction GHG Emissions (MT CO2e) 3,024
Amortized Construction GHG Emissions (MT CO2e/year) 100.80 % Decrease in Construction-related GHG Emissions 17%
As demonstrated above, by implementing a local hire provision requiring 10 mile worker trip lengths, the Project could reduce potential GHG emissions associated with construction worker trips. More broadly, any local hire requirement that results in a decreased worker trip length from the default value has the potential to result in a reduction of construction-related GHG emissions, though the significance of the reduction would vary based on the location and urbanization level of the project site.

This serves as an example of the potential impacts of local hire requirements on estimated project-level GHG emissions, though it does not indicate that local hire requirements would result in reduced construction-related GHG emission for all projects. As previously described, the significance of a local hire requirement depends on the worker trip length enforced and the default worker trip length for the project’s urbanization level and location.
14 “Appendix D Default Data Tables.” CAPCOA, October 2017, available at: http://www.aqmd.gov/docs/defaultsource/caleemod/05_appendix-d2016-3-2.pdf?sfvrsn=4, p. D-85. 24 ATTACHMENT 3
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5 Disclaimer
SWAPE has received limited discovery. Additional information may become available in the future; thus, we retain the right to revise or amend this report when additional information becomes available. Our professional services have been performed using that degree of care and skill ordinarily exercised, under similar circumstances, by reputable environmental consultants practicing in this or similar localities at the time of service. No other warranty, expressed or implied, is made as to the scope of work, work methodologies and protocols, site conditions, analytical testing results, and findings presented. This report reflects efforts which were limited to information that was reasonably accessible at the time of the work, and may contain informational gaps, inconsistencies, or otherwise be incomplete due to the unavailability or uncertainty of information obtained or provided by third parties.

Sincerely,
Matt Hagemann, P.G., C.Hg.

Paul E. Rosenfeld, Ph.D.
25 ATTACHMENT 3
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Location Type Location Name Rural H-W
(miles)
Urban H-W
(miles)
Air Basin Great Basin 16.8 10.8
Air Basin Lake County 16.8 10.8
Air Basin Lake Tahoe 16.8 10.8
Air Basin Mojave Desert 16.8 10.8
Air Basin Mountain 16.8 10.8
Air Basin North Central 17.1 12.3
Air Basin North Coast 16.8 10.8
Air Basin Northeast 16.8 10.8
Air Basin Sacramento 16.8 10.8
Air Basin Salton Sea 14.6 11
Air Basin San Diego 16.8 10.8
Air Basin San Francisco 10.8 10.8
Air Basin San Joaquin 16.8 10.8
Air Basin South Central 16.8 10.8
Air Basin South Coast 19.8 14.7
Air District Amador County 16.8 10.8
Air District Antelope Valley 16.8 10.8
Air District Bay Area AQMD 10.8 10.8
Air District Butte County 12.54 12.54
Air District Calaveras 16.8 10.8
Air District Colusa County 16.8 10.8
Air District El Dorado 16.8 10.8
Air District Feather River 16.8 10.8
Air District Glenn County 16.8 10.8
Air District Great Basin 16.8 10.8
Air District Imperial County 10.2 7.3
Air District Kern County 16.8 10.8
Air District Lake County 16.8 10.8
Air District Lassen County 16.8 10.8
Air District Mariposa 16.8 10.8
Air District Mendocino 16.8 10.8
Air District Modoc County 16.8 10.8
Air District Mojave Desert 16.8 10.8
Air District Monterey Bay 16.8 10.8
Air District North Coast 16.8 10.8
Air District Northern Sierra 16.8 10.8
Air District Northern

16.8 10.8
Air District Placer County 16.8 10.8
Air District Sacramento 15 10
Attachment A
26 ATTACHMENT 3
903
Air District San Diego 16.8 10.8
Air District San Joaquin

16.8 10.8
Air District San Luis Obispo 13 13
Air District Santa Barbara 8.3 8.3
Air District Shasta County 16.8 10.8
Air District Siskiyou County 16.8 10.8
Air District South Coast 19.8 14.7
Air District Tehama County 16.8 10.8
Air District Tuolumne 16.8 10.8
Air District Ventura County 16.8 10.8
Air District Yolo/Solano 15 10
County Alameda 10.8 10.8
County Alpine 16.8 10.8
County Amador 16.8 10.8
County Butte 12.54 12.54
County Calaveras 16.8 10.8
County Colusa 16.8 10.8
County Contra Costa 10.8 10.8
County Del Norte 16.8 10.8
County El Dorado-Lake 16.8 10.8
County El Dorado- 16.8 10.8
County Fresno 16.8 10.8
County Glenn 16.8 10.8
County Humboldt 16.8 10.8
County Imperial 10.2 7.3
County Inyo 16.8 10.8
County Kern-Mojave 16.8 10.8
County Kern-San 16.8 10.8
County Kings 16.8 10.8
County Lake 16.8 10.8
County Lassen 16.8 10.8
County Los Angeles- 16.8 10.8
County Los Angeles- 19.8 14.7
County Madera 16.8 10.8
County Marin 10.8 10.8
County Mariposa 16.8 10.8
County Mendocino- 16.8 10.8
County Mendocino- 16.8 10.8
County Mendocino- 16.8 10.8
County Mendocino- 16.8 10.8
County Merced 16.8 10.8
County Modoc 16.8 10.8
County Mono 16.8 10.8
County Monterey 16.8 10.8
County Napa 10.8 10.8
27 ATTACHMENT 3
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County Nevada 16.8 10.8
County Orange 19.8 14.7
County Placer-Lake 16.8 10.8
County Placer-Mountain 16.8 10.8
County Placer- 16.8 10.8
County Plumas 16.8 10.8
County Riverside- 16.8 10.8
County Riverside-

19.8 14.7
County Riverside-Salton 14.6 11
County Riverside-South 19.8 14.7
County Sacramento 15 10
County San Benito 16.8 10.8
County San Bernardino- 16.8 10.8
County San Bernardino- 19.8 14.7
County San Diego 16.8 10.8
County San Francisco 10.8 10.8
County San Joaquin 16.8 10.8
County San Luis Obispo 13 13
County San Mateo 10.8 10.8
County Santa Barbara-

8.3 8.3
County Santa Barbara-

8.3 8.3
County Santa Clara 10.8 10.8
County Santa Cruz 16.8 10.8
County Shasta 16.8 10.8
County Sierra 16.8 10.8
County Siskiyou 16.8 10.8
County Solano- 15 10
County Solano-San 16.8 10.8
County Sonoma-North 16.8 10.8
County Sonoma-San 10.8 10.8
County Stanislaus 16.8 10.8
County Sutter 16.8 10.8
County Tehama 16.8 10.8
County Trinity 16.8 10.8
County Tulare 16.8 10.8
County Tuolumne 16.8 10.8
County Ventura 16.8 10.8
County Yolo 15 10
County Yuba 16.8 10.8
Statewide Statewide 16.8 10.8
28 ATTACHMENT 3
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Air Basin Rural (miles) Urban (miles)
Great Basin Valleys 16.8 10.8
Lake County 16.8 10.8
Lake Tahoe 16.8 10.8
Mojave Desert 16.8 10.8
Mountain Counties 16.8 10.8
North Central Coast 17.1 12.3
North Coast 16.8 10.8
Northeast Plateau 16.8 10.8
Sacramento Valley 16.8 10.8
Salton Sea 14.6 11
San Diego 16.8 10.8
San Francisco Bay Area 10.8 10.8
San Joaquin Valley 16.8 10.8
South Central Coast 16.8 10.8
South Coast 19.8 14.7
Average 16.47 11.17
Mininum 10.80 10.80
Maximum 19.80 14.70
Range 9.00 3.90
Worker Trip Length by Air Basin
29 ATTACHMENT 3
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1.1 Land Usage
Land Uses Size Metric Lot Acreage Floor Surface Area Population General Office Building 45.00 1000sqft 1.03 45,000.00 0 High Turnover (Sit Down Restaurant) 36.00 1000sqft 0.83 36,000.00 0 Hotel 50.00 Room 1.67 72,600.00 0
Quality Restaurant 8.00 1000sqft 0.18 8,000.00 0
Apartments Low Rise 25.00 Dwelling Unit 1.56 25,000.00 72 Apartments Mid Rise 975.00 Dwelling Unit 25.66 975,000.00 2789 Regional Shopping Center 56.00 1000sqft 1.29 56,000.00 0

1.2 Other Project Characteristics
Urbanization
Climate Zone
Urban
9 Wind Speed (m/s) 2.2 Precipitation Freq (Days) 33

1.3 User Entered Comments & Non-Default Data

1.0 Project Characteristics
Utility Company Southern California Edison
Operational Year 2028
CO2 Intensity
(lb/MWhr)
702.44 CH4 Intensity 0.029
(lb/MWhr)
N2O Intensity 0.006
(lb/MWhr)
Village South Specific Plan (Proposed)
Los Angeles-South Coast County, Annual
CalEEMod Version: CalEEMod.2016.3.2 Page 1 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual Attachment B
30 ATTACHMENT 3
907
Project Characteristics - Consistent with the DEIR's model.

Land Use - See SWAPE comment regarding residential and retail land uses.

Construction Phase - See SWAPE comment regarding individual construction phase lengths.

Demolition - Consistent with the DEIR's model. See SWAPE comment regarding demolition.

Vehicle Trips - Saturday trips consistent with the DEIR's model. See SWAPE comment regarding weekday and Sunday trips.

Woodstoves - Woodstoves and wood-burning fireplaces consistent with the DEIR's model. See SWAPE comment regarding gas fireplaces.

Energy Use -
Construction Off-road Equipment Mitigation - See SWAPE comment on construction-related mitigation.

Area Mitigation - See SWAPE comment regarding operational mitigation measures.

Water Mitigation - See SWAPE comment regarding operational mitigation measures.

Table Name Column Name Default Value New Value
tblFireplaces FireplaceWoodMass 1,019.20 0.00
tblFireplaces FireplaceWoodMass 1,019.20 0.00
tblFireplaces NumberWood 1.25 0.00
tblFireplaces NumberWood 48.75 0.00
tblVehicleTrips ST_TR 7.16 6.17
tblVehicleTrips ST_TR 6.39 3.87
tblVehicleTrips ST_TR 2.46 1.39
tblVehicleTrips ST_TR 158.37 79.82
tblVehicleTrips ST_TR 8.19 3.75
tblVehicleTrips ST_TR 94.36 63.99
tblVehicleTrips ST_TR 49.97 10.74
tblVehicleTrips SU_TR 6.07 6.16
tblVehicleTrips SU_TR 5.86 4.18
tblVehicleTrips SU_TR 1.05 0.69
tblVehicleTrips SU_TR 131.84 78.27
CalEEMod Version: CalEEMod.2016.3.2 Page 2 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 31 ATTACHMENT 3
908

2.0 Emissions Summary
tblVehicleTrips SU_TR 5.95 3.20
tblVehicleTrips SU_TR 72.16 57.65
tblVehicleTrips SU_TR 25.24 6.39
tblVehicleTrips WD_TR 6.59 5.83
tblVehicleTrips WD_TR 6.65 4.13
tblVehicleTrips WD_TR 11.03 6.41
tblVehicleTrips WD_TR 127.15 65.80
tblVehicleTrips WD_TR 8.17 3.84
tblVehicleTrips WD_TR 89.95 62.64
tblVehicleTrips WD_TR 42.70 9.43
tblWoodstoves NumberCatalytic 1.25 0.00
tblWoodstoves NumberCatalytic 48.75 0.00
tblWoodstoves NumberNoncatalytic 1.25 0.00
tblWoodstoves NumberNoncatalytic 48.75 0.00
tblWoodstoves WoodstoveDayYear 25.00 0.00
tblWoodstoves WoodstoveDayYear 25.00 0.00
tblWoodstoves WoodstoveWoodMass 999.60 0.00
tblWoodstoves WoodstoveWoodMass 999.60 0.00
CalEEMod Version: CalEEMod.2016.3.2 Page 3 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 32 ATTACHMENT 3
909

2.1 Overall Construction
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Year tons/yr MT/yr
2021 0.1713 1.8242 1.1662 2.4000e0030.4169 0.0817 0.4986 0.1795 0.0754 0.2549 0.0000 213.1969 213.1969 0.0601 0.0000 214.6993 2022 0.6904 4.1142 6.1625 0.0189 1.3058 0.1201 1.4259 0.3460 0.1128 0.4588 0.0000 1,721.682 6 1,721.682
6 0.1294 0.0000 1,724.918
7 2023 0.6148 3.3649 5.6747 0.0178 1.1963 0.0996 1.2959 0.3203 0.0935 0.4138 0.0000 1,627.529 5 1,627.529
5 0.1185 0.0000 1,630.492
5 2024 4.1619 0.1335 0.2810 5.9000e0040.0325 6.4700e0030.0390 8.6300e0036.0400e0030.0147 0.0000 52.9078 52.9078 8.0200e0030.0000 53.1082 Maximum 4.1619 4.1142 6.1625 0.0189 1.3058 0.1201 1.4259 0.3460 0.1128 0.4588 0.0000 1,721.682 6 1,721.682
6 0.1294 0.0000 1,724.918
7 Unmitigated Construction
CalEEMod Version: CalEEMod.2016.3.2 Page 4 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 33 ATTACHMENT 3
910

2.1 Overall Construction
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Year tons/yr MT/yr
2021 0.1713 1.8242 1.1662 2.4000e0030.4169 0.0817 0.4986 0.1795 0.0754 0.2549 0.0000 213.1967 213.1967 0.0601 0.0000 214.6991 2022 0.6904 4.1142 6.1625 0.0189 1.3058 0.1201 1.4259 0.3460 0.1128 0.4588 0.0000 1,721.682 3 1,721.682
3 0.1294 0.0000 1,724.918
3 2023 0.6148 3.3648 5.6747 0.0178 1.1963 0.0996 1.2959 0.3203 0.0935 0.4138 0.0000 1,627.529 1 1,627.529
1 0.1185 0.0000 1,630.492
1 2024 4.1619 0.1335 0.2810 5.9000e0040.0325 6.4700e0030.0390 8.6300e0036.0400e0030.0147 0.0000 52.9077 52.9077 8.0200e0030.0000 53.1082 Maximum 4.1619 4.1142 6.1625 0.0189 1.3058 0.1201 1.4259 0.3460 0.1128 0.4588 0.0000 1,721.682 3 1,721.682
3 0.1294 0.0000 1,724.918
3 Mitigated Construction
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio-CO2 Total CO2 CH4 N20 CO2e
Percent
Reduction

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Quarter Start Date End Date Maximum Unmitigated ROG + NOX (tons/quarter) Maximum Mitigated ROG + NOX (tons/quarter) 1 9-1-2021 11-30-2021 1.4103 1.4103
2 12-1-2021 2-28-2022 1.3613 1.3613
3 3-1-2022 5-31-2022 1.1985 1.1985
4 6-1-2022 8-31-2022 1.1921 1.1921
5 9-1-2022 11-30-2022 1.1918 1.1918
6 12-1-2022 2-28-2023 1.0774 1.0774
7 3-1-2023 5-31-2023 1.0320 1.0320
8 6-1-2023 8-31-2023 1.0260 1.0260
CalEEMod Version: CalEEMod.2016.3.2 Page 5 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 34 ATTACHMENT 3
911

2.2 Overall Operational
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Area 5.1437 0.2950 10.3804 1.6700e0030.0714 0.0714 0.0714 0.0714 0.0000 220.9670 220.9670 0.0201 3.7400e003222.5835 Energy 0.1398 1.2312 0.7770 7.6200e0030.0966 0.0966 0.0966 0.0966 0.0000 3,896.073 2 3,896.073
2 0.1303 0.0468 3,913.283
3 Mobile 1.5857 7.9962 19.1834 0.0821 7.7979 0.0580 7.8559 2.0895 0.0539 2.1434 0.0000 7,620.498 6 7,620.498
6 0.3407 0.0000 7,629.016
2 Waste 0.0000 0.0000 0.0000 0.0000 207.8079 0.0000 207.8079 12.2811 0.0000 514.8354 Water 0.0000 0.0000 0.0000 0.0000 29.1632 556.6420 585.8052 3.0183 0.0755 683.7567 Total 6.8692 9.5223 30.3407 0.0914 7.7979 0.2260 8.0240 2.0895 0.2219 2.3114 236.9712 12,294.18 07 12,531.15
19 15.7904 0.1260 12,963.47
51 Unmitigated Operational
9 9-1-2023 11-30-2023 1.0265 1.0265
10 12-1-2023 2-29-2024 2.8857 2.8857
11 3-1-2024 5-31-2024 1.6207 1.6207
Highest 2.8857 2.8857
CalEEMod Version: CalEEMod.2016.3.2 Page 6 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 35 ATTACHMENT 3
912

3.0 Construction Detail
Construction Phase
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio-CO2 Total CO2 CH4 N20 CO2e
Percent
Reduction

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CalEEMod Version: CalEEMod.2016.3.2 Page 7 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 36 ATTACHMENT 3
913
Phase
Number
Phase Name Phase Type Start Date End Date Num Days
Week
Num Days Phase Description
1 Demolition Demolition 9/1/2021 10/12/2021 5 30
2 Site Preparation Site Preparation 10/13/2021 11/9/2021 5 20 3 Grading Grading 11/10/2021 1/11/2022 5 45
4 Building Construction Building Construction 1/12/2022 12/12/2023 5 500 5 Paving Paving 12/13/2023 1/30/2024 5 35
6 Architectural Coating Architectural Coating 1/31/2024 3/19/2024 5 35 OffRoad Equipment
Residential Indoor: 2,025,000; Residential Outdoor: 675,000; Non-Residential Indoor: 326,400; Non-Residential Outdoor: 108,800; Striped Parking Area: 0 (Architectural Coating ±sqft)
Acres of Grading (Site Preparation Phase): 0
Acres of Grading (Grading Phase): 112.5
Acres of Paving: 0
CalEEMod Version: CalEEMod.2016.3.2 Page 8 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 37 ATTACHMENT 3
914
Phase Name Offroad Equipment Type Amount Usage Hours Horse Power Load Factor Demolition Concrete/Industrial Saws 1 8.00 81 0.73
Demolition Excavators 3 8.00 158 0.38
Demolition Rubber Tired Dozers 2 8.00 247 0.40
Site Preparation Rubber Tired Dozers 3 8.00 247 0.40
Site Preparation Tractors/Loaders/Backhoes 4 8.00 97 0.37 Grading Excavators 2 8.00 158 0.38
Grading Graders 1 8.00 187 0.41
Grading Rubber Tired Dozers 1 8.00 247 0.40
Grading Scrapers 2 8.00 367 0.48
Grading Tractors/Loaders/Backhoes 2 8.00 97 0.37
Building Construction Cranes 1 7.00 231 0.29
Building Construction Forklifts 3 8.00 89 0.20
Building Construction Generator Sets 1 8.00 84 0.74
Building Construction Tractors/Loaders/Backhoes 3 7.00 97 0.37 Building Construction Welders 1 8.00 46 0.45
Paving Pavers 2 8.00 130 0.42
Paving Paving Equipment 2 8.00 132 0.36
Paving Rollers 2 8.00 80 0.38
Architectural Coating Air Compressors 1 6.00 78 0.48
Trips and VMT
CalEEMod Version: CalEEMod.2016.3.2 Page 9 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 38 ATTACHMENT 3
915

3.2 Demolition - 2021
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.0496 0.0000 0.0496 7.5100e0030.0000 7.5100e0030.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0475 0.4716 0.3235 5.8000e0040.0233 0.0233 0.0216 0.0216 0.0000 51.0012 51.0012 0.0144 0.0000 51.3601 Total 0.0475 0.4716 0.3235 5.8000e0040.0496 0.0233 0.0729 7.5100e0030.0216 0.0291 0.0000 51.0012 51.0012 0.0144 0.0000 51.3601 Unmitigated Construction On-Site

3.1 Mitigation Measures Construction
Phase Name Offroad Equipment
Count
Worker Trip
Number
Vendor Trip
Number
Hauling Trip
Number
Worker Trip
Length
Vendor Trip
Length
Hauling Trip
Length
Worker Vehicle
Class
Vendor
Vehicle Class
Hauling
Vehicle Class
Demolition 6 15.00 0.00 458.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT Site Preparation 7 18.00 0.00 0.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT Grading 8 20.00 0.00 0.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT Building Construction 9 801.00 143.00 0.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT Paving 6 15.00 0.00 0.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT Architectural Coating 1 160.00 0.00 0.00 14.70 6.90 20.00 LD_Mix HDT_Mix HHDT CalEEMod Version: CalEEMod.2016.3.2 Page 10 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 39 ATTACHMENT 3
916

3.2 Demolition - 2021
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 1.9300e0030.0634 0.0148 1.8000e0043.9400e0031.9000e0044.1300e0031.0800e0031.8000e0041.2600e0030.0000 17.4566 17.4566 1.2100e0030.0000 17.4869 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 9.7000e0047.5000e0048.5100e0032.0000e0052.4700e0032.0000e0052.4900e0036.5000e0042.0000e0056.7000e0040.0000 2.2251 2.2251 7.0000e0050.0000 2.2267 Total 2.9000e0030.0641 0.0233 2.0000e0046.4100e0032.1000e0046.6200e0031.7300e0032.0000e0041.9300e0030.0000 19.6816 19.6816 1.2800e0030.0000 19.7136 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.0496 0.0000 0.0496 7.5100e0030.0000 7.5100e0030.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0475 0.4716 0.3235 5.8000e0040.0233 0.0233 0.0216 0.0216 0.0000 51.0011 51.0011 0.0144 0.0000 51.3600 Total 0.0475 0.4716 0.3235 5.8000e0040.0496 0.0233 0.0729 7.5100e0030.0216 0.0291 0.0000 51.0011 51.0011 0.0144 0.0000 51.3600 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 11 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 40 ATTACHMENT 3
917

3.3 Site Preparation - 2021
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 7.7000e0046.0000e0046.8100e0032.0000e0051.9700e0032.0000e0051.9900e0035.2000e0041.0000e0055.4000e0040.0000 1.7801 1.7801 5.0000e0050.0000 1.7814 Total 7.7000e0046.0000e0046.8100e0032.0000e0051.9700e0032.0000e0051.9900e0035.2000e0041.0000e0055.4000e0040.0000 1.7801 1.7801 5.0000e0050.0000 1.7814 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.1807 0.0000 0.1807 0.0993 0.0000 0.0993 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0389 0.4050 0.2115 3.8000e0040.0204 0.0204 0.0188 0.0188 0.0000 33.4357 33.4357 0.0108 0.0000 33.7060 Total 0.0389 0.4050 0.2115 3.8000e0040.1807 0.0204 0.2011 0.0993 0.0188 0.1181 0.0000 33.4357 33.4357 0.0108 0.0000 33.7060 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 13 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 42 ATTACHMENT 3
919

3.4 Grading - 2021
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.1741 0.0000 0.1741 0.0693 0.0000 0.0693 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0796 0.8816 0.5867 1.1800e0030.0377 0.0377 0.0347 0.0347 0.0000 103.5405 103.5405 0.0335 0.0000 104.3776 Total 0.0796 0.8816 0.5867 1.1800e0030.1741 0.0377 0.2118 0.0693 0.0347 0.1040 0.0000 103.5405 103.5405 0.0335 0.0000 104.3776 Unmitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 14 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 43 ATTACHMENT 3
920

3.4 Grading - 2021
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 1.6400e0031.2700e0030.0144 4.0000e0054.1600e0033.0000e0054.2000e0031.1100e0033.0000e0051.1400e0030.0000 3.7579 3.7579 1.1000e0040.0000 3.7607 Total 1.6400e0031.2700e0030.0144 4.0000e0054.1600e0033.0000e0054.2000e0031.1100e0033.0000e0051.1400e0030.0000 3.7579 3.7579 1.1000e0040.0000 3.7607 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.1741 0.0000 0.1741 0.0693 0.0000 0.0693 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0796 0.8816 0.5867 1.1800e0030.0377 0.0377 0.0347 0.0347 0.0000 103.5403 103.5403 0.0335 0.0000 104.3775 Total 0.0796 0.8816 0.5867 1.1800e0030.1741 0.0377 0.2118 0.0693 0.0347 0.1040 0.0000 103.5403 103.5403 0.0335 0.0000 104.3775 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 15 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 44 ATTACHMENT 3
921

3.4 Grading - 2022
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.0807 0.0000 0.0807 0.0180 0.0000 0.0180 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0127 0.1360 0.1017 2.2000e0045.7200e0035.7200e0035.2600e0035.2600e0030.0000 19.0871 19.0871 6.1700e0030.0000 19.2414 Total 0.0127 0.1360 0.1017 2.2000e0040.0807 5.7200e0030.0865 0.0180 5.2600e0030.0233 0.0000 19.0871 19.0871 6.1700e0030.0000 19.2414 Unmitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 16 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 45 ATTACHMENT 3
922

3.4 Grading - 2022
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 2.8000e0042.1000e0042.4400e0031.0000e0057.7000e0041.0000e0057.7000e0042.0000e0041.0000e0052.1000e0040.0000 0.6679 0.6679 2.0000e0050.0000 0.6684 Total 2.8000e0042.1000e0042.4400e0031.0000e0057.7000e0041.0000e0057.7000e0042.0000e0041.0000e0052.1000e0040.0000 0.6679 0.6679 2.0000e0050.0000 0.6684 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Fugitive Dust 0.0807 0.0000 0.0807 0.0180 0.0000 0.0180 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 0.0127 0.1360 0.1017 2.2000e0045.7200e0035.7200e0035.2600e0035.2600e0030.0000 19.0871 19.0871 6.1700e0030.0000 19.2414 Total 0.0127 0.1360 0.1017 2.2000e0040.0807 5.7200e0030.0865 0.0180 5.2600e0030.0233 0.0000 19.0871 19.0871 6.1700e0030.0000 19.2414 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 17 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 46 ATTACHMENT 3
923

3.5 Building Construction - 2022
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.2158 1.9754 2.0700 3.4100e0030.1023 0.1023 0.0963 0.0963 0.0000 293.1324 293.1324 0.0702 0.0000 294.8881 Total 0.2158 1.9754 2.0700 3.4100e0030.1023 0.1023 0.0963 0.0963 0.0000 293.1324 293.1324 0.0702 0.0000 294.8881 Unmitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 18 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 47 ATTACHMENT 3
924

3.5 Building Construction - 2022
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0527 1.6961 0.4580 4.5500e0030.1140 3.1800e0030.1171 0.0329 3.0400e0030.0359 0.0000 441.9835 441.9835 0.0264 0.0000 442.6435 Worker 0.4088 0.3066 3.5305 0.0107 1.1103 8.8700e0031.1192 0.2949 8.1700e0030.3031 0.0000 966.8117 966.8117 0.0266 0.0000 967.4773 Total 0.4616 2.0027 3.9885 0.0152 1.2243 0.0121 1.2363 0.3278 0.0112 0.3390 0.0000 1,408.795 2 1,408.795
2 0.0530 0.0000 1,410.120
8 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.2158 1.9754 2.0700 3.4100e0030.1023 0.1023 0.0963 0.0963 0.0000 293.1321 293.1321 0.0702 0.0000 294.8877 Total 0.2158 1.9754 2.0700 3.4100e0030.1023 0.1023 0.0963 0.0963 0.0000 293.1321 293.1321 0.0702 0.0000 294.8877 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 19 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 48 ATTACHMENT 3
925

3.5 Building Construction - 2023
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.1942 1.7765 2.0061 3.3300e0030.0864 0.0864 0.0813 0.0813 0.0000 286.2789 286.2789 0.0681 0.0000 287.9814 Total 0.1942 1.7765 2.0061 3.3300e0030.0864 0.0864 0.0813 0.0813 0.0000 286.2789 286.2789 0.0681 0.0000 287.9814 Unmitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 20 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 49 ATTACHMENT 3
926

3.5 Building Construction - 2023
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0382 1.2511 0.4011 4.3000e0030.1113 1.4600e0030.1127 0.0321 1.4000e0030.0335 0.0000 417.9930 417.9930 0.0228 0.0000 418.5624 Worker 0.3753 0.2708 3.1696 0.0101 1.0840 8.4100e0031.0924 0.2879 7.7400e0030.2957 0.0000 909.3439 909.3439 0.0234 0.0000 909.9291 Total 0.4135 1.5218 3.5707 0.0144 1.1953 9.8700e0031.2051 0.3200 9.1400e0030.3292 0.0000 1,327.336 9 1,327.336
9 0.0462 0.0000 1,328.491
6 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.1942 1.7765 2.0061 3.3300e0030.0864 0.0864 0.0813 0.0813 0.0000 286.2785 286.2785 0.0681 0.0000 287.9811 Total 0.1942 1.7765 2.0061 3.3300e0030.0864 0.0864 0.0813 0.0813 0.0000 286.2785 286.2785 0.0681 0.0000 287.9811 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 21 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 50 ATTACHMENT 3
927

3.6 Paving - 2023
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 6.7100e0030.0663 0.0948 1.5000e0043.3200e0033.3200e0033.0500e0033.0500e0030.0000 13.0175 13.0175 4.2100e0030.0000 13.1227 Paving 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Total 6.7100e0030.0663 0.0948 1.5000e0043.3200e0033.3200e0033.0500e0033.0500e0030.0000 13.0175 13.0175 4.2100e0030.0000 13.1227 Unmitigated Construction On-Site
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928

3.6 Paving - 2023
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 3.7000e0042.7000e0043.1200e0031.0000e0051.0700e0031.0000e0051.0800e0032.8000e0041.0000e0052.9000e0040.0000 0.8963 0.8963 2.0000e0050.0000 0.8968 Total 3.7000e0042.7000e0043.1200e0031.0000e0051.0700e0031.0000e0051.0800e0032.8000e0041.0000e0052.9000e0040.0000 0.8963 0.8963 2.0000e0050.0000 0.8968 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 6.7100e0030.0663 0.0948 1.5000e0043.3200e0033.3200e0033.0500e0033.0500e0030.0000 13.0175 13.0175 4.2100e0030.0000 13.1227 Paving 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Total 6.7100e0030.0663 0.0948 1.5000e0043.3200e0033.3200e0033.0500e0033.0500e0030.0000 13.0175 13.0175 4.2100e0030.0000 13.1227 Mitigated Construction On-Site
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929

3.6 Paving - 2024
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.0109 0.1048 0.1609 2.5000e0045.1500e0035.1500e0034.7400e0034.7400e0030.0000 22.0292 22.0292 7.1200e0030.0000 22.2073 Paving 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Total 0.0109 0.1048 0.1609 2.5000e0045.1500e0035.1500e0034.7400e0034.7400e0030.0000 22.0292 22.0292 7.1200e0030.0000 22.2073 Unmitigated Construction On-Site
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930

3.6 Paving - 2024
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 5.9000e0044.1000e0044.9200e0032.0000e0051.8100e0031.0000e0051.8200e0034.8000e0041.0000e0054.9000e0040.0000 1.4697 1.4697 4.0000e0050.0000 1.4706 Total 5.9000e0044.1000e0044.9200e0032.0000e0051.8100e0031.0000e0051.8200e0034.8000e0041.0000e0054.9000e0040.0000 1.4697 1.4697 4.0000e0050.0000 1.4706 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Off-Road 0.0109 0.1048 0.1609 2.5000e0045.1500e0035.1500e0034.7400e0034.7400e0030.0000 22.0292 22.0292 7.1200e0030.0000 22.2073 Paving 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Total 0.0109 0.1048 0.1609 2.5000e0045.1500e0035.1500e0034.7400e0034.7400e0030.0000 22.0292 22.0292 7.1200e0030.0000 22.2073 Mitigated Construction On-Site
CalEEMod Version: CalEEMod.2016.3.2 Page 25 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 54 ATTACHMENT 3
931

3.7 Architectural Coating - 2024
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 0.0101 6.9900e0030.0835 2.8000e0040.0307 2.3000e0040.0309 8.1500e0032.2000e0048.3700e0030.0000 24.9407 24.9407 6.1000e0040.0000 24.9558 Total 0.0101 6.9900e0030.0835 2.8000e0040.0307 2.3000e0040.0309 8.1500e0032.2000e0048.3700e0030.0000 24.9407 24.9407 6.1000e0040.0000 24.9558 Unmitigated Construction Off-Site
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Archit. Coating 4.1372 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Off-Road 3.1600e0030.0213 0.0317 5.0000e0051.0700e0031.0700e0031.0700e0031.0700e0030.0000 4.4682 4.4682 2.5000e0040.0000 4.4745 Total 4.1404 0.0213 0.0317 5.0000e0051.0700e0031.0700e0031.0700e0031.0700e0030.0000 4.4682 4.4682 2.5000e0040.0000 4.4745 Mitigated Construction On-Site
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933

4.0 Operational Detail - Mobile

4.1 Mitigation Measures Mobile

3.7 Architectural Coating - 2024
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Hauling 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Vendor 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Worker 0.0101 6.9900e0030.0835 2.8000e0040.0307 2.3000e0040.0309 8.1500e0032.2000e0048.3700e0030.0000 24.9407 24.9407 6.1000e0040.0000 24.9558 Total 0.0101 6.9900e0030.0835 2.8000e0040.0307 2.3000e0040.0309 8.1500e0032.2000e0048.3700e0030.0000 24.9407 24.9407 6.1000e0040.0000 24.9558 Mitigated Construction Off-Site
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934
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Mitigated 1.5857 7.9962 19.1834 0.0821 7.7979 0.0580 7.8559 2.0895 0.0539 2.1434 0.0000 7,620.498 6 7,620.498
6 0.3407 0.0000 7,629.016
2 Unmitigated 1.5857 7.9962 19.1834 0.0821 7.7979 0.0580 7.8559 2.0895 0.0539 2.1434 0.0000 7,620.498 6 7,620.498
6 0.3407 0.0000 7,629.016
2 4.2 Trip Summary Information

4.3 Trip Type Information
Average Daily Trip Rate Unmitigated Mitigated
Land Use Weekday Saturday Sunday Annual VMT Annual VMT
Apartments Low Rise 145.75 154.25 154.00 506,227 506,227 Apartments Mid Rise 4,026.75 3,773.25 4075.50 13,660,065 13,660,065 General Office Building 288.45 62.55 31.05 706,812 706,812 High Turnover (Sit Down Restaurant) 2,368.80 2,873.52 2817.72 3,413,937 3,413,937 Hotel 192.00 187.50 160.00 445,703 445,703
Quality Restaurant 501.12 511.92 461.20 707,488 707,488 Regional Shopping Center 528.08 601.44 357.84 1,112,221 1,112,221 Total 8,050.95 8,164.43 8,057.31 20,552,452 20,552,452
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935
Miles Trip % Trip Purpose %
Land Use H-W or C-W H-S or C-C H-O or C-NW H-W or C-W H-S or C-C H-O or C-NW Primary Diverted Pass-by Apartments Low Rise 14.70 5.90 8.70 40.20 19.20 40.60 86 11 3 Apartments Mid Rise 14.70 5.90 8.70 40.20 19.20 40.60 86 11 3 General Office Building 16.60 8.40 6.90 33.00 48.00 19.00 77 19 4 High Turnover (Sit Down
Restaurant)

16.60 8.40 6.90 8.50 72.50 19.00 37 20 43
Hotel 16.60 8.40 6.90 19.40 61.60 19.00 58 38 4
Quality Restaurant 16.60 8.40 6.90 12.00 69.00 19.00 38 18 44 Regional Shopping Center 16.60 8.40 6.90 16.30 64.70 19.00 54 35 11

5.0 Energy Detail

5.1 Mitigation Measures Energy

4.4 Fleet Mix
Land Use LDA LDT1 LDT2 MDV LHD1 LHD2 MHD HHD OBUS UBUS MCY SBUS MH Apartments Low Rise 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 Apartments Mid Rise 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 General Office Building 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 High Turnover (Sit Down
Restaurant)

0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 Hotel 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 Quality Restaurant 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 Regional Shopping Center 0.543088 0.044216 0.209971 0.116369 0.014033 0.006332 0.021166 0.033577 0.002613 0.001817 0.005285 0.000712 0.000821 Historical Energy Use: N
CalEEMod Version: CalEEMod.2016.3.2 Page 30 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 59 ATTACHMENT 3
936
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Electricity
Mitigated

0.0000 0.0000 0.0000 0.0000 0.0000 2,512.646
5 2,512.646
5 0.1037 0.0215 2,521.635
6 Electricity
Unmitigated

0.0000 0.0000 0.0000 0.0000 0.0000 2,512.646
5 2,512.646
5 0.1037 0.0215 2,521.635
6 NaturalGas
Mitigated

0.1398 1.2312 0.7770 7.6200e0030.0966 0.0966 0.0966 0.0966 0.0000 1,383.426 7 1,383.426
7 0.0265 0.0254 1,391.647
8 NaturalGas
Unmitigated

0.1398 1.2312 0.7770 7.6200e0030.0966 0.0966 0.0966 0.0966 0.0000 1,383.426 7 1,383.426
7 0.0265 0.0254 1,391.647
8 CalEEMod Version: CalEEMod.2016.3.2 Page 31 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 60 ATTACHMENT 3
937

1.30613e
+007

0.0704 0.6018 0.2561 3.8400e0030.0487 0.0487 0.0487 0.0487 0.0000 696.9989 696.9989 0.0134 0.0128 701.1408 General Office
Building
468450 2.5300e0030.0230 0.0193 1.4000e0041.7500e0031.7500e0031.7500e0031.7500e0030.0000 24.9983 24.9983 4.8000e0044.6000e00425.1468 High Turnover (Sit
Down Restaurant)

8.30736e
+006

0.0448 0.4072 0.3421 2.4400e0030.0310 0.0310 0.0310 0.0310 0.0000 443.3124 443.3124 8.5000e0038.1300e003445.9468 Hotel 1.74095e
+006

9.3900e0030.0853 0.0717 5.1000e0046.4900e0036.4900e0036.4900e0036.4900e0030.0000 92.9036 92.9036 1.7800e0031.7000e00393.4557 Quality
Restaurant

1.84608e
+006

9.9500e0030.0905 0.0760 5.4000e0046.8800e0036.8800e0036.8800e0036.8800e0030.0000 98.5139 98.5139 1.8900e0031.8100e00399.0993 Regional
Shopping Center
91840 5.0000e0044.5000e0033.7800e0033.0000e0053.4000e0043.4000e0043.4000e0043.4000e0040.0000 4.9009 4.9009 9.0000e0059.0000e0054.9301 Total 0.1398 1.2312 0.7770 7.6200e0030.0966 0.0966 0.0966 0.0966 0.0000 1,383.426 8 1,383.426
8 0.0265 0.0254 1,391.647
8 Unmitigated
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938

1.30613e
+007

8.30736e
+006

0.0448 0.4072 0.3421 2.4400e0030.0310 0.0310 0.0310 0.0310 0.0000 443.3124 443.3124 8.5000e0038.1300e003445.9468 Hotel 1.74095e
+006

9.3900e0030.0853 0.0717 5.1000e0046.4900e0036.4900e0036.4900e0036.4900e0030.0000 92.9036 92.9036 1.7800e0031.7000e00393.4557 Quality
Restaurant

1.84608e
+006

9.9500e0030.0905 0.0760 5.4000e0046.8800e0036.8800e0036.8800e0036.8800e0030.0000 98.5139 98.5139 1.8900e0031.8100e00399.0993 Regional
Shopping Center
91840 5.0000e0044.5000e0033.7800e0033.0000e0053.4000e0043.4000e0043.4000e0043.4000e0040.0000 4.9009 4.9009 9.0000e0059.0000e0054.9301 Total 0.1398 1.2312 0.7770 7.6200e0030.0966 0.0966 0.0966 0.0966 0.0000 1,383.426 8 1,383.426
8 0.0265 0.0254 1,391.647
8 Mitigated
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939

5.3 Energy by Land Use - Electricity
Electricity
Use
Total CO2 CH4 N2O CO2e
Land Use kWh/yr MT/yr
Apartments Low
Rise
106010 33.7770 1.3900e0032.9000e00433.8978
Apartments Mid
Rise

3.94697e
+006
1,257.587
9 0.0519 0.0107 1,262.086
9 General Office
Building
584550 186.2502 7.6900e0031.5900e003186.9165
High Turnover (Sit
Down Restaurant)

6.1 Mitigation Measures Area

6.0 Area Detail

5.3 Energy by Land Use - Electricity
Electricity
Use
Total CO2 CH4 N2O CO2e
Land Use kWh/yr MT/yr
Apartments Low
Rise
106010 33.7770 1.3900e0032.9000e00433.8978
Apartments Mid
Rise

3.94697e
+006
1,257.587
9 0.0519 0.0107 1,262.086
9 General Office
Building
584550 186.2502 7.6900e0031.5900e003186.9165
High Turnover (Sit
Down Restaurant)

1.58904e
+006
506.3022 0.0209 4.3200e003508.1135
Hotel 550308 175.3399 7.2400e0031.5000e003175.9672
Quality
Restaurant
353120 112.5116 4.6500e0039.6000e004112.9141
Regional
Shopping Center
756000 240.8778 9.9400e0032.0600e003241.7395
Total 2,512.646
5 0.1037 0.0215 2,521.635
6 Mitigated
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941
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Mitigated 5.1437 0.2950 10.3804 1.6700e0030.0714 0.0714 0.0714 0.0714 0.0000 220.9670 220.9670 0.0201 3.7400e003222.5835 Unmitigated 5.1437 0.2950 10.3804 1.6700e0030.0714 0.0714 0.0714 0.0714 0.0000 220.9670 220.9670 0.0201 3.7400e003222.5835

6.2 Area by SubCategory
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBio- CO2 Total CO2 CH4 N2O CO2e
SubCategory tons/yr MT/yr
Architectural
Coating

0.4137 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Consumer
Products

7.1 Mitigation Measures Water

7.0 Water Detail

0.4137 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Consumer
Products

4.3998 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Hearth 0.0206 0.1763 0.0750 1.1200e0030.0143 0.0143 0.0143 0.0143 0.0000 204.1166 204.1166 3.9100e0033.7400e003205.3295 Landscaping 0.3096 0.1187 10.3054 5.4000e0040.0572 0.0572 0.0572 0.0572 0.0000 16.8504 16.8504 0.0161 0.0000 17.2540 Total 5.1437 0.2950 10.3804 1.6600e0030.0714 0.0714 0.0714 0.0714 0.0000 220.9670 220.9670 0.0201 3.7400e003222.5835 Mitigated
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Total CO2 CH4 N2O CO2e
Category MT/yr
Mitigated 585.8052 3.0183 0.0755 683.7567
Unmitigated 585.8052 3.0183 0.0755 683.7567
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7.2 Water by Land Use
Indoor/Out
door Use
Total CO2 CH4 N2O CO2e
Land Use Mgal MT/yr
Apartments Low
Rise

1.62885 /

1.02688

10.9095 0.0535 1.3400e00312.6471
Apartments Mid
Rise

63.5252 /

40.0485
425.4719 2.0867 0.0523 493.2363
General Office
Building

7.99802 /

4.90201

53.0719 0.2627 6.5900e00361.6019
High Turnover (Sit
Down Restaurant)

10.9272 /

0.697482

51.2702 0.3580 8.8200e00362.8482
Hotel 1.26834 /

0.140927

6.1633 0.0416 1.0300e0037.5079
Quality
Restaurant

2.42827 /

0.154996

11.3934 0.0796 1.9600e00313.9663
Regional
Shopping Center

4.14806 /

2.54236

27.5250 0.1363 3.4200e00331.9490
Total 585.8052 3.0183 0.0755 683.7567
Unmitigated
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8.1 Mitigation Measures Waste

7.2 Water by Land Use
Indoor/Out
door Use
Total CO2 CH4 N2O CO2e
Land Use Mgal MT/yr
Apartments Low
Rise

1.62885 /

1.02688

10.9095 0.0535 1.3400e00312.6471
Apartments Mid
Rise

63.5252 /

40.0485
425.4719 2.0867 0.0523 493.2363
General Office
Building

7.99802 /

4.90201

53.0719 0.2627 6.5900e00361.6019
High Turnover (Sit
Down Restaurant)

10.9272 /

0.697482

51.2702 0.3580 8.8200e00362.8482
Hotel 1.26834 /

0.140927

6.1633 0.0416 1.0300e0037.5079
Quality
Restaurant

2.42827 /

0.154996

11.3934 0.0796 1.9600e00313.9663
Regional
Shopping Center

4.14806 /

2.54236

27.5250 0.1363 3.4200e00331.9490
Total 585.8052 3.0183 0.0755 683.7567
Mitigated

8.0 Waste Detail
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Total CO2 CH4 N2O CO2e
MT/yr
Mitigated 207.8079 12.2811 0.0000 514.8354
Unmitigated 207.8079 12.2811 0.0000 514.8354
Category/Year
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8.2 Waste by Land Use
Waste
Disposed
Total CO2 CH4 N2O CO2e
Land Use tons MT/yr
Apartments Low
Rise

11.5 2.3344 0.1380 0.0000 5.7834
Apartments Mid
Rise
448.5 91.0415 5.3804 0.0000 225.5513
General Office
Building

41.85 8.4952 0.5021 0.0000 21.0464
High Turnover (Sit
Down Restaurant)
428.4 86.9613 5.1393 0.0000 215.4430
Hotel 27.38 5.5579 0.3285 0.0000 13.7694
Quality
Restaurant

7.3 1.4818 0.0876 0.0000 3.6712
Regional
Shopping Center

58.8 11.9359 0.7054 0.0000 29.5706
Total 207.8079 12.2811 0.0000 514.8354
Unmitigated
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8.2 Waste by Land Use
Waste
Disposed
Total CO2 CH4 N2O CO2e
Land Use tons MT/yr
Apartments Low
Rise

11.5 2.3344 0.1380 0.0000 5.7834
Apartments Mid
Rise
448.5 91.0415 5.3804 0.0000 225.5513
General Office
Building

41.85 8.4952 0.5021 0.0000 21.0464
High Turnover (Sit
Down Restaurant)
428.4 86.9613 5.1393 0.0000 215.4430
Hotel 27.38 5.5579 0.3285 0.0000 13.7694
Quality
Restaurant

7.3 1.4818 0.0876 0.0000 3.6712
Regional
Shopping Center

58.8 11.9359 0.7054 0.0000 29.5706
Total 207.8079 12.2811 0.0000 514.8354
Mitigated

9.0 Operational Offroad
Equipment Type Number Hours/Day Days/Year Horse Power Load Factor Fuel Type

10.0 Stationary Equipment
Fire Pumps and Emergency Generators
Equipment Type Number Hours/Day Hours/Year Horse Power Load Factor Fuel Type CalEEMod Version: CalEEMod.2016.3.2 Page 43 of 44 Date: 1/6/2021 1:52 PM Village South Specific Plan (Proposed) - Los Angeles-South Coast County, Annual 72 ATTACHMENT 3
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11.0 Vegetation
Boilers
Equipment Type Number Heat Input/Day Heat Input/Year Boiler Rating Fuel Type User Defined Equipment
Equipment Type Number
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1.2 Other Project Characteristics
Urbanization
Climate Zone
Urban
9 Wind Speed (m/s) 2.2 Precipitation Freq (Days) 33

1.3 User Entered Comments & Non-Default Data

1.0 Project Characteristics
Utility Company Southern California Edison
Operational Year 2028
CO2 Intensity
(lb/MWhr)
702.44 CH4 Intensity 0.029
(lb/MWhr)
N2O Intensity 0.006
(lb/MWhr)
Village South Specific Plan (Proposed)
Los Angeles-South Coast County, Summer
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Project Characteristics - Consistent with the DEIR's model.