Livermore City Council
July 22, 2024

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or automobiles owned, leased, hired or borrowed by the Licensee/Lessee.

The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or designated volunteers.

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

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

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

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

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Licensee/Lessee shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before License/Lease commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.

Revised 12/21/15 B21 – License/Lease

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FAA
Airports

ASSURANCES

AIRPORT SPONSORS
A. General.

1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors.

2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors.

3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement.

B. Duration and Applicability.

1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor.

The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances.

2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor.

The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project.

3. Airport Planning Undertaken by a Sponsor.

Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and

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assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport.

C. Sponsor Certification.

The sponsor hereby assures and certifies, with respect to this grant that:

1. General Federal Requirements
It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following:

FEDERAL LEGISLATION
a. 49 U.S.C. subtitle VII, as amended.
b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2
e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2
f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)).
m. Rehabilitation Act of 1973 – 29 U.S.C. § 794.
n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability).
p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1
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v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252).
aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX.

EXECUTIVE ORDERS
a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands
c. Executive Order 11998 – Flood Plain Management
d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1
f. Executive Order 12898 – Environmental Justice
g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency
h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government
i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation
j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers
k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad

FEDERAL REGULATIONS
a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement).
b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5
c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning.

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g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services.
h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964.
i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 29 CFR Part 3 – Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying.
n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2
q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1
s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance).
v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles.
x. 49 CFR Part 41 – Seismic Safety.

FOOTNOTES TO ASSURANCE (C)(1) 1
These laws do not apply to airport planning sponsors.
2 These laws do not apply to private sponsors.
3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

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apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4
Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits.

SPECIFIC ASSURANCES
Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement.

2. Responsibility and Authority of the Sponsor.
a. Public Agency Sponsor:

It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor:

It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required.

3. Sponsor Fund Availability.

It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control.

4. Good Title.
a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired.
b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained.

5. Preserving Rights and Powers.
a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

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with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary.
b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances.
f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith.
g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances.

6. Consistency with Local Plans.

The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport.

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7. Consideration of Local Interest.

It has given fair consideration to the interest of communities in or near where the project may be located.

8. Consultation with Users.

In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed.

9. Public Hearings.

In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary.

Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project.

10. Metropolitan Planning Organization.

In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted.

11. Pavement Preventive Maintenance-Management.

With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful.

12. Terminal Development Prerequisites.

For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft.

13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

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accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made.

14. Minimum Wage Rates.

It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work.

15. Veteran's Preference.

It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112.

However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates.

16. Conformity to Plans and Specifications.

It will execute the project subject to plans, specifications, and schedules approved by the Secretary.

Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement.

Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement.

17. Construction Inspection and Approval.

It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary.

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18. Planning Projects.

In carrying out planning projects:
a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities.
c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country.
e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project.
h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant.

19. Operation and Maintenance.
a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for:

1. Operating the airport's aeronautical facilities whenever required;

2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and

3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

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facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended.

20. Hazard Removal and Mitigation.

It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards.

21. Compatible Land Use.

It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended.

22. Economic Nondiscrimination.
a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to:

1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and

2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

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classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers.

Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status.
f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform.
g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions.
h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport.
i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public.

23. Exclusive Rights.

It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply:
a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and
b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code.

24. Fee and Rental Structure.

It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
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Airport Sponsor Assurances 5/2022 Page 12 of 19
which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport.

25. Airport Revenues.
a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport.

The following exceptions apply to this paragraph:

1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply.

2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996.

3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95.
b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator.
c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107.

26. Reports and Inspections.

It will:
a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
837
Airport Sponsor Assurances 5/2022 Page 13 of 19
public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary;
b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request;
c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail:

1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and

2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property.

27. Use by Government Aircraft.

It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that:
a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or
b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds.

28. Land for Federal Facilities.

It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
838
Airport Sponsor Assurances 5/2022 Page 14 of 19

29. Airport Layout Plan.
a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing:

1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto;

2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities;

3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and

4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary.

Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport.
b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary:

1. eliminate such adverse effect in a manner approved by the Secretary; or

2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor.

30. Civil Rights.

It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
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Airport Sponsor Assurances 5/2022 Page 15 of 19
a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances.
b. Applicability

1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities.

2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith.

3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration.

The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods:

1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or

2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source:
“The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.”
e. Required Contract Provisions.

1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
840
Airport Sponsor Assurances 5/2022 Page 16 of 19

2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations.

3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor.

4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties:
a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance.

31. Disposal of Land.
a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund.

If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
841
Airport Sponsor Assurances 5/2022 Page 17 of 19
project that would otherwise be eligible for grant funding or any permitted use of airport revenue.
b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial selfsufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989.
d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport.

32. Engineering and Design Services.

If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport.

33. Foreign Market Restrictions.

It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
842
Airport Sponsor Assurances 5/2022 Page 18 of 19
the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction.

34. Policies, Standards, and Specifications.

It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date].

35. Relocation and Real Property Acquisition.
a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24.
c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24.

36. Access By Intercity Buses.

The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation.

37. Disadvantaged Business Enterprises.

The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812).

38. Hangar Construction.

If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
843
Airport Sponsor Assurances 5/2022 Page 19 of 19

39. Competitive Access.
a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that:

1. Describes the requests;

2. Provides an explanation as to why the requests could not be accommodated; and

3. Provides a time frame within which, if any, the airport will be able to accommodate the requests.
b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
844

EXHIBIT E

REQUIRED FEDERAL PROVISIONS
A. Compliance with Nondiscrimination Provisions. During the performance of this Agreement, LICENSEE, for itself, its assignees, and successors in interest (hereinafter collectively referred to as “LICENSEE”) agrees as follows:

1. Compliance with Regulations: LICENSEE will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement.

2. Non-discrimination: LICENSEE, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of contractors, including procurements of materials and leases of equipment. LICENSEE will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

3. Solicitations for Agreements, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by LICENSEE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential contractor or supplier will be notified by LICENSEE of LICENSEE’s obligations under this Agreement and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin.

4. Information and Reports: LICENSEE will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of LICENSEE is in the exclusive possession of another who fails or refuses to furnish the information, LICENSEE will so certify to LESSOR or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of LICENSEE’s noncompliance with the Non-discrimination provisions of this contract, LESSOR will impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
845

6. Incorporation of Provisions: LICENSEE will include the provisions of paragraphs one through six of this Exhibit B, Section (A) in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. LICENSEE will take action with respect to any contract or procurement as LESSOR or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if LICENSEE becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, LICENSEE may request LESSOR to enter into any litigation to protect the interests of LESSOR. In addition, LICENSEE may request the United States to enter into the litigation to protect the interests of the United States.

B. Real Property Acquired or Improved Under the Airport Improvement Program.

LICENSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, LICENSEE will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. LICENSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that LICENSEE will furnish its services in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities.

D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, LICENSEE, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
846
ii. 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federalaid programs and projects); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
viii. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38; ix. The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.

Reg. at 74087 to 74100); and
DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
847
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

E. General Civil Rights Provision. LICENSEE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If LICENSEE transfers its obligation to another, the transferee is obligated in the same manner as LICENSEE. This provision obligates LICENSEE for the period during which the property is owned, used or possessed by LICENSEE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

F. Right of Re-entry. In the event of breach of any of the above Nondiscrimination covenants, LESSOR will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued.

G. Subcontracts. LICENSEE agrees that it shall insert the above six provisions (Section (A) through Section (F)) in any agreement by which LICENSEE grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public under this Agreement.

DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9

EXHIBIT A
848
A
A - Install Manual Slide Gate
- Install Fence w/top bar
- Existing Fence
Attitude Aviation - Boneyard
License Agreement Fencing Plan
DocuSign Envelope ID: 1CF63831-F5E3-47E6-A13D-206394BA3DD9 EXHIBIT F

EXHIBIT A
849
Boneyard Aerial Site Plan
Information Technologies, GIS Division, City of Livermore 472.9
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 0 236.47 472.9 Feet Notes
6000)
00)
00)

EXHIBIT A
850
Enlarged Aerial Site Plan
Information Technologies, GIS Division, City of Livermore 118.2
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 0 59.12 118.2 Feet Notes

EXHIBIT A
851

EXHIBIT C

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

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

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

3. Workers’ Compensation and Employer's Liability:

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

4. Property Insurance:

Total value of all tenant improvements, betterments, and contents.

The City of Livermore shall be named as loss payee as its interest may appear. The insurer shall waive all rights against City.

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Licensee/Lessee; Revised 12/21/15 B21 – License/Lease

EXHIBIT A
852
or automobiles owned, leased, hired or borrowed by the Licensee/Lessee.

The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or designated volunteers.

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

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

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

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

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Licensee/Lessee shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before License/Lease commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.

Revised 12/21/15 B21 – License/Lease

EXHIBIT A
853
Airport Sponsor Assurances 5/2022 Page 1 of 19
FAA
Airports

ASSURANCES

AIRPORT SPONSORS
A. General.

1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors.

2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors.

3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement.

B. Duration and Applicability.

1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor.

The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances.

2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor.

The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project.

3. Airport Planning Undertaken by a Sponsor.

Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and

EXHIBIT - D

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Airport Sponsor Assurances 5/2022 Page 2 of 19
assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport.

C. Sponsor Certification.

The sponsor hereby assures and certifies, with respect to this grant that:

1. General Federal Requirements
It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following:

FEDERAL LEGISLATION
a. 49 U.S.C. subtitle VII, as amended.
b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2
e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2
f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)).
m. Rehabilitation Act of 1973 – 29 U.S.C. § 794.
n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability).
p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1

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Airport Sponsor Assurances 5/2022 Page 3 of 19
v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252).
aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX.

EXECUTIVE ORDERS
a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands
c. Executive Order 11998 – Flood Plain Management
d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1
f. Executive Order 12898 – Environmental Justice
g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency
h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government
i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation
j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers
k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad

FEDERAL REGULATIONS
a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement).
b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5
c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning.

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Airport Sponsor Assurances 5/2022 Page 4 of 19
g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services.
h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964.
i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 29 CFR Part 3 – Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying.
n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2
q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1
s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance).
v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles.
x. 49 CFR Part 41 – Seismic Safety.

FOOTNOTES TO ASSURANCE (C)(1) 1
These laws do not apply to airport planning sponsors.
2 These laws do not apply to private sponsors.
3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall

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Airport Sponsor Assurances 5/2022 Page 5 of 19
apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4
Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits.

SPECIFIC ASSURANCES
Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement.

2. Responsibility and Authority of the Sponsor.
a. Public Agency Sponsor:

It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor:

It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required.

3. Sponsor Fund Availability.

It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control.

4. Good Title.
a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired.
b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained.

5. Preserving Rights and Powers.
a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere

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Airport Sponsor Assurances 5/2022 Page 6 of 19
with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary.
b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances.
f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith.
g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances.

6. Consistency with Local Plans.

The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport.

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Airport Sponsor Assurances 5/2022 Page 7 of 19

7. Consideration of Local Interest.

It has given fair consideration to the interest of communities in or near where the project may be located.

8. Consultation with Users.

In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed.

9. Public Hearings.

In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary.

Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project.

10. Metropolitan Planning Organization.

In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted.

11. Pavement Preventive Maintenance-Management.

With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful.

12. Terminal Development Prerequisites.

For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft.

13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The

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Airport Sponsor Assurances 5/2022 Page 8 of 19
accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made.

14. Minimum Wage Rates.

It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work.

15. Veteran's Preference.

It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112.

However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates.

16. Conformity to Plans and Specifications.

It will execute the project subject to plans, specifications, and schedules approved by the Secretary.

Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement.

Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement.

17. Construction Inspection and Approval.

It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary.

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Airport Sponsor Assurances 5/2022 Page 9 of 19

18. Planning Projects.

In carrying out planning projects:
a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities.
c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country.
e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project.
h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant.

19. Operation and Maintenance.
a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for:

1. Operating the airport's aeronautical facilities whenever required;

2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and

3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or

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Airport Sponsor Assurances 5/2022 Page 10 of 19
facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended.

20. Hazard Removal and Mitigation.

It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards.

21. Compatible Land Use.

It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended.

22. Economic Nondiscrimination.
a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to:

1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and

2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable

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classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers.

Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status.
f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform.
g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions.
h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport.
i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public.

23. Exclusive Rights.

It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply:
a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and
b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code.

24. Fee and Rental Structure.

It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for

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which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport.

25. Airport Revenues.
a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport.

The following exceptions apply to this paragraph:

1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply.

2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996.

3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95.
b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator.
c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107.

26. Reports and Inspections.

It will:
a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the

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public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary;
b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request;
c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail:

1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and

2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property.

27. Use by Government Aircraft.

It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that:
a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or
b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds.

28. Land for Federal Facilities.

It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary.

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29. Airport Layout Plan.
a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing:

1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto;

2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities;

3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and

4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary.

Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport.
b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary:

1. eliminate such adverse effect in a manner approved by the Secretary; or

2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor.

30. Civil Rights.

It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant.

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a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances.
b. Applicability

1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities.

2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith.

3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration.

The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods:

1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or

2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source:
“The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.”
e. Required Contract Provisions.

1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations.

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2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations.

3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor.

4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties:
a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance.

31. Disposal of Land.
a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund.

If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development

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project that would otherwise be eligible for grant funding or any permitted use of airport revenue.
b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial selfsufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989.
d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport.

32. Engineering and Design Services.

If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport.

33. Foreign Market Restrictions.

It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by

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the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction.

34. Policies, Standards, and Specifications.

It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date].

35. Relocation and Real Property Acquisition.
a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24.
c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24.

36. Access By Intercity Buses.

The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation.

37. Disadvantaged Business Enterprises.

The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812).

38. Hangar Construction.

If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose.

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Airport Sponsor Assurances 5/2022 Page 19 of 19

39. Competitive Access.
a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that:

1. Describes the requests;

2. Provides an explanation as to why the requests could not be accommodated; and

3. Provides a time frame within which, if any, the airport will be able to accommodate the requests.
b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date.

EXHIBIT A
872
Exhibit D

EXHIBIT E

REQUIRED FEDERAL PROVISIONS
A. Compliance with Nondiscrimination Provisions. During the performance of this Agreement, LICENSEE, for itself, its assignees, and successors in interest (hereinafter collectively referred to as “LICENSEE”) agrees as follows:

1. Compliance with Regulations: LICENSEE will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement.

2. Non-discrimination: LICENSEE, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of contractors, including procurements of materials and leases of equipment. LICENSEE will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

3. Solicitations for Agreements, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by LICENSEE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential contractor or supplier will be notified by LICENSEE of LICENSEE’s obligations under this Agreement and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin.

4. Information and Reports: LICENSEE will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of LICENSEE is in the exclusive possession of another who fails or refuses to furnish the information, LICENSEE will so certify to LESSOR or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of LICENSEE’s noncompliance with the Non-discrimination provisions of this contract, LESSOR will impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part.

EXHIBIT A
873
Exhibit D

6. Incorporation of Provisions: LICENSEE will include the provisions of paragraphs one through six of this Exhibit B, Section (A) in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. LICENSEE will take action with respect to any contract or procurement as LESSOR or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if LICENSEE becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, LICENSEE may request LESSOR to enter into any litigation to protect the interests of LESSOR. In addition, LICENSEE may request the United States to enter into the litigation to protect the interests of the United States.

B. Real Property Acquired or Improved Under the Airport Improvement Program.

LICENSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, LICENSEE will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. LICENSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that LICENSEE will furnish its services in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities.

D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, LICENSEE, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

EXHIBIT A
874
Exhibit D
ii. 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federalaid programs and projects); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
viii. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38; ix. The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.

Reg. at 74087 to 74100); and

EXHIBIT A
875
Exhibit D
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

E. General Civil Rights Provision. LICENSEE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If LICENSEE transfers its obligation to another, the transferee is obligated in the same manner as LICENSEE. This provision obligates LICENSEE for the period during which the property is owned, used or possessed by LICENSEE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

F. Right of Re-entry. In the event of breach of any of the above Nondiscrimination covenants, LESSOR will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued.

G. Subcontracts. LICENSEE agrees that it shall insert the above six provisions (Section (A) through Section (F)) in any agreement by which LICENSEE grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public under this Agreement.

EXHIBIT A
876
A
A - Install Manual Slide Gate
- Install Fence w/top bar
- Existing Fence
Attitude Aviation/Gradetech - Boneyard
License Agreement Fencing Plan

EXHIBIT F

EXHIBIT A
877
Attitude Aviation, Inc.

Price to Modify Fencing at Livermore Airport Storage Yard January 18, 2024
330’ of 6’ Black Chain Link Fence $30,360.00
20’ Rolling Gate $ 3,400.00
$33,760.00
Sam Rivinius
Attitude Aviation, Inc.
925-456-2276

EXHIBIT A
878
CITY COUNCIL STAFF REPORT ITEM NO. 6.1
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Judy Erlandson, Acting Public Works Director
SUBJECT: Public Hearing to consider protests related to the non-payment of solid waste, recycling, and organics handling services provided by Livermore Sanitation for collection on the County Assessor tax roll.

RECOMMENDED ACTION
Staff recommends the City Council hold a Public Hearing to:

1. Consider protests related to the non-payment of solid waste, recycling, and organics services;

2. Adopt a resolution overruling protests and confirm the 2022 and 2023 assessments if applicable; and,

3. Direct staff to forward a finalized copy of the assessment report to the County Tax Assessor.

SUMMARY
Currently, Livermore Sanitation, Inc. (LSI) has approximately 29,000 accounts. Of those, 88 are more than 12 months behind on payment. These debts are from unpaid charges from Fiscal Years 2022 and 2023 (7/2022 - 6/2024). Despite repeated notifications from LSI, and four notices from the City of Livermore, the accounts continue to be significantly overdue. As provided for in Government Code section 25831 and Livermore Municipal Code section 8.08.160, LSI may assign to the City all of LSI’s rights to collect these delinquent accounts for the City to pursue collections.

DISCUSSION
Per Livermore Municipal Code 8.08.030, all properties are required to subscribe to solid waste, recycling, and organics services provided by Livermore Sanitation, Inc. (LSI). Additionally, the Municipal Code states that property owners are responsible to pay for solid waste, recycling, and organics service at rates approved by the City Council.

Due to the possibility of waste accumulation and vermin infestation, LSI is not permitted to discontinue providing service for non-payment. Continual service also helps preserve property values and quality of life by reducing illegal dumping and blighted neighborhoods. 879
LSI has two billing cycles; residential accounts are billed quarterly, and commercial accounts are billed monthly. According to the Third Amended and Restated Agreement between the City of Livermore and LSI for Solid Waste, Recyclable Materials, and Compostable Materials Services (Franchise Agreement), if LSI does not receive payment after 30 days from the date of the invoice, a notice is sent to the account holder. If an account lapses to 60 days past due, a second notice, if applicable, is sent to the account holder and property owner. Concurrently, residential service is reduced to one 20-gallon garbage cart with no recycling or organics service. Commercial service is reduced to one 32-gallon garbage cart with no recycling or organics service. Collection calls to the account holder are documented and invoices including the outstanding amount are continued.

In addition to LSI’s collection efforts, the City of Livermore sends four notices to affected property owners advising of intent to assess their property. This year, the first notice was mailed on April 3, 2024. The second notice was mailed on June 14, 2024. The third notice was mailed on June 28, 2024. The fourth notice was mailed on July 15, 2024. All letters advised the property owner of the scheduled Public Hearing on July 22, 2024.

Upon confirmation by the City Council, City staff will send the final assessment list to a consultant to verify addresses and then send the information to be placed on the County tax roll at a cost of approximately $500. All assessments are cleared in five years, or once a property is sold by the owner or Alameda County, and past due funds are paid to LSI.

As of the writing of this report, of the approximately 29,000 LSI accounts, 88 accounts are more than 12 months past due. This accounts for 0.3% of all LSI accounts. These debts are unpaid charges from Fiscal Year 2022 and 2023. Of the 88 accounts, there are 3 commercial accounts, 1 multi-family account, and 83 residential accounts that are more than 12 months past due. Of the 88 accounts, there are 16 accounts scheduled for assessments this year that have been assessed in previous years.

The amount and number of accounts eligible for assessment may decrease after publication of this report since account holders and property owners may settle their account until 7:00 pm on the evening of the July 22, 2024 Public Hearing. This payment cutoff date is necessary in order for this assessment to be included in the 2024-2025 County Tax Assessor’s billing.

If confirmed by the City Council, all outstanding debt that is more than 12 months overdue will be assigned by LSI to the City, for the City to pursue collections as provided for in Government Code section 25831 and Livermore Municipal Code section 8.08.160.

Staff recommends that the City Council consider protests, and adopt a resolution confirming the 2024 assessments, directing staff to forward a finalized copy of the assessment report to the County Tax Assessor.

FISCAL AND ADMINISTRATIVE IMPACTS
The net value of the assessments is approximately $88,591 which represents debts that are at least 12 months old. This will be the amount remitted to the City and passed through to LSI when received.

COMMUNITY PILLAR
880
3: Environmental Stewardship
GOAL
2: Manage the City’s Solid Waste Contract

ATTACHMENTS

1. Resolution

2. Exhibit A - Assessment List
Prepared by: Anna Zamboanga
Recycling Specialist
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION CONSIDERING AND OVERRULING OBJECTIONS AND PROTESTS TO

NON-PAYMENT OF SOLID WASTE, RECYCLING, AND ORGANICS HANDLING SERVICES

PROVIDED BY LIVERMORE SANITATION FOR COLLECTION ON THE COUNTY

ASSESSOR TAX ROLL AND CONFIRMING ASSESSMENTS
The City of Livermore (“City”) initiated collection procedures for delinquent payments and penalties for waste collection services as authorized by Livermore Municipal Code section

8.08.160 and Government Code sections 38790.1 and 25831, which included causing notice of the hearing to be mailed to landowners for the properties listed in Exhibit A not less than 10 days before the public hearing to confirm the assessments.

On July 22, 2024, the City Council conducted a public hearing to hear any and all objections or protests by landowners liable to be assessed for delinquent fees, identified in the attached Exhibit A, for unpaid invoice amounts.

The City Clerk of the City of Livermore has, within the time required by law, prepared the assessment list and caused it to be posted in the same locations as the agenda for the City Council’s meeting on July 22, 2024, with the time shown when said list has been submitted to the City Council for confirmation.

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

1. All objections and protests, if any, have been overruled by motion of the City Council.

2. The delinquencies and penalties listed in the attached Exhibit A are hereby confirmed by the City Council as submitted.

3. The outstanding amounts of overdue solid waste accounts with Livermore Sanitation Inc. shall become an assessment on the property for the unpaid invoiced amount and placed on the County tax roll.

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

On motion of Council Member ________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on July 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Jason Alcala
Deborah L. Elam Jason Alcala
Acting City Clerk City Attorney
Exhibit A – Lien Assessments
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APN Service Address Potential Lien Amount
98-290-22 1116 E STANLEY BLVD 9017.79
98-385-60 763 EL RANCHO DR 2039.25
99B-5206-23 1628 PINEHURST CT 1760.80
98-243-1-4 363 N K ST 1700.14
903-13-113 506 SELBY LN 1546.44
98A-434-5 137 ESTATES ST 1524.02
98A-610-24 3659 CARRIGAN CMN 1524.02
99B-5209-135 2195 DEL MONTE ST 1524.02
99-302-87 878 ALEXANDER ST 1524.02
99-320-25 404 ANNA MARIA ST 1507.20
98-292-9 1320 VENTURA AVE 1502.02
98-350-14 588 BERNAL AVE 1396.19
99-1341-69 3113 SALISBURY CT 1372.08
99-306-132 725 EL CAMINITO 1296.47
99A-2908-64 4610 AMY CT 1289.10
98-220-5 658 N O ST 1289.10
99-1306-13 239 QUARTZ CIR 1252.51
99B-5355-21 826 BERRYESSA CT 1252.51
97-81-4-3 1323 2ND ST 1221.00
98-391-110 773 PARTRIDGE CMN 1206.58
99-308-98 827 WALL ST 1206.58
99-31-53 4831 ZINNIA CT 1172.80
99B-5304-52-3 6265 ALTAMAR CIR 1172.80
98-410-3 2906 WORTHING CMN 1127.27
97-85-6-8 1167 HOLMES CT 1110.96
98-402-41 539 HUMBOLDT WAY 1078.06
99B-5301-94 6472 OWL WAY 1042.37
97-145-24 1947 DE VACA WAY 1009.36
99-1333-18 1004 LARKSPUR DR 973.44
99-1359-31 2529 ORVIETO CT 973.44
99-79-62 2813 BRIARWOOD DR 986.94
97-91-30-1 1271 AARON ST 962.48
98-304-25-1 1374 OLIVINA AVE #BACK 955.90
99-33-51 1000 BLUEBELL DR 905.98
99-1309-21 1665 HONEYSUCKLE RD 905.98
98-304-25-1 1374 OLIVINA AVE 889.80
97-151-9 1676 SORRENTO PL 880.62
99-307-44 749 MORAGA DR 880.62

EXHIBIT A
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99-1315-14 5358 SUNFLOWER CT 868.60
99A-2903-124 4713 MULQUEENEY CMN 868.60
97-152-46 2933 1ST ST #1004 860.83
905-12-172 26 BELLINGTON CMN #1 846.35
99-313-81 438 ARMIDA CT 845.05
99B-8116-38 5721 EDELWEISS WAY 782.36
99B-5405-3 6970 EDGEWATER LN 782.36
98-304-24 1372 OLIVINA AVE 782.36
99B-8132-29 914 FLURRY DR 781.05
99-186-122 610 CURLEW RD 804.42
98A-417-13 3532 MADEIRA WAY 804.42
97-108-18 318 S LIVERMORE AVE #112 758.78
97-112-3 2452 2ND ST 719.12
99B-5208-26 5579 OAKMONT CIR 718.43
98A-610-43 3746 CARRIGAN CMN 742.84
905-12-171 211 WILDROSE CMN #7 696.40
98-227-1-13 556 N LIVERMORE AVE 668.51
98-409-5 2713 HOLLINGBURY CMN 664.92
99-985-3-2 979 S LIVERMORE AVE #201 684.88
98-265-38 2869 KENNEDY ST 659.83
99B-5210-103 5569 HAGGIN OAKS AVE 676.90
98-243-6-7 374 N L ST 665.96
99-302-94 789 DEL MAR AVE 644.92
99-303-45 1130 EL CAMINITO 656.43
97-152-98 2755 1ST ST #1502 640.54
98A-402-68 1090 NIELSEN LN 645.96
99A-1437-54 1069 ROXANNE ST 636.90
97-81-4-3 1345 2ND ST 617.52
98-292-5-1 1367 LAMBAREN AVE 609.30
99-27-6 1374 ASTER LN 582.01
99-327-66 649 JADE PL 567.72
98A-612-39 3573 RIDGECREST WAY 546.05
97-14-6-1 186 S K ST 558.88
99-1315-20 5343 MOONFLOWER WAY 549.36
99-76-27 1187 CROMWELL ST 533.14
99-314-56 373 EDYTHE ST 513.03
98A-414-14-2 3542 EAST AVE #E 514.96
97-152-26 266 WOOD ST #404 514.96
97-9-3-8 182 S P ST 514.96

EXHIBIT A
884
98-264-11 3075 CALLAGHAN ST #A 513.14
97-91-1-1 1208 MARGUERITE ST 460.46
99-1322-112 1025 BELLFLOWER ST 434.90
99-317-8 1348 EL PADRO DR 412.14
99-39-4 1574 HEATHER LN 412.14
905-13-37 32 MERITAGE CMN #200 389.38
98-233-6-4 1663 LINDEN ST 389.38
98-281-2 183 N LIVERMORE AVE 309.44
98A-447-100 3969 PRINCETON WAY 336.66
99A-2915-1 5792 DAPHNE DR 330.58
99-313-3 518 SONOMA AVE 92.60

EXHIBIT A
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CITY COUNCIL STAFF REPORT ITEM NO. 6.2
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Hearing to consider a request for a Vesting Tentative Tract Map, Site Plan Design Review, Development Agreement, Consistency Determination, Conditional Use Permit, Master Sign Program Amendment, and Development Code amendment to develop vacant land located southwest of the Portola Avenue and Isabel Avenue intersection with for-sale residential townhome and condominium units and for-rent apartments with mixed commercial and office uses and a public park and public plazas, known as Isabel Crossing.

RECOMMENDED ACTION
The Planning Commission and staff recommend the City Council take the following actions:

1. Adopt a resolution adopting an Addendum to the Isabel Neighborhood Specific Plan Supplemental Environmental Impact Report, in accordance with the California Environmental Quality Act.

2. Introduce an ordinance and waive the first reading approving Development Code Amendment (DCA) 24-001;

3. Adopt a resolution approving Specific Plan Amendment (SPPA) 24-001;

4. Introduce an ordinance and waive the first reading approving Development Agreement (DA) 22- 001;

5. Adopt a resolution approving Subdivision (SUB) 22-008, Conditional Use Permit (CUP) 24-002, Site Plan Design Review (SPDR) 24-003, Master Sign Plan Amendment (MSP) 24-001; the proposed Master Plan; the Alternative Affordable Plan; the requested Density Bonus Waivers and Incentive/Concessions; and the No Net Loss findings;

6. Direct the Planning Manager to file a Notice of Determination, in accordance with the provisions of the California Environmental Quality Act, subject to Project approval; and

7. Direct the City Clerk to record the Development Agreement, in accordance with the provisions of the California Government Code, subject to Project approval.

SUMMARY
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The Isabel Neighborhood Specific Plan (Specific Plan) guides development in the northwestern part of Livermore. It seeks to create a complete neighborhood with a mix of uses that is walkable, bikeable, and served by transit. The City Council adopted the amended Specific Plan and its Supplemental Environmental Impact Report in November 2020. The proposed site and project are one of several new developments within the Specific Plan area. The project proposes 1,299 for-sale condominium units, duplexes, triplexes, townhomes, and apartments with associated open space, landscaping, parking, and public street frontage improvements. The project also includes mixed-use buildings with approximately 75,000 square feet of retail on the ground floor along Main Street and Gateway Avenue, approximately two acres of a public park and plazas, and off-site public infrastructure, including separated bike lanes and bus stop improvements.

The Project is consistent with the General Plan, Climate Action Plan, Active Transportation Plan, Specific Plan, as amended, Airport Land Use Compatibility Plan, Livermore Development Code, as amended, and the citywide Design Standards and Guidelines, with the exception of the specific standards waived by state Density Bonus Law. The Project would make progress towards meeting the City's current Regional Housing Needs Allocation (RHNA), would result in a net surplus of Lower Income RHNA units, and exceeds the affordable housing requirements, with 363 affordable units. The Project provides highquality architectural design, in a style that reflects Livermore's heritage. The proposed landscape design includes native species, low-water-using plants, and recycled water. The proposed Development Agreement is consistent with the General Plan, secures a range of community benefits for Livermore such as extra bike lanes, financial contributions, public art, and affordable housing, and ensures the Project will be constructed as proposed and within a reasonable period of time. The proposed Specific Plan and Development Code amendments are consistent with the General Plan, would help implement the Specific Plan, and would provide the City Council with additional development flexibility given current market conditions and state housing laws. The use and density are consistent and compatible with surrounding properties and the Livermore Municipal Airport, the site is of a size and shape that can accommodate the use, and the project will be adequately served by all necessary utilities and services.

The Project conforms with the provisions of the California Housing Crisis Act and State Density Bonus Law. An EIR Addendum was prepared, consistent with the California Environmental Quality Act, that demonstrates no significant impacts beyond those previously identified in the EIR would occur.

Ultimately, the Project is consistent with all state and local requirements, implements the Council's vision for a walkable and bikeable transit-oriented development, secures physical, financial, and intangible community benefit, and provides a range of broader community benefits intrinsic to the Project, creating a high-quality place to live, shop, dine, and recreate. The Location Map is shown in Attachment 3 and Development Plans are shown in Exhibits C, D, and E of the Project resolution.

DISCUSSION

BACKGROUND
In 2018 the City Council adopted the Isabel Neighborhood Specific Plan. In November of 2020, the City Council adopted the amended Isabel Neighborhood Specific Plan (Specific Plan) to acknowledge that Valley Link would have a commuter train station at Isabel and I-580 instead of BART and to implement focused land use changes. The Specific Plan covers approximately 1,138 acres in the northwest part of Livermore surrounding the Isabel Avenue/580 Interchange.

The Specific Plan establishes the land uses, allowable densities, development locations, and necessary 887
public improvements to create a complete neighborhood, access to open space, arroyos, and scenic views, a well-connected pedestrian and bicycle network, high quality design, community gathering spaces, and compatibility with existing uses. The Isabel Neighborhood will address citywide goals by providing increased transportation options, housing choices, and supporting economic vitality. Residents and employees will have access to regional and local transit, a variety of amenities, and basic services for meeting daily needs, such as a nearby grocery store, restaurants, and office space.

The Specific Plan would create a complete transit-oriented neighborhood that includes approximately 4,095 new attached single-family and multi-family housing units, approximately 1,000 of which will be affordable units. In addition, the Specific Plan includes new commercial and office space, three new neighborhood parks, pedestrian and bicycle facilities, and infrastructure improvements. Digital copies of the Specific Plan and Environmental Impact Report are provided on the City’s website.

The Specific Plan streamlines environmental and design review in the Isabel Neighborhood. However, development projects within the Plan are required to undergo the City's typical entitlement process, which requires Planning Commission and City Council approval of larger residential subdivisions and mixed-use projects. To date, the City Council has approved approximately 750 residential units in the Specific Plan, across four separate Development projects. Apart from the Isabel Crossing project, approximately 285 additional residential units are currently in the development pipeline to be considered by the City Council in the near future.

DESCRIPTION, CONTEXT, AND ANALYSIS
The complete project description, site context, and analysis of consistency with all applicable State and local standards is provided in the attached Staff Analysis memo, that was reviewed by the Planning Commission (Attachment 1).

PLANNING COMMISSION AND PUBLIC COMMENT
On July 2, 2024, the Planning Commission considered the Project. Primary topics of discussion included active transportation, affordable housing, No Net Loss, and the proposed Specific Plan/ Development Code amendments. Prior to the meeting, the Project received 10 letters of support, including from Las Positas College, the Chamber of Commerce, and Interfaith Housing (Attachment 12). Several speakers commented during the public hearing, all in support of the Project. One speaker was concerned with the concentration of affordable housing units, while three others advocated for local trades and unionized labor. Ultimately, the Planning Commission unanimously approved the Project with the following recommendations, which have been incorporated into the Project Conditions of Approval:

1. To the extent practicable, the pedestrian trail located on the east side of Planning Area S1 should be designed to accommodate bicyclists, and should connect directly to Isabel Avenue.

2. In all locations where feasible, pedestrian curb ramps shall be directional.

3. To the extent practicable, the pedestrian bulbouts along Isabel Avenue shall be extended to shorten crossing distance.

4. Project bike racks shall be evenly distributed across the site and shall be located within 50 feet of commercial entries.

5. Community Development Department staff shall coordinate with Livermore Amador Valley Transit Authority staff to explore bus stops within the Project site, where feasible.

6. To the extent practicable, A Street and Gateway Avenue should be modified to ensure dedicated 888
bicycle lanes are located along the curb face, and separated from the travel lane with automobile parking.

The Staff Analysis reviewed by Planning Commission describes how the proposed Isabel Neighborhood Specific Plan Master Planning Policy amendment would only apply to the Specific Plan core area (Subareas 3a, 3b, and 3c). However, the proposed Specific Plan text amendment erroneously omitted this requirement. Subsequent to the Planning Commission meeting, staff corrected the error, and presents the revised text amendment to the City Council for consideration in Exhibit C of the Specific Plan Amendment resolution. Staff supports focusing the Master Planning Policy amendment within the core area since these are the densest and mixed-use areas of the plan, and require flexibility given current market conditions and state legal climate.

During the Planning Commission meeting, the applicant provided testimony that the requested Density Bonus Waiver related to landscape area was no longer needed, since the Project meets the required standard. Planning Commission recommended that the applicant submit a new Density Bonus letter removing this request. The applicant has submitted a revised letter for the Council's consideration and is included as Attachment 10. Staff supports the change and has found that more than 10 percent of the project site is landscaped, exceeding the requirement. The full Planning Commission meeting minutes are provided in Attachment 13, and each Planning Commission Resolution is attached to the City Council Resolutions and Ordinances.

FISCAL AND ADMINISTRATIVE IMPACTS
There are generally positive fiscal impacts for the City associated with the project as summarized below.

Staff time allocated to land use entitlement review is mostly offset by required entitlement application fees, and plan checking and building permit fees would cover all required post-entitlement work. The increase in demand for water, sewer, and stormwater services would be offset by required impact fees and utility connection fees.

All Project infrastructure will be constructed by the Developer, who would be reimbursed through the formation of a new Infrastructure Community Facilities District (Infrastructure CFD). Staff time associated with formation and management of the Infrastructure CFD would be reimbursed by the Infrastructure CFD itself. Private infrastructure would be maintained by the Project's private Master Homeowners' Association (HOA). The Isabel Neighborhood Specific Plan Maintenance CFD (Maintenance CFD) would cover the maintenance costs for all public infrastructure within the project site like public streets, landscape strips, medians, plazas, and stormwater retention areas.

All Class IV separated bike lanes would be maintained by the City using the General Fund because they are being used by the broader community. Maintenance of all private surface improvements like private landscaping, alleys, signage, etc. would be paid for by the Project’s HOA. Livermore Area Parks and Recreation District (LARPD) would maintain the Neighborhood Park.

According to the Fiscal/Economic Analysis report prepared by Kosmont (Attachment 9), the Project would provide an estimated $1 million net annual tax surplus at full buildout, accounting for both utility and service demand (e.g. police and fire) and property and sales taxes paid to the City. Further, the Project would provide over 3,700 construction jobs onsite during the construction period, and an estimated $615 million in total economic output during construction (representing new labor income and goods and services produced within Livermore).
889
During operations at full buildout, the Project would generate $43 million in new local retail spending, provide 200 new jobs, with an estimated $70 million total annual economic output (representing new jobs, new spending, and new wages). The Project represents an approximately $600 million initial investment into the City of Livermore. As required by the Development Agreement, Livermore would also be designated as the point of sale for all construction material/supplies purchased of $5 million or more, resulting in further sales tax increases during construction.

ENVIRONMENTAL DETERMINATION
In 2020, the City Council certified a Supplemental Environmental Impact Report for the Isabel Neighborhood Specific Plan (EIR). The EIR analyzed the impacts of the Specific Plan at full buildout. As described in the Environmental Resolution, an Addendum to the 2020 Isabel Neighborhood Specific Plan Supplemental Environmental Impact Report was prepared for the Project. Although the Project is different than what was analyzed in the EIR, with a different street layout, modified proportion and location of office and commercial uses, a different park location, and a land use change from office to residential, the Addendum finds that the overall Project impacts are less significant than those analyzed in the EIR. For these reasons, no new EIR is required, and the Project meets all requirements of the California Environmental Quality Act, per CEQA Guidelines section 15164.

COMMUNITY PILLAR
2: Economy that Prospers
GOAL
4: Implement the Isabel Neighborhood Specific Plan

GUIDING DOCUMENTS
General Plan
Isabel Neighborhood Specific Plan

ATTACHMENTS

1. Memo - Staff Analysis - Isabel Crossing

2. Memo - Utilities and Infrastructure - Isabel Crossing

3. Map - Location - Isabel Crossing

4. Map - Transportation Infrastructure - Isabel Crossing

5. Map - Existing Land Use

6. State Law - No Net Loss Summary

7. Policy - Housing Element Sites Inventory Excerpt

8. Policy - Master Planning - Isabel Neighborhood Specific Plan

9. Study - Kosmont Economic Analysis

10. Letter - Density Bonus Request

11. Letter - LVJUSD
890

12. Letters - Public Support

13. Draft Minutes - Planning Commission Meeting

14. Resolution - CEQA

15. Exhibit A - Planning Commission CEQA Resolution

16. Exhibit B - Specific Plan EIR Addendum

17. Exhibit C - Addendum Appendix Volume A

18. Exhibit D - Addendum Appendix Volume B

19. Ordinance - Development Code Amendment

20. Exhibit A - PC Development Code Resolution

21. Exhibit B - Livermore Development Code Text Amendment

22. Resolution - Specific Plan Amendment

23. Exhibit A - Planning Commission Specific Plan Amendment Resolution

24. Exhibit B - Specific Plan Map Amendment

25. Exhibit C - Specific Plan Text Amendment

26. Ordinance - Development Agreement

27. Exhibit A - Planning Commission Development Agreement Resolution

28. Exhibit B - Development Agreement

29. Resolution - Project

30. Exhibit A - Planning Commission Project Resolution

31. Exhibit B - Planning Commission Consistency Determination Resolution

32. Exhibit C - Architectural Plans

33. Exhibit D - Landscape Plans

34. Exhibit E - Civil Plans

35. Exhibit F - Proposed Master Plan

36. Exhibit G - Conditions of Approval
Prepared by: Jake Potter
Senior Planner
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
891

PLANNING COMMISSION MEMORANDUM
1 TO: Chairperson Anderson and
Members of the Planning Commission
PREPARED BY: Jake Potter, Senior Planner
Jennifer Ackerman, Assistant Planner
REVIEWED BY: Stephen Riley, Planning Manager
Ben Murray, Principal Planner
DATE: July 2, 2024
SUBJECT: Vesting Tentative Tract Map 8659 (SUB) 22-008, Development Agreement (DA) 22-001, Consistency Determination (CD) 24-004, Conditional Use Permit (CUP) 24-002, Site Plan Design Review (SPDR) 24-003, Specific Plan Amendment (SPPA) 24-001, Master Sign Program Amendment (MSP) 24-001, and Development Code Amendment (DCA) 24-001 for 1,299 units and approximately 90,000 square feet of non-residential uses comprised of office, commercial, and residential amenity space, located at the southwest corner of Portola Avenue and Isabel Avenue, known as the Isabel Crossing Project (“Project”).

PROJECT DESCRIPTION
The applicant for the proposed Project, known as Isabel Crossing, would develop the vacant site at the southwest corner of Isabel Avenue and Portola Avenue with a masterplanned community offering a range of housing options with 1,299 dwelling units with approximately 15,000 square feet of ancillary amenity space such as lobbies, gyms, and community spaces, approximately 75,000 square feet of office and commercial uses, a main street with public plazas, a new neighborhood park, private recreation center and pool, public trails, bike paths, bike lanes, and a public art program.

This proposed mixed-use development on approximately 45 acres would include duplexes, triplexes, flat condominiums, apartments, and three-story townhomes. Unit sizes for condominiums range from 949 to 2,006 square feet, apartments range from 453 to 1,242 square feet, and townhomes range from 1,177 to 2,409 square feet.

The applicant proposes a total of 363 new affordable housing units, comprising 28 percent of the total number of units, which is 103 units more than the City’s requirement.

ATTACHMENT 1
892
2 This includes 10 affordable for-sale townhomes, 47 affordable for-sale condos and 306 affordable for-rent apartments. Affordable for-sale units will be deed restricted (18 for median-income buyers and 39 moderate-income buyers), and rental units will be available to qualified renters of very low (65 units), low (113 units), median (65 units), and moderate (63 units) income levels, as shown on page 43 of Exhibit C to the Project resolution.

The 75,000 square feet of commercial space would be on the street level of multi-story buildings with residential condominiums and apartments located above. Commercial spaces, including retail, office, and grocery uses would front landscaped streets internal to the Project site along Main Street and Gateway Boulevard.

Isabel Crossing provides significant new public open spaces and recreational facilities.

These include a public neighborhood park, a private recreation center and multiple public plazas. The Project also includes substantial new infrastructure and transportation features, including a network of internal and area connector streets with new signalized intersections, wide sidewalks, new bus stops, pedestrian trails, and dedicated new bike lanes within walking distance of the future hydrogen-powered Valley Link commuter train station. Vehicular access would be provided by two intersections along Portola Avenue, two intersections along Isabel Avenue, one intersection along Shea Center Drive, and one intersection at the east end of Gateway Avenue.

The proposed Project will require the following approvals:

1. Subdivision (Vesting Tentative Tract Map), Pursuant to Livermore Development Code Section 10.02, that the Project site will be subdivided to create 27 new lots that include private streets, residential and mixed-use buildings, pocket plazas, and a neighborhood park. In addition, this map will create internal public streets including the extension of Gateway Avenue and creation of Main Street.

2. Site Plan Design Review Pursuant to Development Code Section 9.07, this review allows each planning area to be analyzed for consistency with the Isabel Neighborhood Specific Plan’s development and design standards.

3. Conditional Use Permit Pursuant to Development Code Chapter 9.03, and Specific Plan Table 2-1, a Conditional Use Permit is required to allow multi-family residential uses in the Specific Plan’s Neighborhood Commercial zone, which is being proposed in Planning area S1 with residential units over a grocery store and general retail.

4. Development Agreement Pursuant to Development Code Section 9.04, the Development Agreement addresses the obligations of the developer and the City to facilitate development of the proposed Project and vest development standards and fees for the developer. The Development Agreement includes timing and responsibilities for master Project infrastructure and site improvements, affordable housing, commercial uses, community facilities district, public art, public safety ATTACHMENT 1
893
3 infrastructure, etc. and application of fee credits to the developer. The Development Agreement includes benefits to the City including $1.2 million contribution to the Community Benefit Fund, $800,000 to the Social Opportunity Endowment Fund, $2 million early park fee payment, and designating Livermore as the point of sale for the construction materials sales tax.

5. Specific Plan Amendment Pursuant to Development Code Section 9.08, this amendment is necessary for modifications to the master planning and affordable housing policies. For example, the Project differs from the Specific Plan with regard to the density, land use and the provision of affordable housing.

6. Development Code Amendment Pursuant to Development Code Section 9.14, this amendment is necessary to allow for an alternative means of compliance with the affordable housing ordinance (Development Code Section 10.06.050) for only the core area of Specific Plan covered by this Project.

7. Density Bonus Waiver Requests Pursuant to Development Code Section 6.02.030 and state law, the applicant is requesting use of waivers or reductions of certain development standards (as set forth in the Density Bonus Request Letter, Dated June 28, 2024 as Attachment 10.

8. General Plan Consistency Determination Pursuant to Government Code Section 65402(a), the City must find the proposed abandonment of existing utility, landscape and emergency vehicle access easements consistent with the General Plan.

9. Master Sign Program Amendment Pursuant to Development Code Section 4.06, Master Sign Program #01-029, approved in 2001 for KLA-Tencor 1, will be removed from three of the parcels on the Project site (APNs 903-10-46 through 48). This Master Sign Program covers the adjacent development to the west and will continue to govern future sign applications for that development.

The Project will also include the approval of a Master Plan pursuant to the Specific Plan Master Planning policy, approval of the Alternative Affordable Housing Plan, consistent with the proposed Specific Plan and Development Code Amendments, and a No Net Loss analysis in conformance with California Government Code Section 65863.

PROJECT SITE CONTEXT
The Isabel Crossing site is approximately 45 acres in size and located southwest of Portola Avenue and Isabel Avenue, as seen on the location map in Attachment 3. The site is situated near the Montage residential development to the north, office uses to the west (Lam Research and Fremont Bank), Interstate 580 to the south, and the vacant Bay Area Rapid Transit (BART) owned parcel to the east across Isabel Avenue, as well as the future site of a Shea Homes Aura 164-unit townhome/condominium development.

ATTACHMENT 1
894
4 The Project site is currently undeveloped and gradually slopes down towards Interstate 580 to the south. Isabel Avenue generally extends north-south along the eastern side of the site with a separated sidewalk, curb, and gutter and is not landscaped. Portola Avenue runs generally east west along the northern boundary of the site where it is lined with sidewalk, curb and gutter, and deciduous trees and shrubs.

The following table shows the General Plan and Zoning designations and current land use of the adjacent properties.

General Plan Zoning Current Use
North Isabel Neighborhood
Specific Plan
Village, Open
Space, and
Transition (Subarea
2b)
Approved INSP
residential (Shea 2b)
existing Montage
neighborhood and
open space buffer
South Isabel Neighborhood
Specific Plan
No zoning. Caltrans
Right of Way/
Interstate 580
Interstate 580
East Isabel Neighborhood
Specific Plan
Open Space,
Transition, Core,
Office Core, Ground
Floor Retail/Overlay
Flex Space
(Subarea 3a)
Directly adjacent to
Isabel Avenue and
vacant beyond
West Isabel Neighborhood
Specific Plan
Office Core and
Center (Subarea 3e
and 3d)
Lam Research and
Fremont Bank offices
Project Site Isabel Neighborhood
Specific Plan
Village, Center,
Core, Office Core
(Subarea 3b and 3c)
Vacant

STAFF ANALYSIS
General Plan
Land Use and Policy Consistency
The Project site has a General Plan land use designation of Isabel Neighborhood. The Isabel Neighborhood seeks to create a safe, vibrant, complete neighborhood that includes amenities for residents, workers, and students; ensure new development is compatible with existing development and community character; and support transit ridership and citywide goals for increased transportation options, housing choices, and economic vitality [Livermore General Plan Land Use Element, p. 3-23]. The proposal to develop the Project site with a mixed-use development is consistent with the land use designation and implements the General Plan goals for the Isabel Neighborhood.

ATTACHMENT 1
895
5 For example, the Project would create a new complete and vibrant neighborhood, with a mixed-use main street commercial core served by a range of amenities, including a public park, public plazas, a private community pool, public art, and tree-lined streets.

The Project is also compatible with surrounding development since the building heights step down towards the existing residential and office uses to the west and north and the buildings are designed with several traditional architectural features common in Livermore like brick, deep eave overhangs, and strong roof cornice elements.

The Project also supports transit ridership and mode shift by adding new bus stops and protected bike lanes, and by locating the Project near the future Valley Link commuter train station and existing LAVTA bus lines. Increased housing choices are provided for nearby students and faculty at Las Positas College and other individuals and families through a range of for-sale and for-rent units of differing sizes, including units reserved for individuals and families of very low to moderate incomes. Finally, the Project would increase the area’s economic vitality by adding a mix of commercial and office uses, supporting jobs and a larger tax base.

The Project implements the following General Plan Objectives, based on its compact, mixed-use, walkable, and sustainable form with use of traditional architectural features and materials applied on modern architecture:

Land Use Element
• Objective LU-1.1 Locate new development so as to create a consolidated pattern of urbanization, maximizing the use of existing public services and facilities.
• Objective LU-1.2 Create neighborhoods that include a mix of uses and a range of housing types to meet the needs of all residents. • Objective LU-3.1 Create neighborhoods near transit that include a mix of uses and a range of housing types to meet the needs of all residents.

Community Character Element
• Objective CC-2.1 Maintain and enhance Livermore’s urban design quality and encourage high quality design in all new development and redevelopment.

Economic Development and Fiscal Element
• Objective ED-1.1 Implement policies and actions that will encourage existing businesses to remain and grow in Livermore and attract a range of new businesses to locate in Livermore.

Climate Change Element
ATTACHMENT 1
896
6 • Objective CLI-1.2 Encourage and provide greater support for infill, mixed use, and higher density development in order to reduce Greenhouse Gas (GHG) emissions associated with vehicle travel.
• Objective CLI-1.3: Support measures that encourage alternative modes of transportation and alternative fuels in order to reduce emissions associated with vehicle travel.
• Objective CLI-1.4 Enhance existing water efficiency and conservation measures and adopt new programs that encourage recycled water use and water efficiency in order to reduce energy and GHGs associated with water use.
• Objective CLI-1.6 Expand the number of trees in Livermore in order to provide a larger carbon sink or area containing natural sources that retain more carbon than what those sources emit.

The specific land use mix and densities allowed onsite are governed by the Isabel Neighborhood Specific Plan, as described in the Isabel Neighborhood Specific Plan section of this Report.

Housing Element
Policy Consistency
In March 2023, the City Council adopted the new 2023 – 2031 Housing Element for Livermore, responding to new state housing law requirements. The Housing Element identifies a range of housing policies to further housing production in Livermore, shelter all segments of Livermore’s population, and facilitate affordable housing. The Project implements the following policies:
• Policy 1.2: Facilitate the development of a range of housing types through area planning efforts.
• Policy 2.1: Facilitate the provision of affordable housing, infill development, and mixed-use projects in locations served by existing infrastructure, particularly transit services.
• Policy 3.1: Facilitate the production of affordable housing through regulation of and incentives to new development.

Regional Housing Needs Allocation
California Government Code Section 65584 establishes the Regional Housing Needs Allocation (RHNA) process, which projects each CA region’s housing needs, and through each regional government, assigns each local jurisdiction a quantity of residential units that need to be planned for. The RHNA process includes both an overall quantity of residential units and a quantity of units for each affordability level.

The RHNA process occurs in eight-year cycles. In the current 6th RHNA Cycle (2023- 2031), Livermore was assigned 4,570 total units, of which 2,075 need to be Low Income units (which also includes the Very Low-income units in Livermore).

ATTACHMENT 1
897
7 Housing Element Sites Inventory
California Government Code Section 65583 requires each local jurisdiction to include in their Housing Element a Sites Inventory (Inventory) that accommodates all of the jurisdiction’s required RHNA units. If existing zoning is not sufficient to accommodate the need, then sites must be rezoned. All Inventory sites must include the overall anticipated quantity of residential units and their unit affordability levels. The California Department of Housing and Community Development (Department) is to review and approve each jurisdiction’s sites inventory with the Housing Element. Housing Element review and approval is aligned with each RHNA cycle, so that each jurisdiction’s current Housing Element also covers years 2023-2031. Together with the Government Code, the Department generally requires:

1. Lower Income units to be located within zoning districts that allow for 30 units an acre within the zone’s density range. This means that, although all developments that are subject to Livermore’s inclusionary housing ordinance provide lower-income units, only those units on sites that allow for 30 units an acre within the zone’s density range can be counted on Livermore’s Sites Inventory;

2. Inventory sites to be located on vacant parcels, unless active site redevelopment can be demonstrated; and

3. Only a portion of each Inventory site can be used for the purposes of calculating residential density, to account for realistic development capacity.

Livermore’s Housing Element and Sites Inventory were approved and certified by the Department in 2023. A majority of the 6
th cycle RHNA units were located in the Isabel
Neighborhood Specific Plan (Specific Plan) area given that the Specific Plan allows for the highest densities in Livermore and contained a significant number of vacant parcels. Given the State’s strict density requirements for Lower Income units, a majority of Livermore’s Lower Income RHNA units were also located within the Specific Plan area and the Isabel Crossing Project site. In particular, approximately 1,500 RHNA units were located on the Project site, of which, approximately 1,000 were designated as Lower Income units. An excerpt of the Sites Inventory with the Project site highlighted is shown in Attachment 7.

Housing Element Sites Inventory Lower Income Units – No Net Loss Analysis California Government Code Section 65863 establishes the state’s No Net Loss standards (summary attached as Attachment 6). Generally, the standards require that:

1. Each local jurisdiction’s Housing Element Sites Inventory accommodates all required RHNA units at all times.

2. If the City approves a Project that contains less units than anticipated in the Sites Inventory, or modifies the Zoning to allow for less units than anticipated in ATTACHMENT 1
898
8 the Sites Inventory, then the Sites Inventory must have enough remaining sites/units to accommodate the jurisdiction’s RHNA requirement for all required affordability levels. Or, if there are not enough units in the remaining Sites Inventory to accommodate the RHNA requirements, then the City must increase the amount of residential units permitted (aka “upzoning”) elsewhere in the City to satisfy the RHNA requirement.

Given the high concentration of RHNA Low Income units in the Specific Plan and given that the Specific Plan and Development Code Affordable Housing Inclusionary policies cannot keep pace with the required supply of Low Income RHNA units, staff anticipated No Net Loss reviews would be required in the Specific Plan. Staff further anticipated other sites within the Specific Plan or General Plan Update Focus Areas could accommodate the unmet supply. The table below summarizes the Isabel Crossing Project’s unit counts compared to the Sites Inventory RHNA requirement.

Project Unit Count Compared to the Sites Inventory RHNA Requirement Lower Income Moderate Income Above-Moderate
Income
Housing Element
Sites Inventory
RHNA
Requirement
998 0 471
Proposed Isabel
Crossing Project
178 185 963
Housing Element
Buffer1
208 N/A N/A
Net Difference -612 +185 +462
As described in the Affordable Housing section of this report, the Project exceeds the Specific Plan’s required quantity of affordable units and provides 178 Lower Income Units. Further, as shown in the table above, the Project exceeds the quantity of Moderate and Above-Moderate units assumed in the Housing Element, increasing Livermore’s surplus in these RHNA categories. However, as anticipated, the Project does not provide the 998 Lower Income units assumed in the Housing Element Sites Inventory. The existing Sites Inventory includes a buffer at other sites to accommodate some loss in Lower Income units. However, as shown in the above table, together with the buffer, the Project results in a 612-unit deficit. There are no other sites in the Sites Inventory that can accommodate the deficit. Therefore, pursuant to State No Net Loss standards, another site must be upzoned to accommodate the unmet capacity.

Staff has identified a suitable site within the Specific Plan that can be upzoned and meets all No Net Loss Requirements. If the two vacant parcels to the east across 1 The Housing Element Sites Inventory Buffer is the quantity of units within each income category above the RHNA requirement. The Buffer represents excess capacity on various sites around the City and is typically used to absorb No Net Loss projects.

ATTACHMENT 1
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9 Isabel Avenue (APN 903-10-37-4 and 903-10-36-3), currently owned by BART, were upzoned from the Office Core non-residential designation to the Core residential designation, they could accommodate the Isabel Crossing Project’s entire deficit plus result in a 120-unit Sites Inventory surplus for Lower Income units. For this reason, staff recommends the Planning Commission recommend the City Council amend the Specific Plan to rezone the parcels to the east (identified in Exhibit B to the Specific Plan Amendment resolution) to result in No Net Loss of Sites Inventory Lower Income units.

Staff has prepared the required findings that satisfy all No Net Loss requirements in the Project resolution and the required Specific Plan Amendment findings in the Specific Plan Amendment resolution. Further, as described in the Affordable Housing section of this report, staff proposes a Specific Plan and Development Code Amendment to increase the Lower Income inclusionary requirement (but lower the moderate-income requirement) for for-sale units in the Specific Plan. This would generate more Lower Income units in the Specific Plan in the future and help the Inclusionary Ordinance keep better pace with current RHNA requirements. The required Development Code Amendment findings can be found in Exhibit A to the Development Agreement Ordinance. With the rezoning, Specific Plan Policy, and Development Code Affordable Housing Inclusionary Ordinance modifications, the City would be better positioned to respond to current RHNA cycle needs for providing Lower-Income units.

Isabel Neighborhood Specific Plan
Goals and Policies
The Specific Plan contains a range of land use strategies to advance the plan’s vision and objectives, including the following:
• Allowing for a range of housing types, nonresidential uses, and public open spaces;
• Encouraging a livable and accessible neighborhood with an active street life; • Concentrating development of the highest intensity closest to the Valley Link station to support transit ridership
• Promoting compatibility with existing residential uses; • Advancing housing and economic development goals; and • Establishing a more cohesive identity for the Isabel Neighborhood as the area sees redevelopment and new development
The Project implements the Specific Plan’s walkable, enlivened, and transit-oriented community vision by providing a mix of uses and product types, including duplex, condominium, townhouse, and apartment residential types, ground floor commercial and office, and open space parks and plazas. The uses provide synergy with each other. For example, the residential supports the commercial by creating foot traffic at different times of day and provides more local patrons, while the commercial supports the residential by allowing for daily needs to be met without requiring auto trips and creating nearby ATTACHMENT 1
900
10 amenities, in some cases within the same building. In addition, Main Street will remain active with ground-floor commercial, open plaza areas, outdoor seating, wide sidewalks, and pedestrian crossings. The Project is located within a ½ mile of future Valley Link commuter rail, directly adjacent to existing and proposed bus service and stops, and proposes separated bicycle lanes on all frontages, allowing for a wide range of transit modes and catering to a broad cross section of resident transportation needs. The Project steps down at the peripheries near existing development north and west, promoting compatibility, and proposes a cohesive Art Master Plan to differentiate the area as a unique district.

Finally, the Project improvements will increase the city’s property tax base, the commercial space expands the City’s sales tax base, and the residential units help the City provide for a diverse mix of housing types to meet community needs. The Specific Plan also establishes a variety of Goals and Policies around key planning principles, such as: Land Use, Transportation, Parks, Public Facilities and Infrastructure, Urban Design, Environment, and Financing. The Project meets all the Specific Plan Goals and Policies related to these planning principles, as identified on page 37 of Exhibit C - Architectural Plans.

Use, Density, and Master Planning
Specific Plan Requirements
In order to appropriately manage growth, ensure compatibility of uses, and secure adequate housing supply, the Specific Plan contains individual zoning designations and distinct subareas. Each designation establishes the allowed uses, development standards, and densities, while each subarea establishes the required quantity of residential units.

In order to further promote cohesive and ordered development, the Specific Plan encourages Master Planning, which means subdividing and/or designing an entire subarea or subareas together with one application (see Master Planning Policy, Attachment 8). The intent of the Master Planning Policy is to allow for mixing of permitted densities and uses within a subarea or subareas, as long as all development standards are met and the required quantity of residential units is provided, essentially creating one large mixed-use zone. Master Planning is only available to developers if they meet the required target density of the subarea(s), or the minimum density if they demonstrate significant constraints within a subarea.

The Project site is located within Subareas 3b and 3c, which are the Specific Plan core and to be the densest, most walkable, and mixed-use areas of the Specific Plan. For that reason, the subareas contain a range of designations, including Village, Center, and Core residential designations, and Neighborhood Commercial, Office Core, Open Space, and Ground Floor Retail/ Overlay Flex Space non-residential designations (see Specific Plan Land Use Map, page 3 of Attachment 5). Further, Subareas 3b and 3c require a minimum of 1,236 ATTACHMENT 1
901
11 residential units, a target of 1,477 units, and a maximum of 1,717 units, the highest quantity in the Specific Plan.

Project Conformance
The Project proposes 1,299 residential units, which exceeds the minimum required in Subareas 3b and 3c. As described in the City Obligations Section of the Development Agreement (Exhibit B to the Development Agreement Ordinance), in the course of applying for Building Permits, the Community Development Department Director may authorize up to an approximately five percent reduction in units (representing 63 total units) to allow for flexibility in construction, as is typical for larger development projects. In no case will the Project drop below 1,236 units, ensuring the minimum residential requirement is met. Further, if a reduction in units is to occur, it is required to come from the market-rate units, and not the affordable units, ensuring the Project continues to meet its inclusionary obligations.

The Project will also contain both residential and non-residential designations, as required by Subareas 3b and 3c, proposing a mix of residential densities and product types across the site, open space through parks and plazas, and commercial and office space centered along Main Street, as shown on sheet SP-4 on the Proposed Plans.

Proposed Master Plan
Although the Project contains the required quantity of residential units and the required mix of uses, the Project has elected to Master Plan, as encouraged by the Specific Plan’s Master Planning Policy. This means the individual residential densities and land uses have been averaged and distributed across Subareas 3b and 3c, rather than located as shown on the Specific Plan conceptual land use map. The proposed Master Plan can be found as Exhibit F to the Project resolution. For this reason, the Project land use map is distinct from the Specific Plan’s conceptual land use map (as shown on pages 36 and 37 of Exhibit C to the Project resolution). Key differences include:

1. Residential Densities. Residential densities have been reduced in the northern and western parts of the site and increased in the southern part of the site.

Duplex and townhouse units have been placed in the north and west to promote compatibility with existing surrounding land uses, since these product types are the Project’s shortest, at three stories in height. Further, according to the Housing Density Economic Hardship study prepared by Kosmont, in the Livermore market, the residual land value for lower density for-sale townhomes is substantially higher than higher density for-rent apartments (see Kosmont studies, Attachment 9). The Project is providing a range of community benefits like commercial space, additional open ATTACHMENT 1
902
12 space, and additional affordable housing, which have lower residual land values along with contributions to the Community Benefit Fund and Social Opportunity Endowment Fund. To offset costs of such uses, lower density product types are needed to raise capital, reduce financial risk, and ensure Project solvency.

In order to offset the density reductions of duplex and townhouse units, the Project density has been increased at the southern part of the site. This location is suitable for taller buildings with higher density, given their proximity to the future Valley Link station and distance from existing development. The increased density ensures the Project continues to meet its minimum Specific Plan residential density and Moderate and AboveModerate RHNA obligations. Further, as described in the Affordable Housing section of this report, the higher densities provide an opportunity for a 100% Lower Income affordable Project to be constructed, which provides critical Lower Income units near the amenities of Main Street and the Project’s commercial core.

Overall, the Specific Plan conceptual land use map called for mid-level densities across the entire site, while the Project generally concentrates densities in its core and reduces density at the northern and western periphery. Taken together, the lower- and higher-density product types provide a greater range of housing types and price points for Livermore individuals and families than originally envisioned.

2. Office Uses. The Project’s office uses have been shifted from the southern part of the site to Main Street. In this way, office and commercial uses are more appropriately collocated, promoting synergy and concentrating economic activity in one location, thus creating a vibrant streetscape, similar to Livermore’s Downtown. As described in the Density Bonus section of the report, the Project’s total office square footage has been reduced, pursuant to state law.

3. Main Street Commercial. Compared to the conceptual Specific Plan land use map, the Project’s Main Street commercial corridor has been shifted east by one block. This promotes better commercial and truck access to nearby Major Streets, like Isabel Avenue, aligns the commercial uses more appropriately with denser residential product types to increase foot traffic and eyes on the street and concentrates larger building footprints and commercial activity away from existing nearby uses. As described in the Density Bonus section of the report, the Project’s total commercial square footage has been reduced, pursuant to state law.

4. Open Space. The Specific Plan calls for approximately two acres of open space within the Project site, provided in one large greenspace. The Project ATTACHMENT 1
903
13 provides approximately two acres, but splits the open space up into one 1.5 acre park located near the lower-density residential, and three smaller plazas, adjacent to the mixed-use commercial blocks. In this way, the Project still provides a large green space for individual and family recreation, but better disperses open space around the site, providing for additional outdoor gathering, recreation, and dining areas nearby commercial uses, enhancing their function.

5. Circulation Network. The conceptual internal roadway, sidewalk, and bike lane network has been modified to better align with existing intersections and property lines, and to facilitate the proposed site plan.

As described above, the Specific Plan Master Planning Policy only allows for a Project to be Master Planned if: 1) The Project meets the Subarea(s)’ target density; or 2) The Project demonstrates significant constraints within the Subarea(s), as determined by the Community Development Department Director.

In this case, the 1,299-unit Project exceeds the minimum density, but does not meet the target density of 1,477 units. However, the Developer has submitted the Housing Density Economic Hardship and Commercial and Office Economic Feasibility economic studies from Kosmont, as also referenced above.

The studies note that: 1) there is not currently sufficient demand for the quantity of Project commercial space envisioned by the Specific Plan; and 2) That new office development is financially infeasible given that construction costs are higher than anticipated net operating incomes. Ultimately, taken together, the studies demonstrate that the required non-residential land uses and target density of Subareas 3b and 3c present a significant financial constraint for the Project.

Staff has reviewed the studies and confirms their conclusions and finds there to be a significant financial constraint within Subarea 3b and 3c, allowing for master planning within the Subareas without requiring the target density be met. Further, staff supports the proposed Master Plan layout based on the analysis above. The proposed Master Plan would increase compatibility with surrounding properties, allow for increased affordable housing opportunities, provide a wider range of housing options, create a more vibrant and accessible Main Street, and better distribute open space areas around the site.

In order to satisfy the intent of the Master Planning Policy, the Specific Plan requires a cleanup amendment to allow for distributing land uses across a Subarea or Subareas, in addition to allowing for residential density averaging. The amendment would also clarify which development standards are applicable for density-averaged product types. In this way, the Master Planning Policy would function to provide more flexibility within Subareas, better encourage Subareas to be designed comprehensively, more effectively create mixed use zones within the Specific Plan core, as envisioned by the Specific Plan, and clarify the proper development standards applicable to each product type.

ATTACHMENT 1
904
14 For all these reasons, staff recommends the Planning Commission recommend the City Council: 1) Allow for Master Planning at a residential density below the Specific Plan target density; 2) Approve the proposed Master Plan; and 3) Approve the proposed cleanup amendment to the Specific Plan Master Planning Policy. The Master Plan land use map can be found on page 37 of Exhibit C - Architectural Plans, the required Master Plan findings can be found in the Project Resolution, the proposed Specific Plan amendment language can be found in Exhibit C to the Specific Plan Amendment resolution, and the required Specific Plan Amendment findings in the Specific Plan Amendment resolution.

As described in the Density Bonus section of the report, the Project’s total office and commercial square footage has been reduced, separately from the master planning process and pursuant to state law.

Affordable Housing
Specific Plan Requirements
As in the state and the greater Bay Area region, there is an urgent and significant need for affordable housing in Livermore. In support of the City Council's priority to increase and expand affordable housing opportunities, the Specific Plan contains affordability requirements for all new development. Each new residential project in the Isabel Neighborhood is required to designate 20 percent of the units as affordable, with different affordability level requirements depending on if the unit is for-sale or for-rent. The Project will provide condominium/ townhome units and rental apartments of one, two, and three bedrooms. According to the Housing Density Economic Hardship economic analysis by Kosmont, the average area condominium/ townhome sales price is approximately $900,000, while the average monthly apartment rent is $3,100. Such costs are out of reach of many Livermore residents and employees, particularly those in the service industry, students, or first-time home buyers.

For this reason, it’s critical the Project provide necessary affordable housing. As described in the Development Agreement section of this report, given the critical need, staff negotiated with the Developer to provide more affordable units than required, and deeper levels of affordability than required, including a 100% lowerincome affordable parcel within the Project, to be constructed by an affordable housing developer.

Project Conformance with Specific Plan Affordable Housing Policies The proposed Affordable Plan is shown on the Project Plans on page 43 of Exhibit C to the Project resolution . A comparison of the Project’s provided versus required affordable units, based on the requirements of the Specific Plan, is below:

Provided Versus Required Affordable Units
ATTACHMENT 1
905
15 Lower Income
(% of total)
Median Income
(% of total)
Moderate
Income
(% of total)
Total
(% of total
units)
Required 62 (4.7%) 60 (4.6%) 137 (10.5%) 259 (20%)
Proposed 178 (13.7%) 83 (6.3%) 102 (7.8%) 363 (28%)
Net
Difference
+116 (+9%) +23 (+1.7%) -35 (-2.7%) +104 (+8%)
As shown in the table above, the Project vastly exceeds the established affordable requirements, providing 104 total extra affordable units, which equates to an overall Project affordability of 28%. Further, the Project provides 116 more lower income units than required, with a small reduction in moderate income units.

Lower Income units are the most highly subsidized and most difficult units to secure. Like many other Bay Area cities, Livermore struggles to meet the Lower Income RHNA requirements. Over the course of the 6th RHNA cycle (the next seven years), Livermore has to plan for approximately 2,100 Lower Income RHNA units, and this Project will help the City towards meeting this requirement.

For reference, the 2024 City Council adopted income limits for a family of four to qualify for for-sale housing at Low, Median, and Moderate incomes. The income limits are $112,150 for Low-Incomes, $147,900 for Median Incomes, and $177,500 for Moderate Incomes. According to the US Census Bureau, the most recent data (2018-2022, in 2022 dollars) shows that median household income in Alameda County is $122,488 and the median household income in Livermore is $152,590.

Proposed Alternative Means of Compliance to Meet Affordable Housing Requirements
In addition to the affordable quantity and depth requirements in the Specific Plan, Livermore’s Inclusionary Ordinance in Development Code Section 10.06.050 generally requires all affordable units to be equivalent to market-rate units. That is, affordable units need to have similar sizes, bedroom counts, and amenities.

Further, affordable units need to be dispersed around the site [Livermore Development Code 10.06.050 (D)(7)(8)(9)]. The Inclusionary Ordinance does allow the City Council to authorize an Alternative Means of Compliance to these requirements if the alternatives are economically equivalent [Livermore Development Code 10.06.050 (E). Alternatives include: Accessory Dwelling Units (ADUs), Offsite Construction, In-Lieu Fees, and Dedication of Land.

Although the Project exceeds the required affordable quantity and depth of affordability requirements in the Specific Plan, all the affordable units are concentrated in the mixed-use commercial blocks and the higher-density residential product types, with no affordable units located in most duplex/ townhome Planning Areas, as shown on the proposed affordable plan (page 43 of Exhibit C - Architectural Plans). Further, the Development Agreement allows for the affordable units in Planning Areas S1, C2-A, and S4 to match the smallest market-rate unit
ATTACHMENT 1
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16 sizes, but the affordable units must contain the same number of bedrooms as the market-rate units. For these reasons, the Project does not meet the Inclusionary Ordinance’s comparability requirements and is seeking an Alternative Means of Compliance.

The Project proposes to designate 28% of the residential units as affordable, including 13.7% as Lower Income, in exchange for concentrating the units primarily into the mixed-use commercial and high-density residential blocks. As required by the Inclusionary Ordinance, if pursuing an Alternative Means of Compliance, the Project must demonstrate that the alternative is economically equivalent to the required affordable housing requirements in the Ordinance [Livermore Development Code 10.06.050 (E). The Developer has submitted the Affordable Housing Economic Equivalency Analysis, by Kosmont. The analysis finds that the proposed affordable plan, with 104 extra affordable units and close to triple the required number of Low-Income units, represents an increased Developer investment of approximately $15 million over their costs if they met the requirements of the Inclusionary Ordinance.

Therefore, the proposed Affordable Plan exceeds the economic value of the Specific Plan’s affordable requirements, satisfying the equivalence requirements of the Inclusionary Ordinance. Staff has reviewed the study and confirmed its conclusions that the proposed Affordable Plan is economically equivalent to the requirements of the Specific Plan and Inclusionary Ordinance.

Further, staff supports the proposed Affordable Plan based on the analysis above.

The proposed Affordable Plan will provide for a higher quantity of overall affordable units than required, even exceeding the Specific Plan’s goal of 25% affordability for the entire INSP area. In addition, the Affordable Plan will provide nearly triple the required quantity of Lower Income units, help the City towards satisfying the 6th Cycle RHNA Lower Income requirements, and provide for more units affordable to individuals and families in the service sector, students, and other underserved communities.

However, the proposed Affordable Plan is not one of the alternatives listed in the Inclusionary Ordinance. In order to allow for concentrating affordable units in exchange for increasing the quantity and depth of affordability, the Specific Plan and Inclusionary Ordinance require an amendment. The proposed amendment would create a new Alternative Affordable Plan process unique to the Specific Plan core area (Subareas 3a, 3b, and 3c). The amendment would allow for the City Council to consider any affordable alternative in these areas as long as the alternative is economically equivalent to the requirements of the Inclusionary Ordinance. In this way, a Developer is still responsible for their required share of affordable housing, but the City Council is allowed more flexibility and creativity in implementing the Inclusionary Ordinance and providing needed affordable housing in an evolving economy and changing regulatory environment.

ATTACHMENT 1
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17 Further, as described in the Housing Element section of this report, Livermore’s existing Inclusionary Ordinance cannot keep pace with the high quantity of Lower Income units required in the 6th RHNA cycle. Although this project is providing a high quantity of Lower Income units, previous for-sale Specific Plan projects have not provided any, as allowed by the existing Specific Plan and Inclusionary Ordinance (The current INSP requires for-sale projects to provide a minimum of 5% median and 15% moderate income units of their total units, and no Lower Income units).

Therefore, staff recommends amendments to both documents, requiring future forsale products in the Isabel Neighborhood to provide a minimum of 7.5% Lower Income units and 7.5% Moderate Income Units, as is currently required in all other locations citywide, except Downtown. This will ensure all future Specific Plan projects will provide Lower Income units, helping the City better satisfy the 6 th
Cycle RHNA Lower Income requirements.

For all these reasons, staff recommends the Planning Commission recommend the City Council: 1) Find that the proposed Alternative Affordable Plan is economically equivalent to the Specific Plan affordable requirement; 2) Approve the proposed Alternative Affordable Plan; and 3) Amend the Specific Plan and Development Code Inclusionary Ordinance to allow for an Alternative Affordable Plan and to amend the for-sale affordable requirements. The Alternative Affordable Plan map can be found on page 43 of Exhibit C - Architectural Plans, the required Alternative Affordable Plan findings can be found in the Project Resolution, the proposed Specific Plan amendment language in Exhibit C to the Specific Plan Amendment resolution, the required Specific Plan Amendment findings in the Specific Plan Amendment Resolution, the proposed Development Code Amendment language in Exhibit B to the Development Code Ordinance, and the proposed Development Code amendment findings in the Development Code Ordinance.

Livermore Airport Land Use Compatibility Plan
The Livermore Municipal Airport is located approximately three quarters of a mile southwest of the Project site. In order to protect the airport’s operations and to ensure safety and compatibility of surrounding uses, the County established the Livermore Airport Land Use Compatibility Plan (Compatibility Plan), which is also incorporated into the City’s General Plan. The Compatibility Plan applies to all properties within the Airport Influence Area, which generally extends from Santa Rita Road to North Livermore Avenue, and from Stanley Boulevard to north of the City Boundary.

A majority of the Isabel Neighborhood is located within the Influence Area, including the Project site. During its adoption, the Specific Plan was found to be consistent with the Compatibility Plan with respect to building heights, uses, and noise levels. As stated in Chapter 6.1 of the Specific Plan, the areas planned for new residential development are outside of the airport’s noise contours. These areas would experience airport-generated noise levels of less than 65 decibels (dB) Community Noise Equivalent Level (CNEL).

ATTACHMENT 1
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18 The dominant sources of ambient noise would include the freeway, local street traffic, the Valley Link operations, and other activities related to the new neighborhood. Sound attenuation measures that will likely be required to reduce interior noise levels within new residences will also help reduce single-event noise from aircraft overflights. The Specific Plan Policies address noise and other environmental impacts that the Developer must comply with Specific Plan Goals and Policies.

Given that the Project is within the allowed density and use of the Specific Plan, it is also consistent with the Compatibility Plan, with the exception of the INSP height requirements based the Scenic Corridor Policy, as stated in the Specific Plan and the General Plan.

Although some of the proposed buildings will exceed the INSP Scenic Corridor height limits, the exceeded amount is still consistent with the Airport Land Use Compatibility Plan (ALUCP). Comments from the Alameda County Planning Department regarding the Project’s impacts on airport operations, and conversely, the airport’s impacts on the Project are summarized below:
• The Isabel Project is located outside the Noise Compatibility Zones, so noise is not a concern.
• The development is located in Safety Zone 6, the Traffic Pattern Zone. All uses described for the Project – townhomes, mid-density apartments, parks, small and medium outdoor assembly areas (the closest use for the described plazas), offices, restaurants, retail and other commercial uses – are permitted uses. In Zone 6, there are no maximum non-residential intensities or minimum open land requirements.
• The heights described are below the FAR 77 Surface height for the area (547 feet MSL)
• ALUCP Policy 3.3.4.6 requires the purchasers of renters newly subdivided lands and condominium conversions within the Airport Influence Area be informed that their property is near the airport. This would apply to the Isabel Project, though it appears that the Isabel Neighborhood Specific Plan calls for an even more regular notification cycle in policy P-ENV-1.

The Compatibility Plan and Specific Plan require the provision of avigation easements and buyer awareness measures for properties within the Influence area [Specific Plan P-ENV-1]. The Engineering Conditions of Approval (Exhibit G to the Project resolution) include the avigation easement requirements. To ensure airport operations remain protected and property owners remain informed about potential noise impacts, staff has included the following Condition:

Prior to occupancy of the first building, applicant shall record the deed notification as provided in the Livermore Executive Airport - Airport Land Use Compatibility Plan, Chapter 3.3.4.6, on all properties in the Project site for which this discretionary development permit is issued, as follows:

NOTICE OF AIRPORT IN VICINITY
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19 This property is presently located in the vicinity of an airport, within what is known as an airport influence area. For that reason, the property may be subject to some of the annoyances or inconveniences associated with proximity to airport operations (for example: noise, vibration, or odors). Individual sensitivities to those annoyances can vary from person to person. You may wish to consider what airport annoyances, if any, are associated with the property before you complete your purchase and determine whether they are acceptable to you.

Further, the Project is conditioned to require Federal Aviation Administration (FAA) review of each Planning Area, ensuring crane operations during construction and the buildings’ overall heights at buildout will not impede aircraft maneuvers or airport operations.

Given that the Project will provide avigation easements, all future residents will be notified of nearby airport operations, the Project is required t undergo FAA review, and that all proposed uses are Permitted in Zone 6, the Project fully complies with the Livermore Airport Land Use Compatibility Plan, required Municipal Airport standards, and airport operations will remain unaffected.

Development Agreement
Background
Government Code Section 65864 (implemented by Livermore Development Code Chapter 9.04) allows local jurisdictions and private parties to enter into Development Agreements in order to vest certain development rights and to meet local public purposes. Generally, Nexus is not required for such public purposes, in that, if agreed to by both parties, cities and counties can negotiate for infrastructure, financial contributions, or other community benefits above and beyond those required in local development ordinances. Further, developers can negotiate for certain vested rights, financing tools, and other surety, as long as the Project is consistent with local development ordinances. Development Agreements are commonly used across the state to improve development certainty, encourage local investment, strengthen the public planning process, and provide for more local public facilities.

On May 9, 2022, the City Council directed staff to begin Development Agreement (Agreement) negotiations with the Project Developer. For approximately the last two years, staff has been engaged in such negotiations. The Agreement forms the core of the proposed Project, and informs the design review, land subdivision, environmental review, and Specific Plan amendment portions of the Project, as described in this report. The negotiations consisted of a range of mutual concessions and compromises, incorporating City Council priorities, General Plan goals and policies, Strategic Plan pillars, and Developer financial and timing considerations. Staff and the Developer support the Agreement and present the final proposal to the Planning Commission for review. The City Council is the final deciding body for Agreement approval, the details of which are described below.

ATTACHMENT 1
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20 Description
The proposed 20-year Development Agreement generally trades vested rights and developer financing tools for a range of community benefits. Each community benefit is over and above the City’s typical development requirements and would not have been secured without the Agreement. The required Development Agreement findings can be found in Exhibit A to the Development Agreement Ordinance. Each community and developer benefit category is included in the table below, and further described in subsequent sections.

City/Community Benefits Developer Benefits
Alternative Transportation Infrastructure Vested Rights Commercial Uses Community Facilities District
Affordable Housing Fee Reimbursements and Credits
Architecture and Design
Public Art
Financial Contributions
Public Safety Infrastructure
Construction Sales Tax
Economic and Fiscal Benefits
City/Community Benefits – Alternative Transportation Infrastructure In addition to the Project’s required frontage improvements, as described in the Subdivision section of this report, City staff was able to secure approximately one mile of additional bike lanes, a fully protected bike intersection, two additional bus stops, a 1,500-foot-long median with trees, and two protected pedestrian intersections, in support of Specific Plan goals to create a walkable, bikeable, transit-oriented development.

The bike lanes would fill critical bike system gaps along North Canyons Parkway, Portola Avenue, Gateway Avenue, and Shea Center Drive, and would consist of Class II (standard striped lane), III (sharrow), and IV (fully separated from auto traffic) bike lanes. Together with the Project and previously approved Specific Plan projects, the extra bike lanes will create a continuous separated, Class IV bike lane in both east and westbound directions along Portola Avenue/ North Canyons Parkway from Tranquility Circle to Collier Canyon Road. In addition, the westbound separated bike lane will nearly extend to Independence Drive. This would allow cyclists from the Project or the previously approved Specific Plan projects to travel from their homes to Cayetano Park, the new commercial mainstreet of the Project, or the surrounding business park separated and more protected from auto traffic.

Through the Agreement, the City would also secure its first four-way protected bike intersection at Portola Avenue and Isabel Avenue, ensuring cyclist safety in all directions and from the Project site to Las Positas College. Further, the two extra bus stops would be located on the northbound leg of Isabel Avenue south of ATTACHMENT 1
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21 Portola, and on the westbound leg of Portola Avenue, near the Cayetano Park entrance. The two extra stops would ensure future bus service in all directions near the Project site. Further, the Portola bus stop would replace the existing, temporary, stop at the corner of Campus Hill Drive and Portola Avenue, ensuring a safer and more convenient ingress/ egress for passengers. All stops would be the new City design, where the adjacent bike lane dives behind a bus island, reducing conflicts between transit modes and maintaining an elevated pad for bus passengers.

Finally, the Agreement secures an approximately 1,500 foot long new landscaped and center median with trees and two new protected pedestrian intersections along Isabel Avenue. The new median and intersections will help reduce traffic speeds, increase pedestrian comfort, and better connect the Project to the future Valley Link commuter rail station.

Per the Agreement, all transportation improvements are required to be constructed within 48 months from Improvement Plan approval. The Livermore Amador Valley Transit Authority (LAVTA) has reviewed and approves of all bus stops and indicated the extra stops would facilitate future service at Specific Plan buildout. A map showing the general locations of the additional transportation infrastructure can be found in Attachment 4.

City/Community Benefits – Commercial Uses
During the Specific Plan’s comprehensive public outreach program, the community expressed a strong need for a non-membership grocery store and commercial opportunities north of Interstate 580. For that reason, the Specific Plan included zoning designations that allowed for commercial and grocer uses. Such uses are also critical towards creating a complete neighborhood and reducing vehicle miles traveled, by providing commercial and residential uses in close proximity.

However, the current commercial market is challenging, threatening the viability of the commercial uses.

According to the Commercial and Office Economic Feasibility study prepared by Kosmont, Livermore has recently seen negative absorption of commercial space, meaning more vacant commercial spaces over time. Further, the study notes that Livermore’s taxable retail sales have grown less than one percent during the past five years, indicating stagnant overall commercial growth. The study also analyzed the potential retail demand within the Isabel Neighborhood and found that, at full buildout, and assuming today’s level of demand, only about 75,000 square feet of commercial space could be supported by the local population in the area. This is less than the Specific Plan’s target of 106,000 square feet. For all these reasons, the Specific Plan’s required commercial uses may be difficult construct and tenant in today’s market and in the near future even when new residents start moving in.

Ordinarily, once a zoning district or Specific Plan is approved, the City has few planning tools to ensure commercial uses are actually constructed. The market ATTACHMENT 1
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22 primarily determines when, and how much, of a permitted use may be constructed at a given time. However, staff was able to secure incentives and requirements as part of the Development Agreement to encourage and facilitate commercial development within the Project, deliver a complete neighborhood, and ensure the City maintains commercial and grocer uses in the Specific Plan area.

The two incentives offered to the developer in the Development Agreement are as follows: 1) Fee reimbursements of approximately $9.5 million for delivery of the mixed-use buildings (discussed in the Fee Credit and Reimbursement section of this report); and 2) Dedicating $600,000 of the Developer’s Community Benefit Fund contribution (discussed in the Financial Contributions section of this report) towards tenanting the commercial spaces. In this way, the City is providing a large financial incentive for the Developer to construct the commercial tenant spaces of the Project, and providing financial assistance in securing tenants for such commercial spaces.

The three requirements of the Developer in the Agreement are as follows: 1) Temporary Commercial Activation; 2) Delivery of commercial grocer tenant; and 3) Tying residential and commercial blocks together. As further described in the Agreement, the Developer is required to fund, manage and activate the neighborhood early in the development process. The temporary activation may include a range of activities, like food trucks, farmers markets, outdoor movies, etc., and the activation is required to remain until all three Commercial Blocks receive a Building Permit. In this way, the temporary activation primes the site for future commercial uses by driving activity and interest towards the Project early in the development process.

Further, given the community desire for a non-membership grocer, the Agreement requires the Developer to secure a permanent commercial grocer or food hall tenant in the S1 Planning Area within 24 months of Certificate of Occupancy of the Building. If infeasible, another food-based business may tenant the space, but a portion of the floor area must be dedicated to selling fresh foods. Finally, each Commercial Block must obtain a Building Permit prior to adjacent residential obtaining its first building permit. Given that residential uses are more lucrative in this market, this further incentivizes commercial development, in that the Developer cannot build the adjacent high-value residential uses until the lowervalue commercial receives its Building Permit.

City/Community Benefits– Affordable Housing
As described in the Affordable Housing section of this report, through the Development Agreement, staff negotiated for a substantial increase in affordable units beyond that required by the Specific Plan. The Project provides 28 percent overall affordability, with 13.7 percent Lower Income units. The Specific Plan ATTACHMENT 1
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23 requires 20 percent and 4.7 percent, respectively. Therefore, the Project provides more affordable units and deeper levels of affordability than normally required.

In addition, the Agreement ensures delivery of Lower Income units by requiring the Developer to work with an affordable developer to develop a 100 percent affordable product in Planning Area S3-A. The Developer is also required to post an $11.4 million Low Income Housing bond/ cash payment as surety. If the 100 percent affordable project does not close escrow on state Low Income Housing Tax Credit financing within six years of the effective date of the Agreement, then the City may call the bond, take ownership of the land at no cost to the City, and construct the affordable project itself. In this way, the Agreement ensures delivery of a majority of the Project’s Lower Income units, either the affordable developer or the City with an affordable developer partner will develop the site, consistent with the Project approvals. The affordable units within each Commercial Block are required to be constructed concurrently with the market rate residential and commercial components of each block, and prior to adjacent market-rate residential Planning Areas.

City/Community Benefits – Architecture and Design
Pursuant to state Senate Bill 330, the Housing Crisis Act of 2019, local jurisdictions are required to use only objective design standards in design review applications. Livermore currently maintains a mix of objective and subjective standards, and staff is currently in the process of drafting new objective design standards. In the meantime, Livermore’s subjective design standards cannot be used as a basis for Project denial, and thus, carry less legal authority. Therefore, the Housing Accountability Act has substantially changed the design review process, ensuring only quantified standards may be utilized.

However, Development Agreements afford more flexibility, in that they are contractual. If both parties agree to certain Project designs during the course of negotiations, objective or not, then the designs are required as part of the Project approvals. In this case, staff and the Developer toured the Downtown and other key projects throughout the City to demonstrate the architectural heritage and high quality of design in Livermore. In response to staff input, and as described in the Site Plan Design Review section of this report, the Developer has provided a contemporary and traditional hybrid design. The design incorporates many subjective elements of Livermore’s heritage, like brick facades, deep eave overhangs, first floor gallery space, and numerous other details like brick courses, material changes, and more traditional window designs. Given new state laws and in the absence of comprehensive objective design standards, such features are more achievable through an Agreement or a willing developer.

City/Community Benefit – Public Art
The City’s Art in Public Places program requires each Project to contribute an amount no less than 1/3 of one percent of total construction costs to the City’s Art ATTACHMENT 1
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24 Program. The contribution can be made through physical on-site art pieces, or through an in-lieu fee. In-lieu fees are then used for public art pieces around the City.

In this case, to satisfy Specific Plan goals of creating a unique new district, and to ensure the Project site maintains a cohesive art aesthetic, staff negotiated with the Developer to work with an art consultant to design a comprehensive Art Master Plan for the Project. The City will then deposit all art fees collected from the Project into a special fund, to be used to implement the Art Master Plan. The Commission for the Arts will approve the Art Master Plan subsequent to Project approval. As described in Exhibit P of the Agreement, the Art Master Plan may include physical art pieces, cultural programming, or dedicated art gallery space in one of the Commercial buildings. Staff anticipates an art fee contribution of approximately one-to-two million dollars in today’s market, providing ample funds for distinct art pieces and programming.

This unique approach ensures all Project art fees will be spent inside the Project, including a requirement that some of the funds be utilized to create larger and more iconic art pieces at key Project entries. and ensures the art pieces will be part of a cohesive design aesthetic that signifies the boundaries of a new mixeduse neighborhood. Conceptual locations for the large art are shown on sheet L1-4 of the Landscape Plans (Exhibit D to the Project resolution).

City/Community Benefits – Financial Contributions
Livermore maintains a range of funds to support various uses and programs within the City. The Social Opportunity Endowment Fund was established to provide a long-term, stable funding source for delivering human services to low-income City residents. The Community Benefit Fund was established to fund infrastructure or other special capital projects required by the City. The Park Fund was established to hold Park Fees generated from each development project, to be used to construct park facilities in the City. Currently, payment into the Social Opportunity Endowment Fund and the Community Benefit Fund is not required. Furthermore, normal Development Impact Fees will still be collected at time of Building Permit Issuance for the Project.

As part of Agreement negotiations, the Developer has agreed to pay $800,000 into the Social Opportunity Endowment Fund, and $1.2 million into the Community Benefit Fund. These contributions are to be paid in three distinct development phases: Final Map, Certificate of Occupancy, and Tract Acceptance. Therefore, the Developer will pay $2 million worth of extra fees for the Project.

In addition, given the City’s current Capital Improvement Plan and need for park funds, the Developer has also agreed to pay $2 million worth of required park fees earlier than normal, at formation of the Community Facilities District instead of Building Permit. In this way, the required park funds will be deposited to the City sooner in time. Staff expects the funds to become available in one-to-two years, ATTACHMENT 1
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25 instead of three-to-four, helping to fund current park needs in the Capital Improvement Program.

City/Community Benefits – Public Safety Infrastructure
The City maintains a Security Ordinance that establishes a minimum set of standards to increase residential and commercial building resistance to unlawful entry. It requires certain design features for windows doors, alarms, and other security equipment. However, recently, the Livermore Police Department completed its Real Time Awareness Center and has begun to request a more comprehensive set of security technology be installed with new development.

Although not required as part of the Security Ordinance, as part of the Development Agreement, the Developer has agreed to install a series of closedcircuit television cameras and vehicle license plate reader cameras along the periphery and within the Project site. The cameras will be connected via fiber optic lines to the Real Time Awareness Center and will help increase the Police Department’s situational awareness and keep residents safe. Further, the Project will provide alternative access points of entry on each commercial building for police and fire crews, helping public safety teams respond during a crisis. The Developer will also explore other features like motion-detecting light sources and each commercial block will be required to submit a comprehensive security plan.

Taken together, these public safety features will help keep Livermore residents safe and provide new tools for the City’s public safety teams. The Livermore Police Department has reviewed and approves of the additional law enforcement features. A map of the camera equipment can be found in Exhibit R of the Agreement.

City/Community Benefits – Construction Sales Tax
The Livermore Development Code contains no construction sales tax requirements. However, as allowed by state law, staff has negotiated with the Developer to designate Livermore as the point of sale for all construction materials of $5 million or more used for the Project. In this way, irrespective of where the materials were manufactured, Livermore will receive the whole sales tax benefit, instead of the sales tax being distributed through the County pool. Given the size of the Project, this provision could provide millions of dollars in extra sales tax revenue to Livermore during construction.

City/ Community Benefits – Economic and Fiscal Benefits According to the Fiscal / Economic Analysis report prepared by Kosmont, in addition to the Construction Sales Tax described above, the Project will provide an estimated $1 million in net new annual tax revenue at full buildout, accounting for Project utility and service needs. Further, the Project would provide over 3,700 construction jobs onsite during the construction period, and an estimated $615 million in total ATTACHMENT 1
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26 economic output during construction (representing new labor income and goods and services produced within Livermore). During operations at full buildout, the Project would generate $43 million in new local retail spending, provide 200 new jobs, with an estimated $70 million total annual economic output (representing new jobs, new spending, and new wages). The Project represents an approximately $600 million initial investment into the City of Livermore.

Developer Benefits – Vested Rights
As allowed by the state Government Code, the Development Agreement vests, or locks in place, all Project approvals for the 20-year duration of the Agreement.

Therefore, the Developer maintains the right to develop and use the Project site in accordance with the approved plans. In addition, the applicable fees are vested, subject to annual increases. Therefore, the Project will not be subject to any new fee over the 20-year life of the Agreement. The vesting provides certainty for the Developer in financing, sale, and construction of the Project.

Developer Benefit – Community Facilities District
State Government Code Section 53311 - 53368.3 (the Mello-Roos Act) permits local jurisdictions to enact localized special tax districts that sell bonds and levy taxes in order to fund new public infrastructure, called Community Facilities Districts, or CFDs. Normally, this occurs by: 1) The City establishing the tax district; 2) A developer or the City funding and installing public infrastructure upfront; 3) Bonds being sold to and purchased by private investors; 4) The bond proceeds reimbursing a developer or the City for infrastructure costs; 5) The residents within the tax district paying an additional special tax on their property; and 6) Private investor being paid back principal and interest by special taxes.

Essentially, residents of a particular neighborhood indirectly finance public infrastructure through increased taxes. In this way, residents of the neighborhood are financing the infrastructure that they use and that supports their neighborhood.

Typically, such infrastructure includes streets, sidewalks, and utility lines like water, sewer, and stormwater. This law is a powerful financing tool that is commonly used across California to help pay for new infrastructure and offset tax limitations established by Proposition 13. The City Council has previously authorized infrastructure CFDs in other areas of Livermore, like at The San Fransisco Premium Outlets.

The Developer proposes a new CFD be established for the Project site to cover the Project’s horizontal public infrastructure (streets, sidewalks, utilities, etc).

Exhibit S of the Agreement contains a map showing all eligible infrastructure. City staff is supportive of forming a CFD in order to secure necessary Project infrastructure and as part of the overall Agreement negotiations. Further, staff have negotiated with the Developer to ensure the Project’s total tax obligation will not be a substantial burden on future residents.

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27 Proposition 13 sets a maximum base tax rate of one percent of the total assessed home value at sale. Typically, a two percent all-in tax rate, inclusive of all additional assessments, is the maximum acceptable rate for residential development and the highest that the market generally will bear. For this reason, the Agreement includes a requirement that the total property tax for each residential unit within the Project cannot exceed 1.86 percent of the total assessed home value at sale. This includes the Ad Valorem (regular base rate) property tax, any additional assessments (e.g. Mosquito Abatement, Landscape Maintenance, etc.), and the proposed infrastructure CFD. In this way, the Developer will be reimbursed over time for Project infrastructure, but the overall tax rate will not unduly burden new residents.

The Agreement also includes a range of other requirements that dictate timing and processing requirements, identify all eligible facilities, and ensure the City may utilize all sound municipal finance practices when forming and assessing the new district. The CFD term is not to exceed 35 years.

For all these reasons, staff recommends the Planning Commission recommend the City Council approve the Agreement with the negotiated CFD provisions. If the City Council approves this Agreement, it establishes the parameters for CFD formation. However, the Council would need to hold a range of subsequent public hearings in order to form the CFD, as required by the Mello Roos Act. The Agreement requires the CFD to be formed prior to Final Map approval, which staff expects to be within the next 1-2 years, if the Project is approved. City staff and legal counsel have reviewed and approved of the proposed CFD language Exhibit J of the Agreement includes the proposed CFD requirements.

Developer Benefit– Fee Credit and Reimbursement
CA Government Code Sections 66000 and 66410, which incorporate a range of laws like The Mitigation Fee Act and The Subdivision Map Act, allow local jurisdictions to levy impact fees, exactions, and in lieu fees on development projects to offset impacts to the community and ensure consistency with the General Plan. In conformance with these laws, Livermore imposes a variety of fees on Development projects, including for sewer, water, stormdrain, parks, auto traffic, and other impacts. Other local agencies like Zone 7 and the Livermore Valley Joint Unified School District impose their own impact fees as well. The Project will generate approximately $105 million in total impact and in lieu fees.

Livermore Municipal Code Chapters 3.27, 12.30, and 12.60 authorize the City to collect Transferable Development Credit (TDC) Fees, Traffic Impact Fees (TIF), and Park Facilities Fees. These fees are for open space acquisition, transportation improvements, and park facility improvements. Each of the fees also contain a methodology for calculating the total fee amount or a process for credit or reimbursement. Generally, the City may allow for fee credits or reimbursements for any improvements that serve the broader public, are not required as part of the Project, and are consistent with the General Plan.

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28 As required by the Specific Plan and as negotiated for in the Development Agreement, the Project proposes onsite public park facilities with amenities such as children’s play area, turf play areas, seating opportunities, shade trees and a meandering path, public plazas, and numerous offsite transportation improvements, including bike lanes and bus stops, as described in the Alternative Transportation Infrastructure section of this report. Landscape Sheets L2.1 - L2-5 show the locations of each of these facilities. Given that the improvements serve the broader public and are consistent with the General Plan and Specific Plan, staff has determined these improvements are eligible for fee credits. In total, the improvements are valued at approximately $8.2 million, and reduce the Project’s fee load by the same amount. In this way, the City is incentivizing the construction of critical community-serving infrastructure called for in the Specific Plan and General Plan that may not have otherwise been constructed, and crediting the Developer for on- and- off-site improvements as part of the broader Agreement negotiations.

City staff has also allowed for fee reimbursements as part of the Agreement negotiations, given the Project’s urban form. Similar to the Downtown, the increased densities and mixed-use nature of the commercial blocks place goods and services near residences and reduce sprawl. Further, the Project site is centered around existing bus service and future commuter rail service (Valley Link), ensuring non-automotive forms of transportation and compact development.

For these reasons, the Project reduces vehicle miles traveled, reducing its impact on the City street network and warranting a TIF reimbursement. Further, Main Street would serve the broader public, given its enhanced streetscape improvements and the citywide draw of the commercial tenant spaces. The Project also provides a denser living environment within the City’s Urban Growth Boundary, preserving open space areas outside the City and limiting growth pressures, warranting a lower TDC fee.

The fee reimbursements would come from the TIF and the TDC funds, and would only be made available if the commercial mixed-use buildings are built, since the commercial blocks achieve the reduced impacts and citywide attraction described above. Therefore, as required by ordinance, the reimbursements would be tied to a performance measure. Overall, the total reimbursement value is $9.5 million. In this way, the City is incentivizing the commercial blocks, which, as described in the Commercial Uses section of this report, are more challenging to construct in the current market environment, are a critical component of the Specific Plan, and are highly desired by the nearby neighborhood and will directly benefit the future residents.

Taken together, the total of all proposed fee credits and reimbursements is approximately $17,700,000, or about 20 percent of the total required Project fees.

The total net fees payable after accounting for all proposed credits and reimbursements is approximately $87,300,000. The proposed fee language can be ATTACHMENT 1
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29 found the Agreement. The City Engineer and Office of Innovation and Economic Development have reviewed and approved of the proposed fee language. As is standard practice, the full fee calculations will be conducted at Building Permit issuance, if the Project is approved, and fees will be paid over time as each tranche of Building Permits is submitted.

State Density Bonus Law
Background
The State of California encourages the production of affordable housing through its Density Bonus statute [California Government Code Section 65915-65918]. The state Density Bonus provisions are also reflected in Development Code section 6.02.030.

These provisions allow projects that contain a certain percentage of affordable units to qualify for:

1. Density Bonus;

2. Waivers of development standards; and

3. Developer incentives/ concessions
The Density Bonus allows projects to exceed the maximum residential density on a particular parcel. Per Density Bonus law, the Developer may use Waivers to disregard any development standard that precludes the allowed density. An unlimited number of Waivers may be granted. The Developer may also use Incentives/Concessions to disregard a certain number of development standards if removing the standard would result in quantifiable cost reduction. The more affordable the project, the more Incentives/ Concession shall be granted, up to a maximum of five.

Each Density Bonus request shall be granted ministerially, in that the City cannot exercise discretion or judgement. Further, the Developer need not provide evidence as to why the Density Bonus shall be granted, state law automatically grants the request, unless the City makes certain written findings to deny the request. The findings are generally centered around life/ safety or environmental impacts. It is unlawful for the City to unduly deny a Density Bonus request, and the City would be open to lawsuit or other state corrective action. The City can review the request to ensure that the Developer is applying the Density Bonus law correctly.

The Developer is not proposing an actual Density Bonus request above the residential density that is allowed, but is proposing a series of Waivers and one Incentive/Concession, which is still allowed.

Waivers
As shown in the Site Plan Design Review section of this report, the Developer is seeking waivers for the different Planning Areas. The full list of Waivers can be found in the Developer’s Density Bonus letter request (Attachment 10). Generally, the Waivers fall into the following Specific Plan development standard categories: Porch Separation, Private
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30 Open Space Dimension, Front Setback, Commercial Ceiling Height, Building Height, and Commercial Floor Area Ratio (FAR). The Developer has indicated such Waivers are necessary since these Specific Plan standards physically preclude the Project as designed and, if followed, would cause the Project to lose density.

Most of the requested Waivers would not have a substantial impact on the Project compatibility, form, or function. For example, two porches within the townhome/ duplex product types would be approximately five to seven feet closer than allowed; other townhome/ duplex units meet the required private open space quantities, but the open space dimensions would be approximately one foot less than required; and certain ground-floor tenant spaces would have an average ceiling height of 14 feet, instead of the 16-foot requirement.

The Developer is seeking two more substantial Waivers though, including a reduction in commercial/retail Floor Area Ratio (FAR) and an increase in overall building height. FAR essentially limits the size of the commercial/retail space. As described in the Commercial Uses section of this report, the Commercial and Office Economic Feasibility study prepared by Kosmont demonstrates that Livermore’s commercial retail market is largely stagnant, and that today’s market calls for less commercial retail tenant space than the Specific Plan requires. Given that commercial space construction is challenging in today’s market, and given that it displaces residential land area on the site plan, the Developer is requesting a reduction in the required commercial FAR, from approximately 106,000 square feet to 75,000. Staff supports the request in order to maximize the site’s density, and concurs with the results of the commercial economic analysis.

The Developer is also requesting relief from the required maximum height limits established in the Specific Plan and Scenic Corridor policy within the General Plan. With the adoption of the Specific Plan in in 2018 and as amended in 2020, the City Council authorized amendments to the Scenic Corridor policy to allow for increased heights within the Project area. In the southern part of the Project site near the freeway interchange, the Specific Plan generally increased allowed building heights to between 475 and 485 feet above mean sea level. Given existing and proposed grades, the height limit generally allows for five story buildings. However, the applicant is proposing to exceed the required height limit by approximately six to twenty-one feet. Functionally, this means the three southern buildings on the Project site will exceed the height limit by one to two stories.

One of those buildings is the 100 percent affordable building. Given the Project’s proposed unit mix, the heights are necessary to achieve the Specific Plan’s density requirements and to help the City meet its RHNA obligations, especially for Lower Income units. The Developer has prepared renderings and massing models demonstrating the increased heights, as shown on Sheet H-1 through H-13 in the Proposed Plans. For reference, the Shea Sage units closest to Interstate 580 are approximately 480 feet above mean sea level. The Project’s tallest Planning Area along interstate 580 is approximately 495 feet above mean sea level.

City staff cannot make the required findings to deny any of the requested Waivers, the findings are shown in the Project Resolution. Therefore, the Planning Commission and ATTACHMENT 1
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31 City Council are ministerially obligated to accept the proposed Waivers, pursuant to state law.

Incentives and Concessions
Given that the Project is providing 28 percent affordability, including almost 14 percent Lower Income units, the Project qualifies for two Incentives/ Concessions under state Density Bonus Law. In addition to the Waivers, the Developer is seeking one Incentive/ Concession to eliminate the required office FAR.

Although not required by state law, the applicant has provided an economic analysis of the current office market, as shown in the Commercial and Office Economic Feasibility study by Kosmont. The study notes that Livermore’s office market has experienced negative absorption, meaning more vacant commercial spaces over time, large vacancy rates, and asking rents that cannot support construction prices. Therefore, office spaces in Livermore currently have a net negative residual land value and new office construction is financially infeasible or would result in a loss.

The Office of Innovation and Economic Development has reviewed the study and confirms its conclusions. Further, a reduction in office FAR would not endanger public health/ safety or the environment. For these reasons, staff cannot make the required findings of denial for the requested Incentive/ Concession, as shown in the Project Resolution. Therefore, the Planning Commission and City Council are ministerially obligated to accept the proposed Incentive/ Concession, pursuant to state law. Staff supports the proposed incentive/ concession, since it would allow for more active uses, like residential, in place of office uses that would likely be left unbuilt or unoccupied.

Further, the elimination of office allows the City to better meet its RHNA obligations, and the Project still proposes to allow office uses along Main Street, although in lower quantities than envisioned by the Specific Plan.

Site Plan Design Review
The purpose of a Site Plan Design Review (Design Review) is to provide a process for the appropriate review of construction and development projects to ensure that all approved site and structural development is consistent with the General Plan, Specific Plan, and standards specified in the Development Code.

A Site Plan Design Review (Design Review) is one of several entitlements required for the Isabel Crossing Project approval. The Project is unique in that the scope is larger than any development in the City, it encompasses approximately 45 acres of vacant land zoned for different uses, it is the first master-planned transit-oriented development in the City, and the Design Review considers the master landscaping for Main Street, the open space parcels, the architecture, and development standards for each proposed parcel.

When each parcel develops and before a Building Permit is issued, a secondary Design Review will be required for the landscaping inside all parcels (and surrounding some parcels). Future landscape Design Reviews will likely be at Staff level. If major changes ATTACHMENT 1
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32 are proposed to the Project, Planning Commission and City Council approval would be required.

Development Standards
Chapter 2 of the Specific Plan identifies development standards for residential and nonresidential uses. Development standards regulate the density/intensity, building heights, parking, open space, front, interior, rear, and side setbacks, building separation, alley and garage separation, porch separation, and building projections. These requirements are intended to promote compatibility between adjacent uses, protect key scenic views, and help establish a sense of neighborhood character.

Density is expressed as dwelling units per acre for residential uses, and intensity is expressed as floor area ratio or lot coverage. For mixed-use buildings containing residential and commercial uses, the calculation of floor area ratio is used. Setbacks are measured from the building to the property line.

The Specific Plan has four residential land use types and eleven non-residential land use types. The proposed Project will encompass two residential types (Village and Core) and four non-residential land use types (Neighborhood Commercial, Office Core, Ground Floor Retail/Overlay Flex Space, and Open Space).

The Project site is divided into 27parcels as shown on the Master Planning Parcel Summary, page 38 of Exhibit C to the Project resolution, of the proposed plans. A simplified version of the information is provided below. The mixed-use parcels are shaded in gray, and where a parcel exceeds minimum standards such as parking and open space, it is noted:

Parcel Zone Building Type Number
of Units
Over minimum standards
and/or requirements
(indicated by “+” sign)
N1 Village 3-Story Attached
(Duplex and
Triplex)
98 Parking: +11 guest
Open Space:
+34,803 SF common and
+1,268 SF private
N2 Village 3-Story Attached
(Duplex and
Triplex)
56 Parking:
+18 guest
Open Space: +6,041 SF
common
N3-A Village 3-Story Attached
(Duplex)
40 Open Space:
+2,192 common
C1-A Village 3-Story Attached
(Townhouse)
62 Parking:
+9 guest
Open Space:
+ 10,770 SF common
ATTACHMENT 1
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33 C1-B Core and
Ground Floor
Retail/Office
Apartments over
Retail
114 Parking:
+31 residential
Open Space:
+6,068 SF common
C2-A Core and
Ground Floor
Retail/Office
Stacked Flat
Condos over
Retail
116 Parking:
+39 residential
Open Space:
+3,187 SF common
C2-B Village 3-Story Attached
(Duplex and
Triplex)
17 Parking:
+11 guest
Open Space:
+572 SF common
C3 Village 3-Story Attached
(Townhouse)
45 Parking:
+10 guest
Open Space:
+961 SF common and +495
private
C5 Village 3-Story Attached
(Townhouse)
84 Parking:
+3 guest
Open Space:
+9,753 SF common and
+920 SF private
S1 Core,
Neighborhood
Commercial,
and Ground
Floor
Retail/Office
Stacked Flat
Condos over
Grocery
172 Parking:
+16 residential
+3 commercial
Open Space:
+6,171 common
S2 Village 3-Story Attached
(Townhouse)
102 Parking:
+16 residential
+22 guest
Open Space:
+1,536 common
S3-A Core Apartments 152 Open Space:
+2,3124 SF common
S3-B Core Apartments 200 Open Space:
+8,075 common
S4 Village 3-Story Attached
(Townhouse)
41 Parking:
+13 residential
+4 guest
Open Space:
+5,695 SF common
N3-B Open Space Neighborhood
Park
N/A
N3-C Open Space Recreation
Center
N/A
ATTACHMENT 1
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34 C1-C Open Space Pocket Plaza N/A
C2-C Open Space Pocket Plaza N/A
TS Open Space Town Square N/A
The Developer has prepared a matrix of required development standards and the Project’s consistency with them in the Proposed Plans on sheets CM1-CM5. The matrix is organized by parcel. Where a particular development standard is met, the compliance is noted and where a development standard is not met, the matrix identifies the noncompliance. The Project is consistent with all required development standards such as setbacks, height, open space and parking, with the exception of the following Developer Density Bonus waivers:

1. In Planning Area N-1:
a. A waiver or reduction from the applicable Specific Plan porch separation requirement for porches facing each other of 15 feet along paseos, where two particular porches in the Planning Area are separated by 7.5 feet and

9.9 feet, respectively.

2. In Planning Areas N-2 and N3-A:
a. A waiver or reduction from the applicable Specific Plan dimension requirement for private open space, which requires a minimum of 75 square feet of open space per dwelling unit with minimum dimensions of 6 feet by 8 feet, and the Project provides certain units that include private open space that is 17 feet, 3 inches by 5 feet, 0 inches, for a total area of approximately

86.25 square feet.

3. In Planning Area Cl-B:
a. A waiver or reduction from the applicable Specific Plan front setback requirement of a 10-foot setback at the fourth floor of the proposed fourstory apartment building; no setback is proposed (though decks are provided to break up the facades).
b. A waiver or reduction from the applicable Specific Plan minimum 16-foot floor to ceiling ground floor height standard for ground floors of commercial uses within the retail/flex space overlay area; the proposed ceiling height is an average of approximately 14 feet.

4. In Planning Area C2-A:
a. A waiver or reduction from the applicable Specific Plan front setback requirement of a 10-foot setback at the fourth floor of the proposed fivestory apartment building; no setback is proposed (though decks are provided to break up the facades).
b. A waiver or reduction of the applicable Specific Plan height limit of 490 feet Mean Sea Level (MSL), where a maximum height of approximately 499 feet MSL is provided for a portion of a building on the north end of the Planning Area.

ATTACHMENT 1
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35 c. A waiver or reduction from the applicable Specific Plan minimum 16-foot floor to ceiling ground floor height standard for ground floors of commercial uses within the retail/flex space overlay area; the proposed ceiling height is an average of approximately 14 feet.

5. In Planning Area S1:
a. A waiver or reduction from the applicable Specific Plan minimum commercial FAR of 0.4:1, where an FAR of approximately 0.3:1 is provided, and
b. A waiver or reduction of the applicable Specific Plan height limit of 485 feet above MSL, where a maximum height of approximately 497 feet above MSL is provided.

6. In Planning Area S2 and S4:
a. A waiver or reduction from the applicable Specific Plan dimension and size requirement for private open space, which requires a minimum of 75 square feet of open space per dwelling unit with minimum dimensions of 6 feet by 8 feet, and the Project provides certain units that include private open space that is 14 feet, 2 inches by 5 feet, 4 inches, for a total area of approximately

73.3 square feet.

7. In Planning Area S3-A:
a. A waiver or reduction of the applicable Specific Plan height limit of 485 feet MSL, where a maximum height of approximately 491 feet MSL is provided.

8. In Planning Area S3-B:
a. A waiver or reduction of the applicable Specific Plan height limit of 475 feet MSL, where a maximum height of approximately 496 feet MSL is provided.

9. In All Planning Areas: a. A waiver or reduction of the applicable INSP requirement for a minimum of 10 percent of the project site area to be landscaped, where the Project provides approximately.

10.In All Planning Areas: a. A waiver or reduction of the applicable INSP requirement for a minimum of 16 trees per acre of site area, where the Project proposes approximately 10 trees per acre (465 total).

Design Standards
Chapter five of the Specific Plan (Urban Design) contains the Design Standards and Design Guidelines. The Standards are requirements, and the guidelines provide general direction on intended design features. The Project team and architect have worked closely with Staff on several iterations of design to produce a final design that is in ATTACHMENT 1
926
36 harmony with the Specific Plan’s vision of creating a sense of place in this walkable, transit-oriented neighborhood that is a safe, vibrant, and attractive place to live and work.

Included in the Project design is the compatibility among existing and new residential uses. The scale (how the size or the buildings in relation to the human experience), privacy, light (both natural and artificial), and noise were all taken into consideration when applying the design standards to the siting of the buildings and determining the massing of the buildings.

Open Space, Public Plazas, Public Park and Private Recreation Area The Project will offer well-designed open spaces within the Project. A quarter-acre town square on the southern corner of Gateway Avenue will feature an art installation, retail promenade, a gathering area with trellis, shade elements for outdoor seating, and will provide a Village Green which serves as a reservation of potential landing area for a future potential pedestrian bridge or tunnel connection across Isabel to the Valley Link station.

Across Gateway Avenue from the Town Square via enhanced pedestrian crosswalks will be a pocket plaza. This Plaza is located on the south end of the C1-B parcel (mixed use along Main Street) will feature accent paving at the bulb-out, art installations, and shaded out-door seating areas with attractive landscaping including a row of Hackberry trees.

The plaza extends from the Gateway Avenue/Isabel intersection westward toward Main Street. On the other side of Main Street via an enhanced crosswalk, another pocket plaza featuring flexible seating, a flex space with string lights, seating notes, low wall, overhead shade structure, accent paving, and landscaping including Trident Maple, Crepe Myrtle, and Zelkova trees.

In the northern portion of the development along A Street, a private recreation center with two stories of amenity space and a community pool (parcel N3-C) will be available for the residents in the Village areas. To the east of N3-C is a one-and-a-half-acre neighborhood public park (N3-B). The park includes a children’s playground, meandering loop trail, barbeques, picnic tables, and a large grassy field lined with Trident Maple, Coast Live Oak, California Sycamore, and Hackberry trees. Parking for these parcels is provided along A street and Main Street, and the recreation center parcel will contain two accessible parking spaces on-site.

Development Compatibility, Siting, and Building Massing The citywide Design Standards and Guidelines referenced in the Specific Plan contain design requirements for new development. The documents aim to create new development that is compatible with existing development, yet is sited properly and broken down into subparts, as follows:
• B.2.1.5 Building design should respect the predominant characteristics of neighborhood development such as height, massing, setbacks, materials and architectural style.

ATTACHMENT 1
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37 • B.2.2.1 Planting strips between the sidewalk and the back of the curb are strongly encouraged. They should be a minimum of 5 feet in width. • B.3.1.1 Neighborhood open space should be located to maximize its visual and functional benefits.
• B.6.2.1 Whenever possible, parking lots should be located behind residential structures, rather than along the primary frontage, to minimize visual impact to the street.
• C.1.1.2 Building massing should be varied by employing a variety of techniques, such as recessed porches, bay windows, dormers, and varying planes or setbacks.
• C.1.2.1 The massing of larger residential buildings shall be broken down to convey a sense of “home” and give individuality to each unit that lies within it. • C.1.2.3 Facades of long buildings shall be architecturally subdivided into shorter segments every 25 to feet maximum.

The Village residential parcels will be a maximum of three stories in height, which is the same as the existing residential development to the north, known as the Montage Development (Montage). The proposed development site has a lower elevation than Montage and areas north of the Project site. The taller mixed-use buildings therefore result in a visually lower height when viewed in a broader perspective, especially looking south from Portola Avenue. The Project utilizes landscaped setback areas like the surrounding residential and office buildings. The proposed development will be approximately 270 feet from Montage to the north, approximately 200 feet from the office buildings to the west, and approximately 300 feet from the newly approved proposed residential development to the East known as Shea Aura. The siting of the proposed Isabel Crossing Project ensures sufficient light and air between its neighbors.

The Project provides open space in locations that are easily accessible by all residential units via the thoughtful pedestrian circulation and bike lanes see sheet L1-2 in the Landscape Plans. The Project as a whole slightly exceeds the minimum requirements for parking as shown on the Parking Analysis sheet on page 37 of Exhibit C to the Project resolution. Parking is provided by a mix of on-street and on-site for the Village areas, and on-street and within parking garages for the higher density Core areas and the commercial blocks. Therefore, parking creates minimal visual impact to the Project.

In addition, on-street parking is punctuated by landscaped projections. The building massing is broken down by the use of colors, plane changes, porches, balconies, and materials, which gives each unit a sense of individuality.

Architectural Style
The Applicant’s architectural team worked with Staff through many iterations of design.

The Citywide Design Standards and Guidelines and the Specific Plan, and a Staff-led architectural tour of inspirational buildings from Livermore’s Downtown and newer residential projects guided the architect’s team to produce the final products. The architect’s narrative below provides insight into the required details, colors, and materials that are used in each building of the proposed Project.

ATTACHMENT 1
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38 The Isabel Crossing Project is composed of numerous building types of various sizes and heights. It is our intention that this community feels cohesive within its variety. To achieve a visual order among buildings, a limited color and material palette has been conceived. An array of field colors, trim colors, accent colors, roofing, brick, and exterior light fixtures have been selected that could be employed on any building. The selected bricks have been drawn from the downtown of Livermore and its history of brick manufacturing. To further tie the Project into a whole, we have selected a white that will be used on all buildings as an element of continuity.

Lower Density Products
The lower density products within the master plan include three-story duplex, triplex, and row townhomes. Each building is composed of several different floor plans to create a variegated design. Where end conditions are visible to perimeter streets, enhanced end elevations are provided, often with wrapped porch elements.

The design aesthetic of the lower density products includes variations on traditional and contemporary motifs based on traditions of western U.S.

Buildings. They will have various arrangements of brick as a base material, horizontal siding, vertical (board & batten) siding, and stucco. Buildings employ shed-roofed porches (some with gables introduced), and gables, sheds, and sloped roofs combined with flat roofs to maximize the area for solar panels. Flat roof parapets include a cornice trim.

Higher Density Products
The higher density products within the master plan include podium apartments and condominiums. A podium is a concrete structure containing parking either at-grade or below-grade. The podium structure also provides retail space as well as lobbies and building amenity spaces at street level.

Above the podium are stacked flats of various sizes and types arrayed around central courtyards.

Buildings are composed in a traditional tripartite organization of base, middle and top. Each of the podium buildings employ different bricks in different patterns as base materials. Where parking is exposed at street edges, decorative grills will be inserted into openings. Above the base, each building utilizes combinations of stucco and horizontal siding, with belt courses, bay windows, articulated balconies with various railing details, with individualized cornice treatments. Window proportions and various articulations are contemporary interpretations of traditional arrangements of architectural forms influenced by sources such as Old Sacramento or old Fort Collins, CO, or downtown Livermore.

ATTACHMENT 1
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39 Landscape Design
The Design Standards and Guidelines and the Specific Plan contain landscape standards related to trees, shrubs, and ground covers. The standards establish minimum quantity, size, and locational parameters, as follows:
• DSG 1.4.1.a: At time of installation, trees should be a minimum 15-gallon pot size or 6 feet tall.
• DSG 1.4.1.b: At time of installation, all street trees should be 24-inch box size and comply with the City of Livermore Standard Details.
• DSG 1.4.1c: At time of installation, twenty percent of all trees should have a 24- inch box container size or larger.
• DSG 1.4.1.d: At time of installation, shrubs should have a minimum 5-gallon pot size.
• Isabel Neighborhood Specific Plan Table 2-2: Minimum on-site landscaping is 16 trees per acre for residential areas.

The project frontage along Portola Avenue will be planted with a double row of trees.

Starting at the western portion of Portola Avenue and moving eastward along the Project site, Freeman Maple, California Sycamore, and Little Leaf Linden will be planted next to the existing street trees. The project frontage along Isabel Avenue will feature a double row of trees and will feature a new landscaped median. Beginning at the intersection of Isabel Avenue and Portola Avenue and moving south along the site there will be Little Leaf Linden and Freeman Maple. The median that separates the south bound traffic from northbound traffic will be planted with Columbia London Plane, Coast Live Oak, and Little Leaf Linden. No trees are being removed, and the master landscape plan will include 465 new trees. More trees will be required as the individual parcels develop, and the future applicants apply for the required Site Plan Design Review of the interior landscaping. The Project’s landscape architect has provided the following narrative that describes the Isabel Crossing landscape:

The Isabel Transit Oriented Development in Livermore, California, offers an exciting opportunity to blend functionality with aesthetics, sustainability with community vibrancy. As we embarked on crafting its landscape design narrative, our vision intertwined seamlessly with the city's ethos, extending the essence of downtown Livermore into this new hub.

At the heart of our inspiration was the promotion of bike and pedestrian connectivity. Bike racks and pedestrian-friendly amenities were strategically placed to encourage active transportation and reduce reliance on cars.

Central to the Isabel Transit Oriented Development was the creation of vibrant public gathering spaces that evoked a strong sense of place. These ATTACHMENT 1
930
40 spaces served as focal points for community interaction, cultural events, and relaxation. Plazas adorned with native plantings, shaded seating areas, and public art installations invite residents and visitors alike to linger, fostering a sense of belonging and civic pride. Whether it was a bustling farmers' market or a pickup soccer in the park, these gathering spaces reflect the diverse needs and interests of Livermore's residents.

Sustainability lay at the core of our design ethos, and native and pollinator plants played a starring role in shaping the landscape. By utilizing plant species adapted to the region's climate and soil conditions, we not only reduced water consumption and maintenance needs but also provided essential habitat for local wildlife. Through careful stewardship of the land, we strive to create a landscape that thrives in harmony with nature, embodying the spirit of sustainability for generations to come.

Lastly, our design narrative sought to extend the look and feel of downtown Livermore into the Isabel Transit Oriented Development, forging a seamless connection between old and new. Architectural elements inspired by Livermore's historic buildings, such as brick facades and wrought-iron accents, were incorporated into the design, paying homage to the city's rich heritage. Street furniture, lighting fixtures, and signage echoed the aesthetic character of downtown, creating a cohesive visual identity that celebrated Livermore's unique essence.

In summary, the landscape design narrative for the Isabel Transit Oriented Development was a testament to our commitment to creating a livable, sustainable, and vibrant community. Through thoughtful planning and collaboration, we hope to transform this space into a place that not only connects people and places but also nourishes community spirit.

The Project is conditioned to comply with the City’s Water Efficient Landscape Ordinance (WELO) in order to conserve water, avoid invasive species, and ensure irrigation efficiency. The Project will use less water than allowed, contain no highwater using plans, utilize drip irrigation, and use recycled water for all Project irrigation. For these reasons, the Project promotes efficient use of water resources. Portions of the plant palette are California natives and pollinators that will attract birds, butterflies, and bees. In this way, the plant selection will be well suited to Livermore’s climate and will promote increased biodiversity, furthering Specific Plan and Climate Action plans and goals.

All master landscaping will be maintained by the Community Facilities District. All landscaping within individual parcels will be maintained by future Homeowners’ Associations. The proposed landscaping will complete the aesthetics of the high-quality architecture adding to a unique sense of place.

ATTACHMENT 1
931
41 Fencing, Walls, Public Art, and Signage
The applicant has included a 3-foot-tall wall that will match the architecture of the homes and separate the parking lot of the parcel to the west, adjacent to parcel C-5 and C-3, as shown on sheet L1-3 in the Landscape Plans. Future fencing for the individual parcels would be included in the required Site Plan Design Review for the interior landscaping before building permit issuance.

A robust Art Master Plan for Public Art will be developed and approved, as outlined in Exhibit P of the Development Agreement and described in the Development Agreement section above. Art pieces will be phased in as the individual parcels develop, and as specified in the Art Master Plan, with respect to the master landscape areas. The Art Master Plan may include any combination of static art, programming, a gallery, and functional art.

Planning Commission will review and approve any proposed future Master Sign Program subsequent to Project approval. All future commercial and directional signs will be reviewed at staff level for consistency with a proposed Master Sign Program or the Specific Plan/ City’s sign ordinance requirements. As shown on Sheets L1-5 and L1-6, Neighborhood entries will have either signage and/or features that welcome residents and guests to the neighborhood, consistent with Specific Plan polices.

This Site Plan Design Review is recommended for approval by the City Council on recommendation of the Planning Commission. The findings for the Site Plan Design Review are found in the Project Resolution.

Subdivision – Vesting Tentative Tract Map 8659
Government Code Sections 66410 - 66499.41, commonly referred to as the Subdivision Map Act: 1) Establish the statewide procedures by which land is subdivided (separated into smaller pieces) and combined; and 2) Establish the requirements for dedications, reservations, and exactions, which is the process by which local jurisdictions can require land, easements, or developer funds (fees) to be dedicated to public purposes like services and infrastructure when land is subdivided. Livermore Development Code Chapter 10 implements the Subdivision Map Act at the local level.

Generally, subdivision applications consist of maps showing the proposed division of land, any land reserved for public purposes, and proposed Project phasing, and improvement plans showing all public improvements and proposed grading. The applicant has provided the required documents in the Proposed Plans, and as described below.

Phasing and Timing
ATTACHMENT 1
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42 As discussed in the Project Description section of this report, the proposed entitlement package covers all Project building architecture and placement; all master landscaping along Project frontages and internal streets, plazas, and parks; all onsite and offsite public infrastructure; proposed master site grading; and the large lot Tentative Map. City subdivision standards require all horizontal public infrastructure, like roads, utility lines, and stormwater retention areas, to be constructed prior to Building Permit issuance and vertical construction of any structures. The Development Agreement further establishes timing requirements that stipulate when certain public infrastructure is to be completed.

In general, the Project infrastructure will be split into two phases, Phase 1 (the streets and utilities phase), and Phase 2 (the parks and plazas phase). Phase 1 includes most Project improvements, like all frontage improvements, offsite improvements, and internal improvements, including internal streets, sidewalks, bike lanes, street median, traffic signals, street trees, and street lighting; and all required utilities like water, sewer, and stormwater. Phase 2 includes primarily the public parks and plazas. Although the Developer intends to complete construction sooner, the Agreement requires Phase 1 construction to be completed in subphases, within two to five years of Improvement Plan approval, and Phase 2 construction to be completed when each adjacent Planning Area is constructed. This ensures the required and negotiated public infrastructure will be delivered within a reasonable amount of time. The full list of phased improvements and timing requirements can be found in the Agreement, and on Sheets TM 3.9.0 and TM

3.9.1 In the Civil Plans (Exhibit E to the Project resolution).

Once infrastructure is completed and lots are formed, the Developer has indicated they will sell a majority of the large lot parcels to subsequent home builders, who will then construct portions of the Project, consistent with the approved plans and Development Agreement. The Developer may retain some large lot parcels to construct themselves.

If the individual home builders wish to further subdivide each large lot shown in the Tentative Map on the Civil Plans into smaller lots, a subsequent subdivision entitlement would be required. In addition, the Project approvals do not include landscape plans for areas within each large lot Planning Area. The Conditions of Approval require subsequent approval of landscape plans for these areas prior to Building Permit issuance. Depending on proposed quantity of lots, Planning Commission and/or City Council approval of future subdivision and landscaping applications may be required.

If approved, staff anticipates full Project buildout would occur within 10 years from Project approval, starting with public utilities and improvements and followed by the townhouse/ duplex units. The mixed use commercial and higher-density residential blocks will likely take more time to construct, given current market conditions, and staff expects these to build out in the latter half of Project buildout.

Lot Size, Layout, and Circulation
The proposed Vesting Tentative Tract Map (Map) would subdivide the existing approximately 45-acre vacant Project site into 27 large lots and five major internal ATTACHMENT 1
933
43 streets. Of the total, 19 lots will be used for residential purposes, four will be used for park and plaza space, three will be used for mixed-use commercial buildings, and one will be used for the private recreation center.

The Specific Plan does not establish minimum or maximum lot sizes or dimensions for residential, commercial/office, or open space uses. However, for reference, the lot sizes range from approximately 0.16 to 2.8 acres. The largest lot accommodates the mixed-use Commercial Block that includes the grocery store, while the smaller lots generally accommodate the proposed public plazas. Each lot is adequate is size and shape to accommodate the proposed uses. The lots scale up in size for more intense uses like mixed-use commercial and higher-density housing, and are shaped to ensure proper ingress/ egress and access to all proposed internal streets.

The Project proposes to construct five new public streets within the site, with new connections to the existing street network on the north, east, and western Project boundaries. All proposed parcels would have access to the public right-of-way, in conformance with Subdivision Map Act standards. Primary Project entrances are located along Isabel Avenue. The new streets conform to all required City standards, including with respect to street width and shape. The new streets are also multimodal, promoting vehicular, pedestrian, and cyclist connections, and will be low-speed, neighborhood streets. For example, all streets will include public sidewalks that conform to all City dimension standards, and Street A will be specially designed to promote cycling, with a dedicated Class II bike lane. Other streets will include Class III bike lanes, where cyclists and autos share the road.

With the exception of the main Project entrance at Gateway Avenue, all streets are one lane in each direction, creating a narrower right-of-way that is easier for pedestrians to cross. All internal street intersections will feature four-way crosswalks that connect to the proposed sidewalk network. The Project conditions require a certified CASp Specialist to review and certify that all pedestrian improvements conform to all federal Americans with Disabilities Act (ADA) requirements. Main Street will feature additional enhancements to promote walkability, like angled parking and extra wide decorative sidewalks. In this way, the proposed streets create a neighborhood environment by ensuring low speeds, relatively narrow widths, special features, ample pedestrian crossings, and connecting to the citywide sidewalk network, and by supporting pedestrians, cyclists, and autos.

Emergency vehicles, trash trucks, and the service and delivery vehicles will primarily use Isabel Avenue to access the site. As described in the Utilities, Services, and Subsurface Infrastructure section of this report, the roadway widths are sized to accommodate all service and emergency vehicles.

The Project’s proposed circulation network and pedestrian connections can be found on Sheet L1.2 of the Proposed Plans.

Utilities, Services, and Subsurface Infrastructure
Specific Plan EIR and Addendum
ATTACHMENT 1
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44 The Infrastructure and Public Services element of the General Plan and the City’s Development Code require that all new developments have adequate provision of utilities and services like water conveyance, sewer conveyance, and urban fire protection. The Specific Plan Environmental Impact Report (EIR) and Project Addendum (Attachments 22-24) found that at Specific Plan buildout, the City’s existing utility and service systems would have adequate capacity to serve all new development in the Isabel Neighborhood. The Project density is below the range contemplated by the Specific Plan, for this reason, existing utility and service systems will have sufficient capacity to serve the Project and no Project impacts will be greater than those analyzed in the EIR. As described in the Development Agreement
Water, Wastewater, and Stormwater
As described in the Community Facilities District section of this report, the Developer would construct all onsite public water, wastewater, and stormwater infrastructure, the costs of which would be financed by the Project’s proposed infrastructure CFD.

The Project’s water, wastewater, and stormwater service would be provided by the City. Connections would primarily occur into existing mains along Isabel Avenue, Portola Avenue, and Shea Center drive. The City Engineer has determined that all existing public utility lines, pump/ lift stations, and reservoirs are adequately sized to handle the increased water, sewer, and storm flows, and that the water treatment plant can accommodate all demand increases (Attachment 2). As required by state Public Resource Code Section 21151.9, the Project’s EIR Addendum includes a Water Supply Assessment, which shows both the City of Livermore (retailer) and Zone 7 (wholesaler) have sufficient water supplies to serve the Project over the next 20 years (Attachment 2). The Project’s stormwater would be primarily managed by a large underground vault, located beneath Planning Area S1, in addition to surface retention areas in the proposed street right-of-way (Sheets 3.4.0-3.4.5 on the Civil Plans).

Per City standards, water and sewer lines within each Planning Area and within the proposed public streets would be maintained by the City. The proposed stormwater lines within each Planning Area and the underground vault would be maintained by the Developer through the Project Homeowners Association (HOA).

The Engineering conditions of approval require the Developer to enter into a Stormwater Maintenance Agreement to ensure proper storm facility maintenance and function. All storm infrastructure located within the proposed public streets would be maintained by the City, through the Specific Plan Maintenance CFD.

The Project conditions require trash capture devices be installed at all stormdrain inlets and that grease interceptors be installed on commercial and restaurant ATTACHMENT 1
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45 sewer lines, in compliance with state and local standards and ensuring the City’s utility infrastructure and the environment remain protected.

The Isabel Neighborhood also has unique access to recycled water, produced from the Livermore Water Reclamation Plant and generally used for irrigation purposes. The Project conditions require that the Project connect to the City’s recycled water lines and that recycled water is used for all irrigation. In this way, potable water would be conserved.

The City Engineer has reviewed and approves of the proposed utility plan, found in Sheets 3.3.0 through 3.3.4 of the Civil Plans.

Dry Utilities and Solid Waste Collection
All dry utilities will be located within the proposed Joint Trench, to be run along all proposed public streets within the Project site. The Joint Trench will connect to an existing joint trench along Shea Center Drive and Gateway Avenue and will include electric and telecommunications service. Pacific Gas and Electric (PG&E) will provide electric service, while Comcast will provide telecommunications service. PG&E has reviewed the Project plans and provided no substantial comment, indicating sufficient capacity to serve the Project. As required by the Conditions of Approval and the Specific Plan EIR, the Project will not provide any gas infrastructure, satisfying the City’s new electrification ordinance and Climate Action Plan goals. As further required by the Conditions of Approval, all existing and proposed dry utilities on the site will be undergrounded, improving the site’s aesthetics and resiliency against natural hazards like winter storms.

Solid waste pickup would be provided by Livermore’s solid waste franchisee, Livermore Sanitation. Solid waste within Livermore is primarily disposed of at the Vasco Road Sanitary Landfill and the Altamont Landfill. The Specific Plan EIR notes that the two landfills combined have over 15 million tons of remaining capacity. For reference, Livermore’s current annual disposal tonnage is around 66,000 tons. At current rates, over the next 25 years, the landfills would have 90 percent capacity remaining. Therefore, there is sufficient solid waste capacity to serve the Project into the indefinite future.

Solid waste would be stored in townhome/ duplex unit garages and in rental/ mixed-use commercial building trash enclosures within the ground floor parking garages. Each garage and trash enclosure has sufficient space to accommodate trash, recycle, and organic bins, as required by the City’s solid waste and recycling enclosure ordinance. Townhome/ duplex solid waste will be staged in front of unit garages for collection, as is typical for residential development in Livermore. As required by the Conditions of Approval, all rental/ mixed use buildings will be required to stage their bins in the public right-of-way during pickup days. Livermore Sanitation has reviewed the plans and conditions and found the Project provides functional and efficient trash truck access and pickup logistics.

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46 Public Safety and Emergency Services
Fire Protection would be provided by the Livermore-Pleasanton Fire Department.

The Specific Plan EIR notes that the Project site would be served by Fire Station #10 on Airway Boulevard. The Station can deploy front line apparatuses within 10 minutes, and the Fire Department can dispatch a ladder truck to serve the proposed five to seven story buildings. Given the proximity of Fire Station #10, current response times, and the ability to dispatch a ladder truck, existing facilities are sufficient to serve the Project. Although existing service capacity is adequate for the Project, the Fire Department is currently conducting a Community Risk Assessment to ensure that the incremental population increases across the City and within the Specific Plan do not further degrade fire service levels. The Risk Assessment will analyze whether a new fire station is needed within the Specific Plan area, among other analysis. The results of the Assessment will be completed by the end of summer 2024. Pursuant to Specific Plan policy, the Project will be required to implement the Risk Assessment recommendations. The Project’s net increase in the City’s tax base and contributions to the Community Benefit Fund will help fund the Project’s fair share of any Risk Assessment recommendations.

All new internal streets have a sufficient width and intersection dimensions to accommodate emergency vehicles, including fire apparatuses, as shown by the vehicle turning templates on Sheet TM 3.5.1 through TM 3.7.4 on the Civil Plans.

In addition, the Project proposes an Emergency Vehicle Access (EVA) road on the south side of Planning Area S1, in order to ensure aerial access to the S1 Building. Therefore, all Planning Areas have emergency vehicle access. Further, all mixed use commercial and high-density residential blocks are required to install Knox boxes, to allow fire crews access inside the building, contain ladder pads on the podium courtyards to allows for window rescue, and have stairwells that can accommodate fire crews and fire ladders. Therefore, all denser product types allow for adequate fire crew access. All buildings will have fire sprinklers, as required by the Fire Code. The Fire Department has reviewed and approves the proposed plans, finding they allow for required fire access. The Fire Department has also conditioned the Project to provide adequate fire hydrant, emergency responder radio, and fire lane marking placement around the site. For these reasons, the Project design ensures sufficient Fire Department access and fire safety.

The Livermore Police Department will provide law enforcement and public safety service to the site. The Specific Plan EIR notes that an additional 15 police officers would be needed at Specific Plan buildout. The Police Department generally increases staffing over time to keep up with the City’s Population growth. Since time of EIR certification, the Police Department has hired a range of new professional staff, dispatchers, officers, and a new mental-health-crisis-focused Mobile Evaluation Team. The Police Department has also formed the new Real Time Awareness Center (RTAC) that provides live intelligence via cameras around the City. As part of the Agreement, the Project will provide approximately 45 new license plate reader and CCTV type cameras in key locations around the site.

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47 Further, the Project is required to provide alternative law enforcement access at major building exits, and to develop a Security Plan for each commercial block.

The Police Department has reviewed and approves of the proposed plans and law enforcement assets. Further, a new Police substation is planned for the future Valley Link Station across Isabel Avenue. For all these reasons, Police levels of service are adequate and the proposed Project design will ensure enhanced safety for Livermore residents.

Parks and Schools
The General Plan’s Open Space and Conservation Element and the City’s and Livermore Area Recreation and Park District’s (LARPD) Parks, Recreation, and Trails Master Plan establish service level requirements for the amount of open space provided per resident. The standards require one neighborhood park per 3,000 – 5,000 residents. The service area is also to be one half to one mile. The Project proposes one neighborhood park and three plazas, totaling two acres in size. Given Livermore’s current average household size of 2.75 persons, the Project is estimated to generate approximately 3,600 people. This results in one park per 3,600 people, which is consistent with the General Plan’s required service level. Therefore, there are sufficient parklands to serve the Project. In addition, future Project residents have access to nearby Cayetano community park. LARPD will ultimately maintain the proposed park and has reviewed and approved of the proposed plans. The proposed park design can be found on the Landscape Plans, Sheet L2-1.

The Livermore Valley Joint Unified School District (School District) has reviewed the proposed Project and has found that existing school capacity at all grade levels is sufficient to provide for the Project (Attachment 11). Currently, the School District can accommodate an additional 2,000 students. Based on the projected student generation rates, the Project will likely generate around 650 students, ranging from Kindergarten through 12th Grade. Therefore, the quantity of the Project’s projected students will not exceed current school capacity, and existing capacity is sufficient to accommodate the Project. In addition, schools closest to the Project – Rancho Las Positas Elementary, Lawrence Elementary, Junction TK8, and Granada High School – have sufficient room to house these additional students. The School District will continue to monitor student population needs as the Project and the Specific Plan build out. If student generation rates are substantially higher than anticipated, the School District may explore adding a new school on School District property within the Specific Plan (at the northeast corner of the intersection between North Canyons Parkway and Constitution Drive). For all these reasons, school levels of service are sufficient to accommodate the Project and future needs of the Specific Plan.

Surface Improvements
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48 In addition to the underground infrastructure described in the Utilities, Services, and Subsurface Infrastructure section of this report, the Project will provide a range of aboveground surface improvements as well such as streets, sidewalks and bike trails.

Elements of the surface improvements have been discussed in other sections of this report, but are referenced here for clarity. As described in the Phasing and Timing section of this report, the surface improvements are to be completed in phases and between 24 and 60 months from improvement plan approval, and in conjunction with adjacent Building Permit approvals.

The surface improvements generally consist of: 1) Required frontage improvements; 2) Onsite Improvements; and 3) Offsite improvements, as also described in the Lot Size, Layout, and Circulation and Alternative Transportation Infrastructure sections of the report. The frontage improvements include approximately 0.85 miles of separated Class IV and standard Class II bike lanes; necessary lane reconfiguration; two new traffic signals; two new bus stops; CA Department of Transportation (Cal Trans) embankment landscaping; and additional street trees. The onsite improvements will consist of five new public streets, including sidewalks, crosswalks, intersections, landscape strips, street trees, and street lighting; an Emergency Vehicle Access road; new stormwater retention areas; a special Main Street with enhanced paving, street furnishings, and pedestrian features; three new Plazas of approximately 0.5 acres in size; and one neighborhood park of approximately 1.5 acres in size. The offsite improvements will consist of one mile of additional bike lanes, a fully protected bike intersection, two additional bus stops, and a 1,500-foot-long landscaped median on Isabel with trees.

The required and negotiated improvements conform to all Specific Plan active transportation standards requiring Class IV bike lanes and conform to all Specific Plan policies that seek to create a walkable, bikeable, and tree lined boulevard along Isabel Avenue and Portola Avenue. Further, the Project conforms to all required City Standard details for streets, bike lanes, and other improvements. The City Engineer, Livermore Amador Valley Transit Authority, and the Maintenance Division have reviewed and approve of the Project’s proposed improvements. A list of all improvements can be found in the Development Agreement.

Community Facilities District for Maintenance
The Project would be required to annex into the Specific Plan’s Maintenance Community Facilities District, as allowed by the Mello Roos Act. Together with all previously approved projects, the Project’s residences would be required to pay a new tax assessment that would cover the costs of above-ground infrastructure maintenance within the Specific Plan (this is distinct from the assessment described in the Community Facilities District section of this report which pays for subsurface infrastructure construction). The Maintenance CFD would cover the maintenance costs for all infrastructure like public streets, landscape strips and medians, plazas, and stormwater retention areas. All bike lanes would be maintained by the City using the General Fund.

Maintenance of all private surface improvements like private landscaping, alleys, signage, etc. would be paid for by the Project’s Homeowners’ Association.

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49 Auto Traffic
In response to California Senate Bill 743, the Governor’s Office of Planning and Research (OPR) updated the California Environmental Quality Act (CEQA) guidelines to prohibit the use of delay-based metrics (Level of Service) and instead use vehicle miles traveled (VMT) as the basis for analyzing CEQA traffic impacts. The Specific Plan Supplemental EIR found Specific Plan buildout would not result in significant VMT impacts, as measured on a per capita basis (with 15% reduction per capita as the threshold of significance). Given that the Project is within the density ranges contemplated by the EIR, no significant VMT impacts would result from the project.

Further, the Project’s CEQA Addendum included a VMT analysis that concluded the Project would result in lower VMT than anticipated in the EIR, given the proposed revised mix of office and residential uses. However, LOS-based methodology was also included in the EIR for significance determination, as summarized below.

The Supplemental EIR found that, when measured as Level of Service, Specific Plan traffic impacts would be significant and unavoidable at the N. Livermore/ Portola intersection (i.e. worse than mid-level D LOS, representing more than 45 seconds of average delay per vehicle) during the AM and PM peak hours and on Airway Boulevard and Isabel Avenue arterial segments. The City Council adopted a Statement of Overriding Considerations, finding the social, economic, and other Specific Plan benefits outweigh the unavoidable and adverse traffic impacts, and that the benefits justify Specific Plan adoption. The Project is consistent with the densities identified in the Specific Plan’s Supplemental EIR.

Further, the Project Addendum included a Focused Transportation Analysis that found no significant impacts to LOS if the report’s recommendations are met. The recommendations include two through lanes along westbound Gateway Avenue to reduce stacking onto Isabel Avenue; implementation of a TDM plan upon issuing a Certificate of Occupancy to reduce vehicle trips; and other items. The Project is conditioned to implement all required recommendations of the Focused Transportation Analysis. For example, the Project’s first Certificate of Occupancy cannot be granted until the Project Homeowner’s Association’s Covenants, Conditions, and Restrictions (CC&Rs) include obligations to form a Transportation Management Agency/ Implement a Transportation Demand Management Plan. The TMA/ TDM must be formed within 180 days of the first Certificate of Occupancy. The TMA must also coordinate with all other Specific Plan HOAs, to ensure a comprehensive TDM program is achieved, consistent with the Specific Plan TDM Policy. For all these reasons, no impacts to LOS beyond those identified in the EIR would occur.

The City Traffic Engineer and the City Engineer have reviewed and approved of the VMT and LOS studies and the Project’s proposed transportation network.

Grading and Soils
The applicant has provided a grading plan and a Geotechnical Report for the site. The existing site slopes down from north to south with an elevation change of approximately ATTACHMENT 1
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50 25 feet and slopes from east to west with an elevation change of approximately 10 feet.

The Project proposes to grade the site to create a generally level construction surface.

Given the existing grade changes, cut and fill would need to occur onsite, as shown in on Sheet TM 3.2.5 of the Civil Plans.

Staff supports the proposed grading plan given that it facilitates the residential density contemplated by the Specific Plan, ensures functional utilities like stormwater, and has a grade that is similar in height to adjacent existing development. The City Engineer has found the grading plan to meet all City grading standards, and the geotechnical report has found the site suitable for development, if certain recommendations are met. The Project has been conditioned to implement the Geotechnical Report.

Conditional Use Permit
According to Section 9.03 of the Development Code, the purpose of a Conditional Use Permit (CUP) is to provide sufficient flexibility in the use regulations in order to further the objectives of the Development Code. A Conditional Use Permit involves the process for reviewing uses to ensure they are compatible with their surroundings. Unlisted uses might be allowed by the applicable review authority approving the Conditional Use Permit, when the uses are necessary to the development of the community and are in no way detrimental to existing uses or to those allowed in the zone. In approving this permit, the review authority may impose any conditions deemed reasonable and necessary to ensure that the approval will comply with the findings required. A CUP will run with the land upon change of ownership or use.

In Chapter Two of the Specific Plan, there is a Neighborhood Commercial zoning designation shown in Subarea 3b (Figure 2-3) – the Project is still consistent with this designation. This designation applies to one block at the intersection of Isabel Avenue and Gateway Avenue. It allows a range of commercial uses with an emphasis on neighborhood-serving uses such as grocery stores, restaurants/cafes, and personal services. Commercial retail uses must be located on the ground floor and oriented around plazas, pathways, and public streets. Other complementary uses may be located in upper stories of a mixed-use building or separate from the primary retail center.

Parking may be provided in a variety of formats, including in surface lots, rooftop lots, and/or belowground. Retail development incorporates outdoor seating, pedestrianoriented features, and community gathering spaces.

According to Table 2-1 (Permitted Land Uses), the Neighborhood Commercial designation does not allow residential development as a permitted use, however it does allow a residential component to mixed use Project with a Conditional Use Permit. The applicant is therefore requesting a Conditional Use Permit to allow for multi-family residential units above the retail ground-floor uses.

The Project Resolution contains the findings for the Conditional Use Permit. In summary, the proposed Project is consistent with the General Plan, Specific Plan, Zoning, and that it is compatible with the surrounding uses and proposed use. Staff supports the Conditional Use Permit because the residential above the commercial meets many of the ATTACHMENT 1
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51 Specific Plan goals and its impacts are minimal compared to commercial uses below.

There will be enough cueing distance on the surrounding streets for vehicular traffic and the parking for the residential portion is compliant with the Specific Plan.

Master Sign Program Amendment
The Project is located within a portion of the boundary of Master Sign Program #DR01- 029, approved in 2001 to guide proposed signage for the proposed development of commercial uses by applicant KLA Tencor that were not built out. The proposed amendment would remove the Project Site from the Master Sign Program area. The removal of an outdated, unimplemented commercial sign program for the Project Site, which is not consistent with the Project, is consistent with the General Plan designation and applicable policies for the Project Site.

Consistency Determination
The site contains easements that will require abandonment and re-dedication to align with the proposed backbone infrastructure of the Project. Government Code Section 65402(a) requires that if a General Plan has been adopted, no real property shall be acquired by dedication or otherwise or sold for public purposes until the location, purpose, and extent of such acquisition or disposition has been reported upon by the planning agency (e.g. Planning Commission) as to conformity with its General Plan. This includes vacation of right-of-way in whole or in part. Therefore, the Planning Commission is the review authority for this Consistency Determination for this portion of the Project.

The Project Site contains easements in favor of the City, as described and depicted on page TM 2.0 of Vesting Tentative Tract Map No. 8659 on the Civil Plans and includes the following City easements:
• Easement No. 4: 44’ emergency vehicle access easement (EVAE), private access easement (PAE) and public utility easement (PUE) in favor of the City of Livermore (as shown on Parcel Map 9770, filed Sept. 10, 2008 in Book 310, Pages 3 through 8, inclusive of maps);
• Easement No. 5: 15’ PUE and sidewalk easement (SWE) in favor of the City of Livermore (Recording No: Book 293, Page 14, inclusive of maps); • Easement No. 11: 30’ sanitary sewer easement (SSE) in favor of the City of Livermore (to be separately quitclaimed) (as shown on Parcel Map 9770, filed Sept. 10, 2008 in Book 310, Pages 3 through 8, inclusive of maps); • Easement No. 12: 15’ PUE in favor of the City of Livermore (Recording No. 2008-189562 of official records).
• Any other easement vacations necessary for the Project.

The above easements are proposed to be abandoned or vacated, as they are not necessary for any public purpose and are inconsistent with the Project, as proposed.

New easements necessary to provide public services to the Project Site and any surrounding areas or that are otherwise necessary to serve any other legitimate public purpose will be dedicated by the Project in a manner that is consistent with its proposed ATTACHMENT 1
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52 design the Development Code, other applicable city codes, and state law. The proposed vacation of easements is consistent with relevant policies and objectives of the General Plan.

Sustainability
Environmental sustainability is defined as the ability to create and maintain the conditions under which humans and nature can exist in productive harmony to support present and future generations. The City’s General Plan lists objectives for identifying, creating, and maintaining sustainable practices. Some of those objectives include using recycled water, solar energy, electric vehicle charging readiness, landscaping that includes native species and pollinators, transit-oriented zoning, stormwater treatment, residential and commercial waste management, recycling, etc.

As the Specific Plan states in Chapter Four, the Isabel Neighborhood is served by the City’s recycled water system and is an ideal location to focus new development from a water planning perspective. The water infrastructure of the Isabel Crossing Project will connect to the “purple pipe” (recycled water) for use in landscaped areas and for firefighting.

All buildings will meet the stringent requirements of the California Green Building Code and the California Energy Code, requiring nation-leading efficiency in water conservation and energy consumption through careful design, state-of-the-art appliances, and high efficiency building systems. All residential units will have EV charging capability and EV Charging spaces will be provided in the higher density and mixed-use buildings, as shown on the Parking Analysis sheet on page 40 of Exhibit C to the Project resolution.

The buildings will be all electric, consistent with Specific Plan/EIR mitigation. All new buildings will also be outfitted with solar panels. The Project is conditioned to meet the Livermore Electric Vehicle Charging Reach Code.

The landscape architect designed the landscaped areas with sustainability in mind by using native species, pollinators, and water efficient irrigation and low to moderate water demanding shrubs and trees. The Project is designed to be a walkable, livable neighborhood where an individual’s needs can be met within the Project site. The proposed Valley Link station will make this area desirable for those wishing to use public transit and rely less on automobiles. The pedestrian connections, bike lanes, and bike parking throughout the site facilitates the transit-oriented theme of the development.

Each residential and commercial area will have three streams of waste collection:
organics, recycling, and landfill. Livermore Sanitation will service the Project site on regular basis. Each townhouse unit will have space for bicycle parking and the higerdensity products will have secure bicycle parking spaces. All Planning Areas will have guest bicycle parking on-site. Storm water treatment will take the form of using bioretention areas and trash-capture devices to prevent unwanted debris from entering our waterways. The aforementioned Goals and Polices address these sustainability aspects and the Developer must comply with them.

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53 PUBLIC OUTREACH AND PUBLIC COMMENT
The City began the planning process for the Isabel Neighborhood in 2015. Initial Specific Plan outreach was conducted prior to the adoption of the Specific Plan. Outreach is key to developing an effective and feasible plan, so the planning team created a webpage with information about the planning process, meeting dates, and set up a feedback comment box. Visioning outreach events were conducted, coordination with Valley Link, LAVTA, and other public agencies took place, community workshops on land use alternatives were facilitated, an online survey was created, meetings were held with surrounding neighborhoods, and an open house was held on the Preferred Plan.

The Isabel Crossing Project was presented by City Staff at a Neighborhood Meeting on February 27, 2024 at the Courtyard Marriot on Constitution Drive. Residential property owners north of the I-580 freeway, Las Positas College, and all adjacent properties received notices for the meeting and approximately 50 people attended. The Developer, Architect, and Landscape Architect were also present to answer questions. Most of the questions were about the Project’s impact to the existing residential areas, such as parking and traffic, and utilities like water and sewer. Comments centered on existing residents wanting certain services available in the Isabel Crossing Project such as a grocery store and other convenient services that they would otherwise have to cross the freeway to find. In general, the attendees received the presentation positively and welcomed the Project. The Developer created and is still hosting a website (isabelcrossing.com) for the Project complete with renderings, narratives, and a questionand-answer portion.

Per Senate Bill 18 requirements, Staff sent letters of invitation on March 21, 2024, to comment on the Project to tribal elders from several local Tribes. The Tribes have 90 days to respond and request any consultation. The City received two responses requesting additional information, which Staff promptly provided. No consultations were requested.

Before the publishing of this Staff Report, Staff received seven letters of support (Attachment 12) from various community members and stakeholders, including Las Positas College, Livermore Chamber of Commerce, Wente Vineyards, Innovation TriValley, and Interfaith Housing, Inc. In general, the support for the Project is for the following reasons:
• The Project provides affordable housing that is over and above the requirement and will add to the stock of work-force housing.
• The Project is well-suited for low-income seniors as it offers transportation opportunities.
• The Project offers the opportunity for food and services/conveniences within walking distance.
• The Project offers job opportunities in the commercial blocks.

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54 • The Project offers small and medium-sized businesses an opportunity to establish themselves.
• The Project offers housing affordability options that would benefit Las Positas College students, faculty and staff.
• The Project features sustainability features such as the use of reclaimed water, drip irrigation, low-water usage landscaping, solar panels, EV charging, and efficiency energy usage.
• The Project will create new pedestrian and bike connections and will make non-vehicular travel safer.

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INTEROFFICE MEMORANDUM
Date: May 14, 2024
To: Stephen Riley, Acting Planning Manager
Via: Joel Waxdeck, City Engineer
From: Rick Teczon, Senior Civil Engineer
Subject: Isabel Crossing – Wet Utility Infrastructure Assessment The utility infrastructure capacities and demands associated with existing and future development considered in the Isabel Neighborhood planning area have been assessed as part of the City’s master planning efforts. Reference the following documents publicly available on the City’s website:
• 2022 Storm Drain Master Plan, prepared by Schaaf & Wheeler Consulting Civil Engineers
• 2017 Water Master Plan, prepared by West Yost Associates • 2017 Sewer Master Plan, prepared by West Yost Associates The proposed Isabel Crossing project is included in the utility infrastructure analyses documented is these master plans. In general, the proposed Isabel Crossing project’s demands for stormwater drainage, potable water supply, and sewer collection have been analyzed and can be met by the City’s existing and planned utility infrastructure.

Hydraulic analyses were conducted for conveyance (i.e. pipes, pump stations, and lift stations) and storage (i.e. reservoirs) infrastructure under both existing and buildout conditions. Existing utility infrastructure is in place within the Isabel Neighborhood planning area to serve the existing developed areas. Following is additional detail regarding the City’s utility infrastructure assessments.

Stormwater Drainage Collection System
Based on the stormwater drainage flow projections, the following stormwater drainage collection system improvements were recommended in the 2021 Storm Drain Master Plan:

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June 27, 2024