Agenda packet — Livermore City Council, July 22, 2024 (part 9 of 11)

Of the total number of dwelling units (20 percent) set aside, at least five percent shall be reserved for sale to median-income households with the balance set aside for moderate-income households. Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as median-income units. For example, a 110-unit for-sale residential development would be required to provide 15 percent, or 16.5 units, at the moderate-income level and five percent, or five and one-half units, at the median-income level. Therefore, 16 units shall be provided at the moderate-income level and six units shall be provided at the median-income level.
(2) Rental Units. The affordable housing units for rental residential developments must be designated or reserved for rental to very-lowincome, and low-income, median-income, and moderate-income households. Of the total number of dwelling units (20 percent) set aside, at least six percent shall be reserved for rental to very-low-income households, at least seven percent shall be reserved for low-income households, and at least four percent shall be reserved for median-income households, with the balance set aside for moderate-income households. Whenever the inclusionary requirement results in a fraction of units, the units shall be 2270
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combined and provided as very-low-income units. For example, a 110-unit rental residential development would be required to provide six percent, or six and six-tenths units, at the very-low income level; seven percent, or seven and seven-tenths units, at the low-income level; four percent, or four and four-tenths units at the median-income level; and three percent, or three and three-tenths units, at the moderate-income level. The combined fractional units equate to two units that shall be provided as very-lowincome units. Therefore, eight units shall be provided at the very-low income level, seven units shall be provided at the low-income level, four units shall be provided at the median-income level, and three units shall be provided at the moderate-income level.

B. 10.06.050 (D)(4)(c) is hereby amended so it reads as follows:
c. Isabel Neighborhood Specific Plan Area.
(1) For-Sale Units. The developer shall reserve 20 15 percent or more of the for-sale units as affordable units to be sold to median low-and moderateincome households at a price that does not exceed the maximum affordable purchase price for a unit for those households. The maximum purchase price for median low- and moderate-income households shall be as adopted annually by City Council resolution.
(a) At least five seven-and-one-half (7.5) percent of the reserved units shall be set aside for low median-income households, with the balance set aside and at least seven-and-one-half (7.5) percent for moderate-income households.
(b) Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as low median-income units as described in subsection A of this section.
(c) The for-sale units shall be encumbered in a manner acceptable to the City, so that if a buyer resells the reserved unit within the restricted time period for a price in excess of the inflation-adjusted purchase price, then the excess profit will be returned to the City for use in affordable housing programs.
(2) Rental Units. The developer shall reserve 20 percent or more of the rental units as affordable units to be rented to very-low-income, low-income, medianincome, and moderate-income households at a cost that does not exceed maximum monthly rental rates for those households. The maximum monthly rental rates for very-low-income, low-income, median-income, and moderateincome households, shall be adopted annually by City Council resolution. (a) At least six percent of the reserved units shall be set aside for very-lowincome households, at least seven percent shall be set aside for low-income 2271
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households, and at least four percent shall be set aside for median-income households, with the balance and three percent set aside for moderateincome households. (b) Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as very-low-income units as described in subsection A of this section.
(c) The rental units shall be marketed and made available through an application process directed by the City and the development shall be managed by an experienced management company acceptable to the City.

C. 10.06.050 (E) is hereby amended so it reads as follows:

E. Implementation – Alternative Means of Compliance.

1. Satisfy Housing Requirement. The following alternatives must be economically equivalent to the affordable housing requirement and may satisfy part or all of the affordable housing requirement.

2. City Council Approval Required. Alternatives to constructing affordable units on site specified in subsections E. 4. a through E.4.de of this section require prior City Council approval.

3. As Part of Application Submittal. A request to use one of these alternatives shall be presented to the City Council as part of a tentative subdivision map or land use entitlement application that is submitted to the City.

4. Report Required. The request shall be accompanied by a report proposing the particular alternative requested, how the alternative will be economically equivalent to the requirement and further affordable housing opportunities in the City, and demonstrating why it is not feasible for the applicant to strictly conform to the requirements of Section 10.06.050 (A)construct affordable units within the development project (through independent data, including financial information). a. Accessory Dwelling Units.
(1) In a project of more than 50 dwelling units, up to 20 percent of the requirement for reserved units may be satisfied by including accessory dwelling units accessory to the market-priced units. (2) Each accessory dwelling unit provides a credit of 20 percent of a required affordable unit, without regard to unit size or other minimum standards specified in subsection D.7 of this section (Comparability of Units).
(3) The accessory dwelling unit shall comply with the standards specified in Section 6.03.120 (Accessory Dwelling Units). b. Off-Site Construction.
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(1) A developer may satisfy the affordable housing requirement by constructing, or making provisions to construct, reserved housing units on a site other than the primary project site. (2) The off-site units are subject to the standards specified in subsections D.1 through D.8 of this section.
(3) A developer may not satisfy the affordable housing requirement by applying credits from reserved units on previously
constructed projects.
(4) Other existing units in projects already completed may not be substituted to satisfy the affordable housing requirement. c. In-Lieu Fee.
(1) A developer may satisfy the affordable housing requirement by paying an in-lieu fee for each market-priced unit.
(2) The method of calculating the in-lieu fee is specified in LMC

This does not require City Council approval.
(5) The applicable fee rate shall be determined at the time of building permit application unless otherwise agreed to in the project’s low income housing agreement.
d. Dedication of Land.
(1) A developer may satisfy the affordable housing requirement by dedicating to the City a parcel of land suitable for development of housing units equal to or exceeding the number of affordable units required to be provided in compliance with this section. (2) The General Plan designation and zoning designation on the land proposed for dedication shall be consistent with the intended use of the property for affordable housing at the appropriate density, and there shall be direct access to improved streets and utilities.
e. Isabel Neighborhood Specific Plan – Alternative Affordable Plan (1) Within the Isabel Neighborhood Specific Plan, A developer may satisfy the affordable housing requirement through an
Alternative Affordable Plan.
(2) The Alternative Affordable Plan shall meet the following requirements:
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i. May only be considered as part of a Development
Agreement between a developer and the City of
Livermore; and
ii. May only be considered within the Specific Plan Core Area (Subareas 3a, 3b, and 3c).

Section 4. Recommendation. The Planning Commission held a duly noticed public hearing on July 2, 2024, to consider adoption of an ordinance approving the Development Code Amendment and by its Resolution No. 18-24, attached hereto as Exhibit A, recommended that the City Council adopt the ordinance and approve the Development Code Amendment.

Section 5. Public Hearing. Prior to taking action on the Project, and at a properly noticed public hearing, the City Council of the City of Livermore reviewed written and oral staff reports, conducted a public hearing on the Project and took testimony; and received into the record all pertinent documents related to the Project (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Ordinance by reference.

Section 6. Environmental Review. The City Council has adopted Resolution No. [_________] adopting the Isabel Crossing Addendum to the Isabel Neighborhood Specific Plan Final Supplemental Environmental Impact Report (State Clearinghouse No. 2016042039), and finding that no subsequent or supplemental Environmental Impact Report is required, under the provisions of the California Environmental Quality Act (“CEQA”) per CEQA Guidelines section 15164.

Section 7. Consistency. Development Code Amendment (DCA) 24-001 is consistent with the General Plan, the Isabel Neighborhood Specific Plan, and the Livermore Development Code.

Section 8. Findings and Approval. The City Council has considered the findings made in Planning Commission Resolution No. 18-24, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein, and based upon the City Council’s own independent review of the Record Evidence and considerations, it adopts this Ordinance approving the Development Code Amendment.

Section 9. Publication and Effective Date. This ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the city of Livermore within 15 days after its adoption and shall take effect and be in force 30 days from and after its adoption.

Section 10. Filing. The Planning Manager is directed to file a Notice of Determination for the Isabel Crossing Addendum with the Alameda County Clerk.

Section 11. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.
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Section 12. Severability. If any part of this ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

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

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________
Mayor, City of Livermore
ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Katherine Mirassou
Deborah L. Elam Katherine Mirassou
Acting City Clerk Deputy City Attorney
Exhibit A – Planning Commission Resolution 18-24
Exhibit B – Livermore Development Code Text Amendment
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10.06.050(A)(1)(c)
c. Isabel Neighborhood Specific Plan Area. In the Isabel Neighborhood Specific Plan area, provide affordable housing in accordance with section 10.06.050(D)(4)(c) below. that at least 20 percent of the total dwelling units shall be affordable housing as follows:
(1) For-Sale Units. The affordable housing units for for-sale residential developments must be sold to median- and moderate-income households.

Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as very-low-income units. For example, a 110-unit rental residential development would be required to provide six percent, or six and six-tenths units, at the very-low income level; seven percent, or seven and seven-tenths units, at the low-income level; four percent, or four and four-tenths units at the median-income level; and three percent, or three and three-tenths units, at the moderateincome level. The combined fractional units equate to two units that shall be provided as very-low-income units. Therefore, eight units shall be provided at the very-low income level, seven units shall be provided at the low-income level, four units shall be provided at the median-income level, and three units shall be provided at the moderate-income level.

10.06.050(D)(4)(c)
c. Isabel Neighborhood Specific Plan Area.
(1) For-Sale Units. The developer shall reserve 20 15 percent or more of the for-sale units as affordable units to be sold to median low-and moderate-income households at a price that does not exceed the maximum affordable purchase price for a unit for those households. The

EXHIBIT B
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maximum purchase price for median low- and moderate-income households shall be as adopted annually by City Council resolution. (a) At least five seven-and-one-half (7.5) percent of the reserved units shall be set aside for medianlow-income households, with the balance set aside and at least seven-and-one-half (7.5) percent for moderateincome households. (b) Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as medianlow-income units as described in subsection A of this section.
(c) The for-sale units shall be encumbered in a manner acceptable to the City, so that if a buyer resells the reserved unit within the restricted time period for a price in excess of the inflation-adjusted purchase price, then the excess profit will be returned to the City for use in affordable housing programs.
(2) Rental Units. The developer shall reserve 20 percent or more of the rental units as affordable units to be rented to very-low-income, lowincome, median-income, and moderate-income households at a cost that does not exceed maximum monthly rental rates for those households. The maximum monthly rental rates for very-low-income, low-income, median-income, and moderate-income households, shall be adopted annually by City Council resolution.
(a) At least six percent of the reserved units shall be set aside for verylow-income households, at least seven percent shall be set aside for low-income households, and at least four percent shall be set aside for median-income households, with the balance and three percent set aside for moderate-income households.
(b) Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as very-low-income units as described in subsection A of this section.
(c) The rental units shall be marketed and made available through an application process directed by the City and the development shall be managed by an experienced management company acceptable to the City.

E. Implementation – Alternative Means of Compliance.

1. Satisfy Housing Requirement. The following alternatives must be economically equivalent to the affordable housing requirement and may satisfy part or all of the affordable housing requirement.

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2. City Council Approval Required. Alternatives to constructing affordable units on site specified in subsections E. 4. a through E.4.de of this section require prior City Council approval.

4. Report Required. The request shall be accompanied by a report proposing the particular alternative requested, how the alternative will be economically equivalent to the requirement and further affordable housing opportunities in the City, and demonstrating why it is not feasible for the applicant to strictly conform to the requirements of Section 10.06.050 (A) construct affordable units within the development project (through independent data, including financial information).
a. Accessory Dwelling Units.
(1) In a project of more than 50 dwelling units, up to 20 percent of the requirement for reserved units may be satisfied by including accessory dwelling units accessory to the market-priced units. (2) Each accessory dwelling unit provides a credit of 20 percent of a required affordable unit, without regard to unit size or other minimum standards specified in subsection D.7 of this section (Comparability of Units).
(3) The accessory dwelling unit shall comply with the standards specified in Section 6.03.120 (Accessory Dwelling Units). b. Off-Site Construction.
(1) A developer may satisfy the affordable housing requirement by constructing, or making provisions to construct, reserved housing units on a site other than the primary project site. (2) The off-site units are subject to the standards specified in subsections D.1 through D.8 of this section.
(3) A developer may not satisfy the affordable housing requirement by applying credits from reserved units on previously
constructed projects.
(4) Other existing units in projects already completed may not be substituted to satisfy the affordable housing requirement. c. In-Lieu Fee.

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(1) A developer may satisfy the affordable housing requirement by paying an in-lieu fee for each market-priced unit.
(2) The method of calculating the in-lieu fee is specified in LMC

3.26.050.
(3) Whenever the number of affordable units required to be constructed includes a fraction of a unit, the payment of a proportional in-lieu fee shall satisfy that partial unit requirement.
(4) For residential subdivisions or rental projects with 10 or fewer units, a developer may satisfy the affordable housing
requirement by paying an in-lieu fee for each market-priced unit. This does not require City Council approval.
(5) The applicable fee rate shall be determined at the time of building permit application unless otherwise agreed to in the project’s low income housing agreement.
d. Dedication of Land.
(1) A developer may satisfy the affordable housing requirement by dedicating to the City a parcel of land suitable for development of housing units equal to or exceeding the number of affordable units required to be provided in compliance with this section. (2) The General Plan designation and zoning designation on the land proposed for dedication shall be consistent with the intended use of the property for affordable housing at the appropriate density, and there shall be direct access to improved streets and utilities.
e. Isabel Neighborhood Specific Plan – Alternative Affordable Plan (1) Within the Isabel Neighborhood Specific Plan, A developer may satisfy the affordable housing requirement through an
Alternative Affordable Plan.
i. The Alternative Affordable Plan shall meet the
following requirements:

May only be considered as part of a Development
Agreement between a developer and the City of
Livermore; and
ii. May only be considered within the Specific Plan Core Area (Subareas 3a, 3b, and 3c).

EXHIBIT B
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION APPROVING SPECIFIC PLAN AMENDMENT 24-001, FOR THE

ISABEL CROSSING PROJECT, THAT WOULD AMEND THE ISABEL
NEIGHBORHOOD SPECIFIC PLAN’S MASTER PLANNING AND INCLUSIONARY

POLICIES AND AMEND THE LAND USE MAP
On September 22, 2022, the City of Livermore (“City”) received an application from Isabel Portola Owner, LLC (Harridge Development Group) (“Applicant”) to develop the approximately 45-acre vacant parcel located at the southwest corner of the Portola Avenue and Isabel Avenue intersection with a mixed-use residential/ commercial development project.

On March 13, 2023, the City Council adopted the 2023 to 2031 Livermore Housing Element, providing adequate sites to support CA’s Regional Housing Needs Allocation (RHNA) requirements.

On May 10, 2024, the City received an amended application from the Applicant for Vesting Tentative Tract Map (VTTM) 8659 – Subdivision (SUB) 22-008, Site Plan Design Review (SPDR) 24-003, Conditional Use Permit (CUP) 24-002, Consistency Determination (CD) 24-004, Master Sign Program Amendment (MSP) 24-001, Development Agreement (DA 22-001), Development Code Amendment (DCA) 24-001, and Specific Plan Amendment (SPPA) 24-001 (collectively, the “Project”). The Project would develop vacant land located southwest of the Isabel Avenue and Portola Avenue intersection, implementing the Isabel Neighborhood Specific Plan (“Project”). The Project includes 1,299 residential units, including 363 units affordable to individuals and families of lower, median, and moderate incomes, approximately 90,000 square feet of groundfloor commercial, office, and amenity space, an approximately 1.5-acre neighborhood park with an additional approximately 0.5 acres of public plaza space, new bike lanes, street improvements, street trees, public art, and utility infrastructure. The residential units consist of for sale townhomes and duplexes and mid-rise rental apartments. The Project also includes a 20-year Development Agreement between the City and Developer, a new community facilities district to finance Project infrastructure, and Specific Plan amendments. The Project is seeking relief under state housing/streamlining laws.

The City did not meet the Lower Income RHNA requirements for the Fifth RHNA Cycle (2014 – 2022).

The City’s existing Isabel Neighborhood Specific Plan affordable policy does not require all for-sale development projects in the Isabel Neighborhood to provide Lower Income housing.

Providing adequate Lower Income affordable housing with each development project is critical to keep pace with Livermore’s RHNA requirements and to provide a range of housing opportunities for residents of all income levels. 2285
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The Project provides fewer Lower Income units than anticipated in the Livermore Housing Element’s Sites Inventory and is required to undergo a No Net Loss Review, as required by Government Code Section 65863.

Isabel Neighborhood Specific Plan Subarea 3a is an adequate site to accommodate the net loss, and changing its land use designation to residential would result in No Net Loss of Lower Income units, as required by Government Code Section 65863.

The City’s existing Isabel Neighborhood Specific Plan master planning policy allows for averaging densities within and across Isabel Neighborhood subareas. The policy intends to provide development flexibility and further Specific Plan buildout.

Allowing for both density averaging and mixing of uses within and across subareas increases development flexibility and encourages development.

The proposed Specific Plan amendments would provide the City Council more options to secure Lower Income affordable housing, ensure future for-sale development projects within the Isabel Neighborhood provide Lower Income affordable units, satisfy No Net Loss requirements, and facilitate development flexibility and Specific Plan buildout.

On July 2, 2024, at a duly noticed public hearing, the Planning Commission considered the Project, heard public testimony, made the necessary findings, and adopted Planning Commission resolution No. 17-24, attached hereto as Exhibit A, recommending the City Council approve the Project.

On July 22, 2024, the City Council held a duly noticed public hearing to consider the Project, Planning Commission and staff recommendations, all public comments and testimony, and findings.

Together with this resolution, the City Council concurrently considered resolutions for Vesting Tentative Tract Map (VTTM) 8659 – Subdivision (SUB) 22-008, Site Plan Design Review (SPDR) 24-003, Conditional Use Permit (CUP) 24-002, Master Sign Program Amendment (MSP) 24-001, the Density Bonus request, No Net Loss, the Master Plan, and the Alternative Affordable Plan; and ordinances for: 1) the Project’s Development Agreement (DA) 22-001 application; and 2) the Project’s Development Code Amendment (DCA) 24-001 application.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that prior to taking action on the Project, and at a properly noticed public hearing, the City Council reviewed written and oral staff reports, conducted a public hearing on the Project and took testimony, and received into the record all pertinent documents related to the Project (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Resolution by reference.
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BE IT FURTHER RESOLVED that the City Council of the City of Livermore has considered the Record Evidence and adopted a resolution adopting an Addendum to the 2020 Isabel Neighborhood Specific Plan Supplemental Environmental Impact Report (SCH #2016042039), consistent with the requirements of the Environmental Quality Act (“CEQA”).

BE IT FURTHER RESOLVED that the City Council of the City of Livermore has considered the findings made in Planning Commission Resolution No. 17-24, attached hereto as Exhibit A, and the City Council hereby adopts the same findings by this reference and incorporates them as their own findings as part of this resolution, and as described below:

1. A Specific Plan may only be amended if first found consistent with the General Plan in compliance with Government Code Section 65454.

Findings: The Project proposes a Specific Plan Amendment to: 1) Amend INSP Policy P-LU-8 to permit master planning for the multi-subarea, master planned Project, which would enable the averaging of densities and land uses across the entire Project Site and enable the Project to align its conceptual master plan with the applicable land use requirements, goals and policies set forth in the INSP; 2) Amend INSP Policy P-LU-34 to enable the approval of the Project’s proposed alternative means of compliance with applicable City affordable housing requirements, and to replace the existing Specific Plan’s for-sale affordable requirements with the Citywide rates of 7.5% Lower and 7.5% Moderate; and 3) Amend the land use map in Specific Plan Subarea 3a to change the allowed Office Core uses to Residential Core uses. Each component of the Amendment is consistent with the General Plan, as follows:

Consistency with Isabel Neighborhood Designation
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 proposed amendments would facilitate the proposed Project. The Project is consistent with the land use designation and implements the General Plan goals for the Isabel Neighborhood. 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 2287
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to the west and north and the buildings are designed with 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, which implements the General Plan goals for the Isabel Neighborhood.

Consistency with Land Use Element
More specifically, the proposed Master Planning Policy amendment is consistent with the following General Plan Land Use Element policies:
 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.

In addition to allowing for averaging densities within and across Specific Plan subareas, the proposed Master Plan amendments would allow for distributing land uses as well. This provides more development flexibility and better allows for mixed-use neighborhoods, since uses can be located anywhere within a subarea, not only as prescribed in the conceptual Specific Plan land use map, effectively creating large mixed-use zones.

Further, mixing uses within the subarea prevents urban sprawl and creates more compact development, since uses are no longer required to be separated by Euclidean districts, but can be collocated. Collocated uses reduce Vehicles Miles Traveled, by ensuring daily needs and jobs (like commercial and office uses) are within walking distance of residential.

Consistency with Housing Element
Further, the proposed Inclusionary Policy amendments and the proposed land use map amendment are consistent with the following General Plan Housing Element policies:
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 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.

The proposed Inclusionary Policy amendments would allow for a distinct Alternative Means of Compliance within the Specific Plan, similar to that allowed in the City’s Inclusionary Ordinance. The proposed Alternative Means of Compliance would allow the City Council to authorize a project’s affordable plan that deviates from the Inclusionary Ordinance requirements, so long as the alternative is economically equivalent. In this way, the amendment facilitates the production of affordable housing by allowing for more flexibility and novel approaches to housing production. For example, the Project proposes a creative approach whereby the market-rate for-sale units offset the financial costs of the required affordable housing. By untethering affordable housing from every product type, affordable units could be focused in portions of the site and additional affordable units could be provided, beyond that required. Further, the City Council still ensures the alternative proposal is economically equivalent to the requirements, guaranteeing each project will still provide sufficient affordable housing and a range of housing types.

The Amendment to the Inclusionary Policy would also modify the required affordability levels from 20% median and moderate, to 15% Lower and Moderate. Historically, Livermore has overperformed its RHNA numbers in the Median and Moderate categories, and underperformed in the Lower category. This modification ensures future for-sale product would be required to provide Lower Income units, ensuring Specific Plan policy better keeps pace with Livermore’s RHNA requirements and a range of housing types is provided. Further, the proposed land use map amendment would revise the Office Core designations within Subarea 3a to Residential Core, the densest most compact residential development in the City. Subarea 3a is directly adjacent to the future commuter rail Valley Link station. In this way, the land use changes would implement General Plan policy by promoting infill development near transit, facilitate a range of housing types by allowing for smaller units, and by providing more affordable units overall since the site is being upzoned from office uses.

BE IT FURTHER RESOLVED that, based upon the City Council’s own independent review of the Record Evidence and considerations, the City Council hereby approves Specific Plan Amendment (SPPA) 24-001, attached hereto as Exhibits B and C, for the Isabel Crossing Project.
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BE IT FURTHER RESOLVED that the City Council of the City of Livermore directs the Planning Manager to file a Notice of Determination with the Alameda County Clerk.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore finds that the effective date of this resolution shall be the effective date of Development Agreement (DA) 22-001 and Development Code Amendment (DCA) 24-001.

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

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on 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/ Katherine Mirassou
Deborah L. Elam Katherine Mirassou
Acting City Clerk Deputy City Attorney
Exhibit A – Planning Commission Resolution No. 17-24
Exhibit B – Specific Plan Map Amendment
Exhibit C – Specific Plan Text Amendment
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Master Planning Policy
P-LU-8: The City shall encourage property owners to collaborate and prepare Master Plans by residential subarea. (Refer to Figure 2-3 for the subarea map.) For the purposes of this Specific Plan, Master Planning shall mean the subdivision and/or site plan design review application of at least one entire subarea. If Master Planned,: 1) rResidential densities may be averaged or distributed across the subarea rather than calculated at the parcel level; and 2), Land Uses allowed within each residential or nonresidential designation of each subarea may be permitted in any location within the subarea. provided that the Master Plan complies with: A subarea may only be Master Planned if the following standards are met:

1. The Master plan must comply with tThe target subarea unit count and the performance measures identified in Table 2-6.; and
a. The City may consider a unit count lower than the average subarea unit count within a Master Plan, if there are demonstrated, significant regulatory, environmental, or other constraints within the subarea, as determined by the Director.

2. Development within each Master Plan shall comply with the development standards identified in Tables 2-2 through 2-5.
a. Each non-residential use shall comply with the development standards of the nonresidential designation that matches the use. b. Each residential use shall comply with the development standards of the residential designation that most closely aligns with the product density. All other applicable development and design standards for the land use. [Format changed by staff, July 10, 2024].

3. Land uses may only be Master Planned within the Specific Plan Core area (Subareas 3a, 3b, and 3c); [Text added by staff, July 10, 2024].

4. If Master Planning more than one subarea, the densities may be averaged andor the permitted land uses may be distributed across those subareas;. and

5. The Community Development Director shall approve a Master Plan pursuant to this policy.

If Master Planning more than one subarea, the densities may be averaged or distributed across those subareas. The City may consider a unit count lower than the average subarea unit count within a Master Plan, if there are demonstrated, significant regulatory, environmental, or other constraints within the subarea, as determined by the Director.

Affordable Policy
P-LU-34: All new residential development shall either:

1. cComply with the City’s Inclusionary Ordinance (Section 10.06.050 of the Livermore Development Code),; or,

2. Comply with an Alternative Affordable Plan approved by the City Council through a Development Agreement. The Alternative Affordable Plan shall meet the following requirements:
a. May only be considered within the Specific Plan Core area (Subareas 3a, 3b, and 3c); and

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b. Shall be, at a minimum, economically equivalent to the requirements of the Inclusionary Ordinance. The applicant shall demonstrate economic equivalence through reports, studies, or other analysis as determined by the Director.

The City’s Inclusionary Ordinance standards for the Specific Plan area are as follows: including at least 20 percent of units for each project shall be affordable (i.e., offered at below-market rates) in the Isabel Neighborhood. The affordable housing units for for-sale residential subdivisions must be sold to moderate- and median-income households. Of the total number of for-sale dwelling units (20 percent) set aside, at least five percent (5%) shall be reserved for sale to median-income households with the balance set aside for moderate-income households. Whenever the inclusionary requirement results in a fractional unit(s), the fractional unit(s) shall be combined to the nearest whole number and provided as median-income units.

1. For-Sale Units. A total of fifteen percent (15%) of all for-sale residential developments must be sold to low- and moderate-income households. Of the total number of dwelling units (15%) set aside, at least seven and one-half percent (7.5%) shall be reserved for sale to low-income households and at least seven and one-half percent (7.5%) for moderate-income households.

Whenever the inclusionary requirement results in an odd number of units, the majority of units shall be provided as low-income. Whenever the total number of affordable units required to be constructed includes a fraction of a unit, the payment of a proportional in-lieu fee shall satisfy that partial unit requirement.

Example: Calculation of the number of inclusionary units required for a 110-unit for sale residential development:

Required units reserved for moderate-income households: 110 units x 15% = 16.5 units Required units reserved for median-income households: 110 units x 5% = 5.5 units Combined fractional units: 0.5 unit + 0.5 unit = 1 unit Required units to be provided: Moderate-income households = 16 units Median-income households = 6 units
Example: Calculation of the number of inclusionary units required for a 112-unit-for-sale residential development:

Required units reserved for moderate income households: 112 units x 15% = 16.8 units Required units reserved for median-income households: 110 units x 5% = 5.6 units Combined fractional units: 0.8 unit + 0.6 unit = 1.4 units Required units to be provided: Moderate-income households = 16 units Median-income households = 6 units Remaining fractional unit to be paid in-lieu = 0.4 unit

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2. Rental Units. A total of twenty percent (20%) of all rental residential developments The affordable housing units for rental residential projects must be designated or reserved for rent to very-low-, low-, median, and moderate-income households. Of the total number of rental dwelling units (20 percent) set aside, at least six percent (6%) shall be reserved for rental to verylow income households, seven percent (7%) shall be reserved for rental to low income households four percent (4%) shall be reserved for rental to median-income households, and three percent (3%) shall be reserved for rental to moderate-income households. Whenever the inclusionary requirements result in a fractional unit(s), the fractional unit(s) shall be combined to the nearest whole number and provided as very low-income units. Whenever the total number of affordable units required to be constructed includes a fraction of a unit, the payment of a proportional in-lieu fee shall satisfy that partial unit requirement.

Example: Calculation of the number of inclusionary units required for a 110-unit rental residential development:

Required units reserved for very-low-income households: 110 x 6% = 6.6 units Required units reserved for low-income households: 110 x 7% = 7.7 units Required units reserved for median-income households: 110 x 4% = 4.4 units Required units reserved for moderate-income households: 110 x 3% = 3.3 units Combined fractional units: 0.6 unit + 0.7 unit + 0.4 unit + 0.3 unit = 2 units Required units to be provided: Very-low-income households = 8 units Low-income households = 7 units Median-income households = 4 units Moderate-income households = 3 units Example: Calculation of the number of inclusionary units required for a 112-unit rental residential development:

Required units for very-low-income households: 112 x 6% = 6.72 units Required units reserved for low-income households: 112 x 7% = 7.84 units Required units reserved for median-income households: 112 x 4% = 4.48 units Required units reserved for moderate-income households: 112 x 3% = 3.36 units Combined fractional units: 0.72 unit + 0.84 unit = 0.48 unit + 0.36 unit = 2.4 units Required units to be provided: Very-low-income households = 8 units Low-income households = 7 units Median-income households = 4 units Moderate-income households = 3 units Remaining fractional unit to be paid in-lieu = 0.4 unit
Under the City’s Inclusionary Ordinance, affordable housing units shall be built on site and integrated within new residential developments unless the City Council approves an alternative method of compliance. For projects that utilize land dedication as a compliance method, the dedicated land must

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be located within the Isabel Neighborhood area and equivalent in actual value to the affordable units it is replacing.

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ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT (DA) 22-001 WITH

ISABEL PORTOLA OWNER LLC, FOR THE ISABEL CROSSING PROJECT, THAT WOULD VEST DEVELOPMENT RIGHTS FOR 20 YEARS, PROVIDE FINANCIAL

CERTAINTY FOR THE APPLICANT, AND SECURE A RANGE OF COMMUNITY

BENEFITS FOR THE CITY OF LIVERMORE
CA 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 purpose.

On May 9, 2022, the City Council authorized staff to begin Development Agreement (“Agreement”) negotiations with Isabel Portola Owner, LLC (Harridge Development Group) (“Applicant”).

On September 22, 2022, the City of Livermore (“City”) received an application from the Applicant to develop the approximately 45-acre vacant parcel located at the southwest corner of the Portola Avenue and Isabel Avenue intersection with a mixed-use residential/ commercial development project.

On May 10, 2024, the City received an amended application from the Applicant for Vesting Tentative Tract Map (VTTM) 8659 – Subdivision (SUB) 22-008, Site Plan Design Review (SPDR) 24-003, Conditional Use Permit (CUP) 24-002, Consistency Determination (CD) 24-004, Master Sign Program Amendment (MSP) 24-001, Development Agreement (DA) 22-001, Development Code Amendment (DCA) 24-001, and Specific Plan Amendment (SPPA) 24-001 (collectively, the “Project”). The Project would develop vacant land located southwest of the Isabel Avenue and Portola Avenue intersection, implementing the Isabel Neighborhood Specific Plan (“Project”). The Project includes 1,299 residential units, including 363 units affordable to individuals and families of lower, median, and moderate incomes, approximately 90,000 square feet of groundfloor commercial, office, and amenity space, an approximately 1.5-acre neighborhood park with an additional approximately 0.5 acres of public plaza space, new bike lanes, street improvements, street trees, public art, and utility infrastructure. The residential units consist of for sale townhomes and duplexes and mid-rise rental apartments. The Project also includes a 20-year Development Agreement between the City and Developer, a new community facilities district to finance Project infrastructure, and Specific Plan amendments. The Project is seeking relief under state housing/streamlining laws.

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

Section 1. Authority. Pursuant to Government Code Section 65864 et seq., the City Council considers that certain document under City Application No. Development Agreement 22-001 and entitled “Development Agreement (DA) 22-001 for the Isabel 2301
ORDINANCE NO. ___
Crossing Project” (“Development Agreement”). The Development Agreement is attached hereto as Exhibit B.

Section 2. Recommendation. The Planning Commission held a duly noticed public hearing on July 2, 2024, to consider adoption of an ordinance approving the Development Agreement and by its Resolution No. 19-24, attached hereto as Exhibit A, recommended that the City Council adopt the ordinance and approve the Development Agreement.

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

Section 4. Environmental Review. The City Council has adopted Resolution No. [_________] adopting the Isabel Crossing Addendum to the Isabel Neighborhood Specific Plan Final Supplemental Environmental Impact Report (State Clearinghouse No. 2016042039), and finding that no subsequent or supplemental Environmental Impact Report is required, under the provisions of the California Environmental Quality Act (“CEQA”) per CEQA Guidelines section 15164.

Section 5. Consistency. Development Agreement 22-001 is consistent with the General Plan and the Livermore Development Code Chapter 9.04.

Section 6. Findings and Approval. The City Council has considered the findings made in Planning Commission Resolution No. 19-24, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein, and based upon the City Council’s own independent review of the Record Evidence and considerations, it adopts this Ordinance approving the Development Agreement.

Section 7. Signing Authority. The City Manager is hereby authorized to sign the Development Agreement, attached hereto as Exhibit B, on behalf of the City of Livermore.

Section 8. Publication and Effective Date. This ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the city of Livermore within 15 days after its adoption and shall take effect and be in force 30 days from and after its adoption.

Section 9. Filing. The Planning Manager is directed to file a Notice of Determination for the Isabel Crossing Addendum with the Alameda County Clerk.

Section 10. Recording. The City Clerk is directed to record the Development Agreement within 10 days after the effective date of the Development Agreement. 2302
ORDINANCE NO. ___
Section 11. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

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

The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

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

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

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DEVELOPMENT AGREEMENT (DA22-001) ISABEL CROSSING

DEVELOPMENT PROJECT IN THE ISABEL NEIGHBORHOOD SPECIFIC

PLAN AREA
This Development Agreement (“Agreement”) is entered into on , 2024, between the City of Livermore, a municipal corporation, (“City”) and ISABEL PORTOLA OWNER, LLC, a Delaware limited liability company qualified to do business in California (“Developer”). At timesin this Agreement, the City and the Developer are referred to individually as a “Party” and collectively as the “Parties” for certain terms, conditions, and responsibilities that benefit them or are owed by them to the other, either individually or collectively.

RECITALS
This Agreement is based on the following facts:

A. The City is authorized by California Government Code section 65864 et seq. (“Development Agreement Statutes”) and Livermore Development Code Chapter 9.04 to execute development agreements in order to vest certain rights in the Developer, and to meet certain public purposes of the local government, as set forth in those laws.

B. The Developer represents and warrants the following to the City, and City has relied upon such representations for this Agreement, as of the Effective Date:
(1) Organization. The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and qualified to do business in California, with full power and authority to conduct its business as presently conducted and to execute, deliver, and perform its obligations under this Agreement.
(2) Authorization. The Developer has taken all necessary action to authorize its execution, delivery and, subject to any conditions set forth in this Agreement, performance of the Agreement. Upon the Effective Date of this Agreement, this Agreement shall constitute a legal, valid, and binding obligation of the Developer, enforceable against the Developer in accordance with its terms.

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City Clerk
City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
No fee for recording pursuant to
California Government Code Section 27383

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(3) No Conflict. The execution, delivery and performance of this Agreement by the Developer does not and will not conflict with, or constitute a violation or breach of, or constitute a default under (i) the charter or incorporation documents of Developer, (ii) any applicable law, rule or regulation binding upon or applicable to the Developer, or (iii) any material agreements to which the Developer is a party.

C. The Developer is the owner of the property comprised of approximately 46 acres of undeveloped land located at the southwest corner of Isabel Avenue and Portola Avenue in the City of Livermore, County of Alameda, County Assessor Numbers 903-0010-054-00l; 903-0010-053- 00; 903-0010-052-00; 903-0010-047-00; 903-0010-046-00; 903-0010-048-00; 903-0010-049- 00; 903-0010-050-00; 903-0010-051-00; 903-0010-037-02; 903-0010-035-01, more particularly described in Exhibit A, attached hereto and incorporated herein by reference (“Property”).

D. The Property is located within the Isabel Neighborhood that is identified in the City’s Isabel Neighborhood Specific Plan (“INSP”). The INSP establishes the regulatory framework guiding private and public development and redevelopment within the Isabel Neighborhood planning area until 2040. The INSP planning area covers 1,138 acres that are located in the northwest part of the City. The objectives of the INSP include: create a safe, vibrant, complete neighborhood that includes amenities for residents, workers, and students; ensure new development that is compatible with existing development and community character; support transit ridership and citywide goals for increased transportation options, housing choices, and economic vitality; and support the Valley Link project through development of a complete neighborhood. The complete neighborhood envisioned by the INSP has a complete mix of housing, commercial and office uses, and community uses that provide residents and workers with easy well-connected access to everyday services such as grocery stores and restaurants. The INSP contains a subarea diagram, Figure 2-3, (“INSP Subarea Diagram”) that identifies the plan’s subareas and corresponding land uses for property owners to use as a tool to prepare master plans for those subareas, with density averaged and land uses distributed across the subarea rather than at the parcel level, which is attached hereto as Exhibit K.

E. The Property is identified as subareas 3b and 3c within the INSP. Subareas 3b and 3c are planned by the INSP for a mix of uses, predominantly focused on higher density mixedincome residential uses with robust affordable housing requirements. Subareas 3b and 3c also include a neighborhood park and other public open space and recreational areas, in addition to focused commercial and retail uses. The INSP encourages developers to create “Master Plans” for different residential subareas to promote efficient and orderly development.

The Developer proposes to develop the Property into a mixed residential and commercial development consisting of approximately 1,299 dwelling units, approximately 75,000 square feet of commercial uses along a new commercial main street, public open space uses and amenities including a neighborhood park, community center, and public bike paths. The 1,299 dwelling units provided by the project include 363 new covenanted affordable units of which 178 will be provided as Low and Very Low Income affordable rental units, 128 Moderate- and Median-Income affordable units, and 57 Moderate and Median Income for-sale units. The Project’s residential uses are provided within townhomes, multi-family apartments, and stacked flats provided with a variety of product types and sub-types. The Project also provides over two acres of neighborhood park and public recreational spaces, public plazas, public meeting places, and a location for a new access point for the future Valley Link Isabel Train Station. The project will also provide new streets, street lighting,

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landscaping, and other public infrastructure and improvements as described herein and in the conceptual land use plan attached as Exhibit B (“Project”).

F. The Project furthers the INSP’s goal to provide approved higher-density residential and other approved uses in an efficient and orderly manner and provides a master plan for INSP subareas 3b and 3c by creating nineteen (19) distinct planning areas (“Master Planning Areas”), which are also depicted in Exhibit B, hereto. The Master Planning Areas proposed for the Project include a wide variety of higher density mixed-income housing product types and sub-product types and designs, in addition to park and public open space areas and commercial uses, and include the following, as further depicted on Exhibit B:

INSP
Subarea
Planning
Area
Project Description
3b N1 5.18 acres with 94 3-story attached and 4 3- story detached townhouse-style residences.
3b N2 3.08 acres with 54 3-story attached and 2 3- story detached townhouse-style residences
3b N3-A 1.89 acres with 40, 3-story attached townhousestyle residences 3b N3-B 1.50 acre Neighborhood Park
3b N3-C 0.45 acres planned for a Recreation Center
3b C1-A 2.89 acres with 62 3-story attached townhousestyle residences 3b C1-B 1.49 acres with 114 multi-family apartment
units, 50% of which shall be deed restricted as
Median Income Rental Units and 50% of which
shall be deed restricted Moderate Income Rental
Units and 18,992 square feet of commercial
uses, inclusive of a public plaza
3b C1-C 0.17 acre Pocket Plaza
3b C2-A 1.72 acres with 116 stacked flat condo units, 15 of which shall be deed restricted as For Sale
Moderate Units and 20,719 square feet of
commercial uses inclusive of a public plaza
3b C2-B 0.99 acres with 16 3-story attached and 1
detached townhouse-style residences
3b C2-C 0.19 acre Pocket Plaza

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3b C3 1.88 acres with 45 3-story attached townhousestyle residences 3b C5 3.79 acres with 84 3-story attached townhousestyle residences 3b TS 0.22 acre Town Square
3b S1 2.55 acres with 172 stacked flat condo units 20
of which shall be deed restricted as For Sale
Moderate Units and 23,924 square feet of
commercial uses
3c S2 3.36 acres with 102 3-story attached
townhouse-style residences
3c S3-A 1.12 acres with 114 multi-family apartment
units all deed restricted as Lower Income
Housing Rental Units
3c S3-B 1.38 acres with 200 multi-family apartment
units, 40 of which shall be dedicated as
affordable multi-family rental housing units
consistent with the applicable requirements of
the City’s Inclusionary Housing Ordinance
3c S4 1.33 acres with 41 3-story attached townhousestyle residences, 10 of which shall be deed restricted as For Sale Moderate Units
G. The Developer has submitted an application to the City of Livermore for the following entitlements (“Entitlements”) for the Project, including Development Agreement (DA22-001) for this Agreement, as required under the Livermore Development Code to be vested in accordance with the Agreement subject to their conditions of approval:
• Vesting Tentative Tract Map 8659 (SUB22-008)
• Conditional Use Permit 24-002
• Site Plan Design Review 24-003
• Specific Plan Amendment 24-001
• Consistency Determination (CD) 24-004
• Master Sign Program Amendment (MSP) 24-001
• Development Code Amendment (DCA) 24-001
The Parties recognize the difficulty of predicting the precise timing and sequencing of all Project development, but also recognize the importance of ensuring that key Project elements are delivered in a sequence that meets the needs of the City and the public. The intent of the Parties is to ensure

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the Project proceeds with reasonable diligence while providing the necessary flexibility for the Developer to respond to economic conditions and development opportunities, engage with future partners, lenders and builders, and go through the permitting process for the full buildout in a feasible, commercially reasonable manner. To achieve these purposes, this Agreement establishes certain sequencing parameters that ensure that key Project elements including infrastructure, commercial uses, parks, and affordable housing units are delivered in an orderly and logical manner, while also providing the Developer sufficient flexibility to respond to market conditions and development opportunities to ensure the successful buildout of the Project as a whole.

H. Reserved
I. Reserved
J. This Agreement will promote and encourage the development of the Project by providing the Developer and its creditors with a greater degree of certainty of the Developer's ability to expeditiously and economically complete the development effort for the Project, and the parties agree that the consideration to be received by the City pursuant to this Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and the Developer. By entering into this Agreement, the City desires to allow the Developer to design, apply for, and if approved to develop the Project pursuant to this Agreement, the land-use ordinances, rules, regulations and policies applicable on the “Effective Date,” as defined in Section 3 below, and to vest in Developer, to the fullest extent possible under the law, all possible development entitlements in order to complete the Project.

K. The Project and the terms and conditions in this Agreement have been extensively reviewed and considered by the City and its officers, agencies and departments. That proposed use has been found to accommodate the City's recommendations and suggestions in order to protect the public's interest and to enhance the desirability, from the public's perspective, of the Project.

L. The City Council has also found that the Project and this Agreement are in the public interest and will provide substantial public benefits and help attain certain public objectives without limitation: (i) providing affordable housing to families and individuals; (ii) increasing the number of community parks and plazas for public recreation and discourse; (iii) providing improved bike lanes with increased safety; (iv) enhancing pedestrian and bicycle connectivity; (v) expanding the urban forest and providing carbon sequestration; (vi) providing commercial development to reduce food deserts and providing commercial activity to meet City and Regional goals; (vii) providing the City with additional revenue in the form of increased real property taxes and sales tax; (viii) providing a land use compatible with the physical nature of the project site and the surrounding area; and (ix) is in the public’s interest.

M. As required by Government Code section 65867.5(c), the City Council has also found the provisions of this Agreement are consistent with the City’s General Plan and the INSP.

N. The City conducted duly noticed public hearings on this Agreement pursuant to Government Code section 65867 and Livermore Development Code sections 9.04.040 and 9.04.050 and found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the City’s General Plan and Livermore Development Code.

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O. This Agreement was adopted by ordinance of the City Council on , 2024, and approved upon a second reading on , 2024, after notice and public hearings before the Planning Commission and City Council, and after City Council adoption/approval/certification of the Isabel Crossing and Not Net Loss Specific Plan Amendment Project EIR Addendum, CEQA Guidelines Section 15182 Exemption, and/or streamlining via CEQA Guidelines Section 15183 and the Final SEIR certified for the INSP and the Mitigation, Monitoring, and Reporting Program approved for the INSP, all in accordance with the California Environmental Quality Act, Public Resources Code section 21000 et seq.

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

1. The Property. The Property which is the subject of this Agreement is described in Recital C above and Exhibit A, attached hereto.

2. The Project. The Project is described in Recitals E and F above, and Exhibit B, for a mixed residential and commercial development.

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

4. Term. The duration of this Agreement is for a term of twenty (20) years, commencing on the Effective Date, and terminating on its anniversary date twenty (20) years later (“Term”).

The term may be amended or extended as set forth in Section 12 and consistent with the Development Agreement Statutes and the Livermore Development Code by the written consent of the Parties; or, (ii) as set forth in Section 13. If the Agreement is not amended, extended, terminated, or cancelled as set forth in either Section 12 or Section 13 consistent with the Development Agreement Statutes and the Livermore Development Code, then this Agreement shall terminate on its 20th anniversary date without further action by the Parties.

5. Definitions. In addition to the terms defined elsewhere in this Agreement, Exhibit H contains defined terms that apply to this Agreement and to all Exhibits.

6. Exhibits. The following exhibits are attached to and incorporated into this Agreement:

Exhibit A: Legal Property Description
Exhibit B: Development Plans
Exhibit C: Master Project Infrastructure Timing, Repair and Replacement and Impact Fee Special Provisions

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Exhibit D: Affordable Housing
Exhibit E: Commercial Uses
Exhibit F: City Fee Schedule
Exhibit G: Form of Estoppel Certificate
Exhibit H: Definitions
Exhibit I: Fee Creditable Improvements
Exhibit J: Community Facilities District (CFD) Provisions Exhibit K: INSP Figure 2.3, Subarea Diagram
Exhibit L: Core Vested Regulations
Exhibit M: Reserved
Exhibit N: Reserved
Exhibit O: Affordable Housing Template Agreement
Exhibit P: Public Art
Exhibit Q: Financial Contributions
Exhibit R: Law Enforcement Assets
Exhibit S: Proposed CFD Eligible Infrastructure

7. Vested Development Rights. As set forth in this Agreement, and during the term of this Agreement, the Developer has the right to develop and use the Property in accordance with the approved Project Approvals for the Project identified in Exhibit B and the following that regulate the uses for the Property, including its density and intensity of use, height and size of buildings, and the provisions for the reservation and dedication of land for public purposes, all as required by Government Code section 65865.2 for this Agreement:
a. The City’s General Plan, Isabel Neighborhood Specific Plan, and the Livermore Development Code in effect on the Effective Date. For reference, the INSP Land Use Designation from the General Plan, and the Land Use Map and Development Standards from the Isabel Neighborhood Specific Plan are attached hereto as Exhibit L (“Core Vested Regulations”).
b. In addition, all other City policies, ordinances, resolutions, rules, regulations and standards applicable to development or use of the Property on the Effective Date, except that Developer shall:
i. Pay the processing and development impact fees that are in effect and

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applicable citywide at the time the fees are paid by Developer to City.

Payment for said fees shall be made when the City issues any building permits for the Project. As provided in Section 8(e) the Developer is not required to pay any new development impact fees enacted after the Effective Date unless they qualify as a Permitted Change in Applicable Regulations, but for those development impact fees enacted by the City on or before the Effective Date and identified in Exhibit F (City Fee Schedule”) the Developer shall pay the corresponding amount for those fees that are in effect on the date the fees are paid;
ii. Comply with Building Code requirements that are in effect and applicable citywide at the time when the permits for building construction are issued by the City;
iii.Comply with construction and technical building standards or specifications for public improvements that are in effect and applicable citywide at the time when the permits for public improvement construction are issued by the City; iv. Comply with changes in City laws, regulations, plans or policies applicable citywide, that are found by the City Council, based on substantial evidence, to be necessary to protect members of the public from a condition dangerous to their health or safety;
v. Comply with a change in City law, regulations, plans or policies that is one or more of the following:

1. Specifically mandated by state or federal law, or by any regional governmental agency that has legal authority over the City under state law or a joint powers agreement; or

2. A result of or in response to state or federal law, or regional agency action, made necessary in order for the City to avoid losing or not receiving substantial funding or other substantial public benefits or facilities that would be available to the City only if it makes such a change; or

3. Specifically mandated by, or necessary for compliance with or implementation of the terms of any permit, entitlement or other authorization necessary for the development of the Property issued or granted to the City, County and/or
Developer by any federal, state or regional agency; and,

4. Comply with the Project conditions of approval, including all required mitigation measures from subsequent environmental review associated with, for all subsequent Project approvals that are consistent with this Agreement (“Subsequent Project Approvals”).
c. Developer acknowledges pursuant to and consistent with Government Code section

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65866, this Agreement does not prevent the City in subsequent actions applicable to the Property, from applying new rules, regulations, and policies which do not conflict with the rules, regulations, and policies applicable to the Property as set forth herein, nor shall this Agreement prevent the City from denying or conditionally approving a subsequent development project application on the basis of these existing or new rules, regulations, and policies.
d. Developer further acknowledges that execution of this Agreement by the City does not constitute approval of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation, and approval process in accordance with the limitations set forth herein.
e. City agrees that Developer, in Developer’s sole discretion may reconstruct the Project, or any portion thereof, within the Term of this Agreement should it become necessary or desirable due to natural disaster, changes in seismic requirements, acts of God, acts of terrorism, or damage to work in progress by reason of fire, floods or other casualties, commercial infeasibility, or functional obsolescence. Any such reconstruction shall be subject to the Core Vested Regulations, and shall comply with the Project Approvals or subsequent Project Approvals, as applicable to the Project of portion thereof to be reconstructed, and shall comply with the technical building codes existing at the time of such reconstruction.

8. Developer Obligations.
a. The Developer agrees to all the terms, conditions, and covenants in connection with the Project that are set forth in the conditions of approval for the Entitlements as well as the Subsequent Project Approvals.
b. Subsequent to the approval of the Vesting Tentative Tract Map 8659 the Developer will record large lot Final Maps for all Master Planning Areas in accordance with the requirements of the Subdivision Map Act (California Government Code section 66410, et seq.) and the Livermore Development Code. Following any transfers of Master Planning Areas to successors who would construct the Planning Areas in accordance with the terms of this Agreement, said successors would prepare in-tract improvement plans and record small lot Final Maps or Condominium Maps for the respective Planning Areas.
c. As required by the Livermore Development Code and the Subdivision Map, the City’s approval of Vesting Tentative Tract Map 8659 is conditioned upon the Developer constructing improvements and making dedications to the City to ensure the parcels created:
i. Are provided with adequate public services and utilities, including any appropriate cable television services, to meet the needs of future residents or users;
ii. Are of adequate design in all respects in compliance with this Development Code;

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iii. Act to mitigate any potential environmental impacts specified in the Environmental Impact Report (EIR) or by other means; and iv. Provide for proper grading and erosion control, including the prevention of sedimentation or damage to off-site property.
d. Developer shall provide adequate security for all public improvements required by Vesting Tentative Tract Map 8659 (“Master Project Infrastructure”) when acquiring the City’s approval for said map, and then prior to the issuance of any building permit as set forth in Exhibit C, Timing and Processing, construct such Master Project Infrastructure. Nothing in this Agreement shall prevent Developer from transferring the Developer obligations herein to a third-party developer or builder, in accordance with Section 10. To the extent any provision of this Agreement conflicts with the Conditions of Approval for the Vesting Tentative Tract Map, the Conditions of Approval shall control. (BIA v. Patterson (2008) 162 Cal.App.4th 1068.)
e. Developer shall pay all applicable fees as set forth in Section 7(b)(1) in the amounts that are in effect when the payment is made. A copy of the processing and development impact fees applicable on a citywide basis are attached as Exhibit F (“City Fee Schedule”.) The amount specified for each processing and development impact fee reflects the amount in effect as of the Effective Date and are simply included for reference, and the Developer shall pay the amount corresponding to those fees that are in effect when the payment is made. Unless new Development Impact Fees that are adopted by the City after the Effective Date validly qualify as a Permitted Change in Applicable Regulations, they shall not apply to the Project or to the development of the Project, and shall not be a payment obligation of Developer, without Developer’s prior written consent.
f. Developer shall use good faith efforts to the maximum extent allowed by law to require all persons and entities providing bulk lumber, concrete, structural steel and pre- fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or incorporated into, the Project, to: (a) obtain a use tax direct payment permit; (b) elect to obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($5,000,000) or more; or (c) otherwise designate the Property as the place of use of material used in the construction of the Project in order to have the local portion of the sales and use tax distributed directly to the City instead of through the county-wide pool. Developer shall instruct each of its subcontractors to cooperate with the City to ensure the full local sales/use tax is allocated to City. To assist City in its efforts to ensure that the full amount of such local sales/use tax is allocated to the City, Developer shall:
i. Provide City with an annual spreadsheet, which includes a list of all subcontractors with contracts in excess of the amount set forth above, a description of all applicable work, and the dollar value of such subcontracts.

City may use said spreadsheet to contact each subcontractor who may qualify for local allocation of use taxes to the City.

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ii. Include in all contracts with a general contractor, project manager for construction, and all subcontractors the following language:
“The Developer is requiring that all contractors and subcontractors on the jobsite participate in directing local tax to the City of Livermore wherever possible and consistent with legal requirements. This direction is not expected to increase the contractor’s tax liability; however, it will increase the percentage amount of tax revenue the City will receive. The Developer is requiring that the contractors and subcontractors work together with the City officials and consultants to achieve an equitable outcome.

The Developer will require that the contractors and subcontractors exercise their option to obtain a California Department of Tax & Fee Administration construction site sub permit for the jobsite and allocate all eligible use tax payments to the City of Livermore. Prior to any construction on-site, the Developer will require that the contractor and subcontractor provide the City of Livermore with either a copy of their sub-permit that shows their CDTFA account number or a signed statement that sales and use tax does not apply to their portion of the project. The Developer will provide the City and their consultant with a list of subcontractors associated with the project.” g. The precise timing and sequencing of Project development is influenced by numerous factors such as market orientation and demand, interest rates, absorption, completion, and other economic and practical factors, some of which are not within the Developer’s control. Nevertheless, the Developer understands the INSP’s need for the Developer to deliver certain key Project elements to the City and the Livermore community as part of the consideration for this Agreement to ensure the development of a complete neighborhood contemplated by the INSP for residential and commercials places for residents and workers and easy well-connected access to everyday services. Therefore, the Developer agrees to all the terms, conditions, and covenants for the Project that are set forth in the Entitlements and the below Exhibits, and further agrees to construct and complete the following Project elements consistent with the schedule and/or sequencing for performance for each as set forth in corresponding Exhibits.
h. The City has extensively reviewed the terms and conditions of this Agreement and, in particular, has specifically considered and approved the impact and benefits of the Project upon the regional welfare. The terms and conditions of this Agreement have been found by the City to be fair, just, and reasonable, and to provide appropriate benefits to the City. This Agreement and the pursuit of the Project will serve the best interests, and the public health, safety, and welfare of the residents and invitees of the City and the general public. This Agreement will help ensure a desirable and functional community environment; provide effective and efficient development of public facilities, infrastructure and services in the vicinity of the Property; help maximize effective utilization of resources within the City, increase City tax revenues; and provide other substantial public benefits to the City and its resident by achieving the goals and purposes of the Government Code, the General Plan, the INSP and Livermore Development Code, which particular benefits include, without

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limitation: (i) the development of a mixed-use multi-family housing development with significant dedicated affordable housing, including for-sale affordable units; (ii) provision of new housing that helps meet State and regional housing production goals; (iii) provision of substantial public revenue in the form of impact fees and increased real property and sales tax; (iv) the provision of a land use compatible with the physical nature of the Property and the surrounding area; (v) new infrastructure for alternative transportation including dedicated bicycle lanes, and other public improvements; and (vi) financial contributions from Developer to the City’s Social Opportunity Endowment Fund, Community Benefit Fund, and Springtown Open Space Improvements. The community benefits of the Agreement are set forth further in the below Exhibits. The Developer agrees to all the terms, conditions, and covenants in connection with the Project that are set forth in the following Exhibits:
i. Exhibit C Master Project Infrastructure and Site Improvements sets for the infrastructure improvement requirements and the timeframes in which the Developer shall complete them.
ii. Exhibit D Affordable Housing Obligations sets forth the Developer’s obligations for construction of affordable housing within the Project site. iii. Exhibit E Commercial Uses sets forth the Developer’s obligations for constructing a Temporary Commercial Activation site and for making a good faith effort to enter into lease agreements for specified commercial uses within the Project site.
iv. Exhibit J Community Facilities District (CFD) Provisions sets forth the Developer’s obligations with respect to formation of a New Facilities CFD and Maintenance CFD.
v. Exhibit P Public Art sets forth the Developer’s obligations to prepare a comprehensive Art Master Plan that covers the entire project site and provides for how the Developer’s Public Art obligation for the project will be met.
vi. Exhibit Q Financial Contributions sets forth cash contributions the Developer shall pay, in addition to other consideration provided by Developer for this Agreement, to the Social Opportunity Endowment Fund, Community Benefit Fund, Public Art Fund, and to City Park Improvements.
i. The City and Developer shall enter into an Affordable Housing Agreement, the form of which is attached hereto as Exhibit O.
j. As permitted by Government Code section 65865.2, Developer shall commence and complete the “Master Project Infrastructure” as set forth in Exhibit C. k. The Developer and any Successor(s) shall construct the Project in accordance with this Agreement and the Project Approvals for the Project identified in Exhibit B, including with respect to the approved architectural design, landscape design, site design, residential density, non-residential FAR and coverage, and any other design

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feature, or development standard, subject to the Subsequent Approvals provisions, below.

9. City Obligations.
a. City agrees to all the terms, conditions, and covenants in connection with the Project that are set forth in the conditions of approval for the Entitlements as well as the Subsequent Project Approvals.
b. Subsequent Approvals for the Project
i. In connection with any future discretionary City approvals required by code for the Project, including approvals that only apply in one or more Planning Areas described in Recital F and depicted in Exhibit B, without limitation, Site Plan Review and Design Review (collectively “Subsequent Approvals”), if the Director or his or her designee determines that the request for a Subsequent Approval for Site Plan Review or Design Review substantially conforms with Exhibit B, the Site Plan Review or Design Review approval may be issued by the Director on behalf of the City in accordance with Livermore Development Code Section 9.07.030.B. Otherwise, the Director may refer a Site Plan Review or Design Review Subsequent Approval request to the Planning Commission. The City shall accept for processing and timely review and act on all applications for Subsequent Approvals in as expeditious a manner as is reasonably possible.
ii. The City acknowledges that Developer may require minor adjustments to the configuration or size of individual lots or parcels within a Planning Area in the VTTM, or infrastructure elements depicted thereon, to be modified from that shown on the VTTM in any Final Maps, which may be necessitated by changes occasioned by the final permitting and design of a Planning Area within the Project that would come after this Agreement. To facilitate development of the Project, the Parties agree that the size and configuration of the proposed lots or parcels and dimensions and/or locations of improvements within a Planning Area may be so adjusted at the Developer’s discretion, subject to the provisions of and the approvals required by the Subdivision Map Act and the Livermore Development Code, and provided that the aggregate total density and intensity of the Project Site are not increased, and the permitted uses and design thereon are not substantially modified from those provided in the Project Approvals, and the parcels and lots and improvements thereon are in accordance with the Applicable Rules that apply to project upon approval including but not limited to INSP, Citywide Design Standards and Guidelines, Development Code and Municipal Code regulations., including without limitation, all minimum lot size, lot configuration, set-back and construction standards set forth therein. iii.If the Director or his/her designee finds that a proposed amendment or modification to the Project or any portion thereof does not conflict with any material terms of this Agreement, Applicable Law, and state law requirements, the amendment shall be determined to be an “Administrative

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Project Amendment” and the City Manager, the Director, or a designee may approve the Administrative Project Amendment on behalf of the City without notice and public hearing. The Parties herein agree and recognize that this assessment by the City is objective in nature and therefore an Administrative Project Amendment shall be a ministerial agency approval.

1. Without limiting the generality of the foregoing, lot line adjustments, minor increases or decreases in the intensity, scale or scope of the Project, minor alterations in vehicle circulation patterns or vehicle access points, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, minor variations in the location of structures that do not substantially alter the design concepts of the Project, swapping out of building materials for replacement materials with similar appearance and quality, variations in the location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Project, and minor adjustments to the Project or Property legal description shall be treated as Administrative Project Amendments.
iv. The Developer reserves the right to apply to the City for permits to develop portions of the Project in a manner which may be materially inconsistent with the Project as described herein and approved with the Project Approvals (“Major Project Modifications”). In such event, such portion of the Project shall be reviewed pursuant to the rules, regulations, and procedures of the City in effect at the time the Developer makes application to the City for such Major Project Modifications, including, without limitation, at the City’s discretion, to require an amendment to this Agreement or a new development agreement for the affected portions of the Project. Nothing herein shall be interpreted to require the City to approve a Major Project Modification. v. As a result of constructability or financing issues, the Developer may reduce the quantity of Project residential units as follows, as approved by the Director:

1. Planning Areas S1 and C2-A. The Developer or any
Successor(s) may reduce the quantity of units in Planning Areas S1 and C2-A, if the following findings can be made:

A. The Project shall provide a density of at least 50
dwelling units per acre in Planning Areas S1 and C2-
A.

B. The Project shall provide at least 1,236 total housing units, which is collectively the minimum required in
Isabel Neighborhood Specific Plan Subareas 3b and
3c.

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C. The quantity and affordability levels of all affordable housing units in all Planning Areas shall remain as
described in this Agreement and the Project Plans
(Exhibit B) and shall not be reduced or diminished.

2. All Other Planning Areas. The Developer or any Successor(s) may reduce the quantity of units in any other Planning Area, if the following findings can be made:

A. The quantity of units to be reduced in any Planning
Area shall not exceed five percent (5%) of the total
quantity of approved units for that Planning Area.

B. The Project shall provide at least 1,236 total housing units, which is collectively the minimum required in
Isabel Neighborhood Specific Plan Subareas 3b and
3c.

C. The quantity and affordability levels of all affordable housing units in all Planning Areas shall remain as
described in this Exhibit and the Project Plans (Exhibit B) and shall not be reduced or diminished.

D. The building footprints, architectural style, and
exterior design of each building shall substantially
conform to the Project Plans (Exhibit B) and shall not
be modified unless approved by the City under this
Section of the Agreement.
vi. The City has conducted extensive environmental review of the Project and has certified an Environmental Impact Report, a Supplemental Environmental Impact Report, and an Addendum that fully analyze the potential environmental impacts of the Project consistent with the requirements of CEQA. The City intends that future discretionary approvals for the Project, to the fullest extent permitted by law, shall be subject to CEQA’s subsequent review provisions under Public Resources Code, Section 21166 and CEQA Guidelines, Sections 15162 and 15164, whereby any additional environmental review for such future discretionary approvals shall only be required where “major revisions” to the prior EIRs for the Project are required, as defined by CEQA.
c. Community Facilities District

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i. The Property, or a portion thereof, is located within City of Livermore Community Facilities District No, 2016-2 (the “Existing CFD”). In accordance with this Section 9(c), and the Community Facilities District Financing Parameters set forth in Exhibit J attached hereto, Developer desires to form a new Community Facilities District with respect to the Project (the “New Facilities CFD”) for the Property pursuant to the Mello Roos Community Facilities Act of 1983, California Government Code, Sections 53311 et seq., as the same may be amended from time to time, (“Mello Roos Act”), that, among other things, refunds a portion of the outstanding bonds of the Existing CFD, and pays the prepayment penalty for those bonds, in accordance with Section 53313.5(g) of the Mello Roos Act, thereby allowing for the release of the lien of the Existing CFD from the Property, and finances all of the facilities and improvements and fees described in Exhibit J, attached hereto (the “Community Facilities District (CFD) Provisions”) and Exhibit S, attached hereto (the “Proposed CFD Eligible Infrastructure”). ii. At such time during the term of this Agreement as Developer submits a written request to the City Manager to establish the New Facilities CFD, the City Manager shall notify Developer whether the City is willing to establish the New Facilities CFD in accordance with Section C of Exhibit J or prefers the Developer to work with a joint powers authority to establish the CFD in accordance with Section D of Exhibit J, provided, however, that, at Developer’s election, Developer shall have the right to pursue the adoption of a CFD with a joint powers authority instead of the City. iii. The Developer and the City will cooperate to provide for annexation of the Property to the Isabel Maintenance CFD (as defined in Exhibit J) in accordance with Section B of Exhibit J.
d. Upon satisfaction of all Developer’s and the subsequent owners’ obligations related to the Property, or a portion of the Property, the City shall record a Notice of Termination for each affected parcel in a form satisfactory to the City Attorney in the Office of the Alameda County Recorder.
e. The City shall refund Developer Transferable Development Credits and Traffic Impact Fees as required pursuant to Exhibits C, E, and I.

10. Binding Effect; Recordation; Assignment.
a. This Agreement is binding upon, and the benefits of the Agreement shall inure to, all successors in interest to the Parties to this Agreement as set forth in Government Code section 65868.5
b. This Agreement shall:
i. be recorded in the office of the County Recorder;
ii. run with the land; and, shall

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iii. be binding upon and inure to the benefit of the heirs, administrators, assigns, executors, and successors in interest and in title to the Property and all portions thereof.
c. Every contract, deed, or other instrument hereafter executed covering or conveying a portion of the Property shall be held conclusively to have been executed, delivered and accepted subject to the covenants and restrictions in this Agreement, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly terminates the Agreement as to the portion of the Property transferred as set forth in Section 13.
d. Developer shall have the right to sell, transfer, or assign the Property or any portion or Planning Area thereof (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code, Sections 66410, et seq., as the same may be amended from time to time) to any person, partnership, joint venture, firm, or corporation at any time during the Term of this Agreement, together with the rights granted to and obligations imposed upon the Property pursuant to this Agreement and as set forth in Section 15. Developer shall give, prior to closing on any such transfer, written notice to the City of its intention to assign or transfer any of its interests, rights or obligations under this Agreement and a complete disclosure of the identity of the assignee or transferee, including copies of the Articles of Incorporation in the case of corporations and the names of partners in the case of partnerships. Any failure by Developer to provide said notice shall be curable in accordance with the provisions of Section 20. Any successor to Developer that owns or otherwise holds a controlling property interest and is assigned rights, obligations and requirements under this Agreement for only a portion of the Project or a Planning Area(s) that is less than the entire Property shall only have the rights, obligations and requirements of this Agreement that are, by its express terms, applicable to the Planning Area(s) or portions thereof of the Project owned or otherwise controlled by that successor of Developer.
e. Subject to the notice requirements herein, where the Developer sells or otherwise transfers title to any portion of the Property that includes Master Project Infrastructure, as described in Exhibit C (“Master Project Infrastructure Timing, Repair and Replacement and Impact Fee Special Provisions”), that subsequent owner and Developer shall be jointly and severally liable for any obligations under this Agreement as to that portion of the Property, unless Developer is released by City, which release shall not be unreasonably withheld, so long as the subsequent owner provides City with security equivalent to any security previously provided by Developer to secure performance of its obligations hereunder, if any.
f. Subject to the notice requirements herein, where the Developer sells or otherwise transfers title to any portion of the Property that includes one or more Planning Areas but does not include Master Project Infrastructure, so long as the subsequent owner provides City with security equivalent to any security previously provided by Developer to secure performance of its obligations hereunder, if any, City shall release Developer from any further obligations or requirements under this Agreement with respect to the construction of improvements within those transferred Planning Areas.

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g. The provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property for the benefit thereof and as a burden thereon, and the burdens and benefits hereof shall bind and inure to the benefit of all assignees, transferees, and successors to the Parties hereto.

11. Mortgagee Protections.
a. Developer shall have the same right to encumber Developer’s right, title and interest in, to and under this Agreement and the Property that Developer would have absent this Agreement, pursuant to one or more Mortgages, provided that each such Mortgage is given for the purpose of securing funds to be used for financing the acquisition of the Property or any portion thereof, the construction of improvements thereon, and any other expenditures reasonably necessary and appropriate to develop the Property.
b. Except as otherwise set forth herein, all of the provisions contained in this Agreement shall be binding on and for the benefit of any person who acquires title to the property or any portion thereof by foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or expiration or other involuntary transfer under a Mortgage. c. The City hereby agrees to cooperate in including in this Agreement by suitable amendment from time to time any provision which may reasonably be requested by any proposed Mortgagee for the purpose of allowing such Mortgagee reasonable means to protect or preserve the lien and security interest of the Mortgage hereunder as well as such other documents containing terms and provisions customarily required by Mortgagees (taking into account the customary requirements of their participants, syndication partners or ratings agencies) in connection with any such financing. The City agrees to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effectuate any such amendment; provided, however, that any such amendment shall not in any way materially adversely affect any rights of any Party under this Agreement. If there is any conflict between this Section and any other provision contained in this Agreement, this Section shall control. Nothing herein is intended to or shall require the City to approve any amendments to this Agreement unrelated to what is reasonably necessary to enable a Mortgagee to appropriately protect its lien or security interest, nor shall the City be required to take any action that may risk the priority of this Agreement as an encumbrance against the Property through the Term of this Agreement.
d. If the City receives notice from a mortgagee requesting a copy of any notice of default given hereunder and specifying the address for services thereof, and the said mortgagee has recorded a copy of such request in the official records of Alameda County in the manner required under Civil Code, Section 2924b with respect to Requests for Notices of Default, then the City shall deliver to such mortgagee, concurrently with service thereon to the applicable Party, any notice given to the Party with respect to any claim that such Party has not complied in good faith with the terms of this Agreement or has committed an event of default. Each mortgagee shall have the right, but not the obligation, for a period of ninety (90) days after the

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receipt of such notice to cure or remedy, or to commence to cure or remedy, the claimed default or act of noncompliance set forth in the notice. If the default is of a nature which can only be remedied or cured by such mortgagee upon obtaining possession, such mortgagee may, but is not obligated to seek to obtain possession with diligence and continuity through foreclosure, a receiver or otherwise, and may, but is not obligated to, thereafter remedy or cure the default or noncompliance within thirty (30) days after obtaining possession. If any such default or noncompliance cannot, with diligence, be remedied or cured within such thirty (30) day period, then such mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such mortgagee commences that cure during such thirty (30) day period, and thereafter diligently pursues and completes such cure.

12. Amendment or Extension. As set forth in Development Agreement Statutes, including Government Code section 65868, this Agreement may be amended by the Parties, including amendments of, or extensions to, the Term set forth in Section 4 consistent with the procedures set forth in the Development Agreement Statutes and the Livermore Development Code, as they are amended from time-to-time. Developer shall send to the City a notice specifying the requested amendment or extension, and obtain the City’s written consent, before submitting an application to the City to amend or extend this Agreement pursuant to the procedures set forth in the Development Agreement Statutes and the Livermore Development Code.

13. Cancellation; Termination.
a. This Agreement may be canceled or terminated, in whole or in part, as follows:
i. By formal application by any Party to cancel or terminate this Agreement as set forth in and as is consistent with the Development Agreement Statutes, including Government Code section 65868.
ii. Upon the occurrence of any of the following events:

1. Expiration of this Agreement’s Term pursuant to Section 4;

2. The release of the Developer, or a portion of the Property, from this Agreement as set forth in Sections 10(d) through 10(f), which cancellation or termination shall only be as to the Parties and as to the portion of the Property transferred as specified;

3. The dedication of any portion of the Property to a public agency provided the termination shall only be as to the dedicated portion of the Property; and

4. The conveyance of any portion of the Property to a
homeowner’s association for which all improvements
required by the Project Approvals and Subsequent Project Approvals for that portion of the Property have been

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completed or guaranteed to the City’s satisfaction, but the termination shall only be as to that portion of property so conveyed.
b. Cancellation or termination of this Agreement as provided in this Section shall not constitute termination of any Project Approvals or Subsequent Project Approvals approved by the City for the Property prior to the date of cancellation or termination. c. In the event this Agreement is terminated, neither party shall have any further rights or obligations hereunder except for those obligations of Developer set forth in Section 16 (No Damages Relief), Section 24 (Legal Actions), and Section 25 (Attorneys’ Fees), except that the provisions of this Agreement that are specified to survive termination of this Agreement shall run with the land in perpetuity and remain in full force and effect following such termination. d. The cancellation or termination of this Agreement, in whole or in part, pursuant to this section shall be processed by the City consistent with the requirements in the Development Agreement Statutes.

14. Reserved.

15. Release Upon Transfer.
a. As to Developer upon Transfer. Upon the sale, transfer, or assignment (collectively “Transfer”) of Developer’s title to any portion of the Property, then Developer and the subsequent owner of the portion of the Property transferred are jointly and severally liable for the Developer’s obligations under this Agreement as to that portion of the Property transferred unless Developer is released by City as provided in this subsection, which release shall not be unreasonably withheld, and which release must be conditioned on the subsequent owner providing the City with security equivalent to any security previously provided by Developer to secure performance of the obligations hereunder for the portion of the Property transferred. Developer shall be released by City from its obligations under this Agreement with respect to the portion of the Property transferred provided: (i) Developer (or transferee) is not in default of this Agreement at the time of the transfer; (ii) Developer has provided prior written notice of the transfer to the City, subject to cure under Section 20, below; and, (iii) with respect to the transfer of any parcel or lot of the Property that has not been fully developed as contemplated by the Project, the intended transferee executes and delivers to the City a written assumption agreement in a form acceptable to the City in which (aa) the name and address of the transferee is set forth, and (bb) the transferee expressly assumes all obligations of the Developer under this Agreement as to the portion of the Property to be transferred. Failure to deliver a written assumption to the City prior to transfer of the portion of the Property to the subsequent owner shall not negate, modify, or otherwise affect the liability of any transferee or the Developer pursuant to the terms and conditions of this Agreement. b. As to Property transferred. Upon a Transfer, as defined in subsection (a) above, of title to any portion of the Property, the subsequent owner of the portion of the Property transferred may request release of that portion of the Property from the

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obligations under this Agreement, which release shall not be unreasonably withheld, provided that: (i) Developer (or transferee) is not in default of this Agreement at the time of the transfer; (ii) Developer has provided prior written notice of the transfer to the City; and, (iii) with respect to the transfer of any parcel or lot of the Property that has not been fully developed as contemplated by the Project, the intended transferee executes and delivers to the City a written assumption agreement in a form acceptable to the City in which (aa) the name and address of the transferee is set forth, and (bb) the transferee expressly assumes all obligations of the Developer under this Agreement as to the portion of the Property to be transferred. Failure to deliver a written assumption to the City prior to transfer of the portion of the Property to the subsequent owner shall not negate, modify, or otherwise affect the liability of any transferee or the Developer pursuant to the terms and conditions of this Agreement.

16. No Damages Relief. The parties acknowledge that neither Party would have entered into this Agreement had it been exposed to damage claims from the other Party for any breach thereof. As such, the Parties agree that in no event shall either Party be entitled to recover damages against the other Party for breach of this Agreement. To the extent permitted by law, specific enforcement of this Agreement, including specific performance of Developer’s payment obligations set forth in Section 8 and Exhibit F, and the City’s Traffic Impact Fee (TIF) and Transferable Development Credit (TDC) obligations set forth in Exhibit F, is the proper and desirable remedy.

17. Subsequent Legislation.
a. To the fullest extent permitted by law, any initiatives, referenda, moratoria, or amendments to the Core Vested Regulations adopted or enacted after the Effective Date that contain “slow/no growth” measures, limit or in any way control the provision of public services or utilities to the Property, or which by their terms are intended to or by operation have such effect, shall have no application to the Project. i. Because the California Supreme Court held in Pardee Construction Co. v.

City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the Parties’ intent to avoid that result by acknowledging, that unless provided for in this Agreement, Developer shall have the right (without obligation) to develop the Property in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment, subject to the terms, requirements and conditions of the Entitlements and this Agreement. Developer will use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing Developer’s business decision, to commence or to continue development, and to develop the Project in a regular, progressive, and timely manner in accordance with the terms, requirements and conditions of the Entitlements and this Agreement. Nothing in this subsection concerning the expectations set by the Parties for the timing of development in response to Pardee Construction Co.

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v. City of Camarillo, 37 Cal.3d 465 (1984) is intended, nor shall it be construed, to relieve Developer from any time related requirements set forth in the schedules of performance for specified Project elements, the Subdivision Map Act, the Project Approvals, or the Subsequent Project Approvals.
b. The Parties agree that the terms and conditions in this Agreement, and the Financial Contributions and amenities provided by Developer to the City for this Agreement, were negotiated based upon the specific Project contemplated by the Agreement and in conjunction with housing law in effect at the time of Project approval. In the event the Developer or any Successor(s) seek to utilize additional housing laws adopted by the State of California to alter, amend, or terminate the applicable development standards, approved uses, or the material terms of this Agreement for Planning Areas C1-B, C2-A, S1, C1-C, C2-C or TS as of the Effective Date of this Agreement (“Commercial Block Standards”) which were specifically negotiated to ensure the Project in the Isabel Neighborhood Specific Plan Area has the appropriate mix of uses for a complete neighborhood, then the specific changes will be evaluated by the City pursuant to provisions of Section 9(b), regarding Subsequent Approvals for the Project, as set forth therein, to determine whether the changes constitute an Administrative Project Amendment, a Major Project Modification, an amendment to this Agreement, or a new development agreement. If the change in state housing law nonetheless enables revisions to Commercial Block Standards in a manner that eliminates the commercial uses, plazas or affordable housing for those areas, then the Developer or any Successor must still deliver the undelivered commercial tenant spaces, affordable units, and plazas to the City as part of any new development agreement and the City may eliminate its Fee Reduction obligations under Section 8 of Exhibit E, Commercial Uses, for the Planning Area in which such changes are sought.

18. Force Majeure.
a. The Term of this Agreement shall be extended by, and the performance by any Parties of their obligations hereunder (other than for payment of money) shall be excused during, any period of “Force Majeure” as hereinafter defined. “Force Majeure” means a delay caused by any war, insurrection, acts of God, acts of public enemy, labor disputes or strikes, labor or materials shortages or embargoes, pandemic, fire, unusual delay in transportation, earthquakes, floods, tornadoes or extreme wind or other adverse weather conditions not reasonably foreseeable by Developer, third party litigation or referenda against the Project, restrictions imposed by other government agencies that reasonably prevent the Project from going forward, or other similar basis for excused performance not within the reasonable control of the Party, excluding financial inability to perform.
b. An extension of time for Force Majeure shall only be for the period of the delay, which period shall commence to run from the time of the notification of the delay by the Party requesting the extension to the other Party. The Party requesting an extension of time under this Section shall give notice promptly following knowledge of the delay to the other Party. If, however, notice by the Party claiming such

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extension is sent to the other Party more than thirty (30) days after knowledge of the commencement of the delay, the period shall commence to run upon the earlier of (i) thirty (30) days prior to the giving of such notice or (ii) the date that the other Party received knowledge of the events giving rise to the delay. c. The Force Majeure provisions in this Section do not apply to any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Developer or, if not dismissed within ninety (90) days, by any third parties against Developer.

19. Annual Review. Review of the Agreement shall be made annually, consistent with Government Code section 65865.1 and Livermore Development Code Chapter 9.04. If, as a result of an annual review, the City finds and determines, on the basis of substantial evidence, that the Developer or successor in interest thereto has not complied in good faith with the terms or conditions of this Agreement, then the City may amend or terminate this Agreement as set forth in Section 12 and Section 13 of this Agreement, respectively. a. No later than sixty (60) days before the yearly anniversary of the Effective Date, Developer shall submit to the Director, in a form which the Director may reasonably establish, information demonstrating Developer’s compliance with this Agreement.

The failure of the Developer to timely submit this document shall be a curable breach. b. On or before the yearly anniversary of the Effective Date, the Director shall make a determination regarding whether or not Developer has complied in good faith with the provisions and conditions of this Agreement. This determination shall be made in writing with reasonable specificity, any determination of non-compliance must be supported by substantial evidence, and a copy of the determination shall be provided to Developer in a manner prescribed in this Section. The failure of the Director of the City to make a determination on Annual Review shall not be considered a breach of the Agreement.
c. In the event the Director makes a finding and determination of non-compliance, Developer shall be entitled to appeal that determination to the Planning Commission in the manner prescribed by Livermore Development Code Section 9.15. d. If, as a result of this Annual Review procedure, it is found and determined by the Director if no appeal is taken, or the Planning Commission on appeal, that Developer has not complied in good faith with the provisions and conditions of this Agreement, upon receipt of the notice of default, Developer shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than sixty (60) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), by mutual consent of the City and the Developer, provided that Developer shall continuously and diligently pursue such remedy at all times until such default(s) is cured.
e. If the Director finds and determines that Developer has not cured a default pursuant to this Section, the City may elect to terminate or modify this Agreement pursuant to Sections 12 and 13.

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f. Developer shall reimburse the City for its actual costs, reasonably and necessarily incurred, to accomplish the required Annual Review.

20. Notice of Default and Right to Cure. Whenever the City delivers any notice to the Developer of the occurrence of a Developer event of default (a "Cure Notice"), the City shall not exercise any remedy available to it unless and until each of the following have occurred:
(a) written notice of the Developer event of default is provided to each and every thenexisting holder of record of any Security Financing Interest (each an "Encumbrance Holder") that has notified the City in writing of (i) its interest in receiving such a notice, and (ii) its address for the receipt of such notice; and (b) such Developer event of default remains uncured after the expiration of the applicable cure period set forth in Section 19(d), above. The Cure Notice shall be sent simultaneously with any similar notice or notices of a Developer event of default that the City may be required to provide to Developer in this Agreement. An Encumbrance Holder shall have the right and the power to cure any Developer event of default specified in a Cure Notice within the cure periods set forth in Section 19(d), above, and, if such Developer event of default is so cured, this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall be deemed to permit or authorize such Encumbrance Holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developer's obligations to the City under this Agreement. The Encumbrance Holder in that event must agree to complete, in the manner provided in this Agreement, the construction of the improvements. Any such Encumbrance Holder properly completing construction of the improvements pursuant to this section shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon written request made to the City, to a Certificate of Occupancy from the City.

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

22. Rights and Remedies Cumulative. Except as otherwise provided, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise any right or remedy shall not preclude the exercise, at the same time or different times, of any right or remedy for the same default or any other default.

23. No Litigation. There is no existing or, to the Developer's actual knowledge, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the Developer or the Property that would, if adversely determined, materially and

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adversely affect the Developer or the Property or the Developer's ability to perform its obligations under this Agreement or to develop the Project.

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

25. Attorney’s Fees. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, each Party shall bear their own attorneys' fees and no attorneys' fees may be awarded to the Party prevailing in the action.

26. Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another.

27. Notices. The regular and email address of each party for the purpose of all notices permitted or required by this Agreement follows:

To City: City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: Community Development Director
Email: [email protected]
With a copy to: City Attorney
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Email: [email protected]
To Developer: Isabel Portola Owner, LLC
Jim Stringer
1875 Century Park East, Suite 1130
Los Angeles, CA 90067
Email: [email protected]
Isabel Portola Owner, LLC
C/O Harridge Development Company 6363

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Brad Woomer
Wilshire Boulevard, Suite 600
Los Angeles, California 90048
Email: [email protected]
With a copy to: Sblend A. Sblendorio
Hoge, Fenton, Jones, & Appel, Inc.
6801 Koll Center Parkway, Suite 210
Pleasanton, California 94566-77077
Email: [email protected]
The written address of either party set forth above may be changed by written notice given not less than five (5) days prior to the date such change is to be in effect. All notices under this Agreement shall be in writing, shall be properly addressed and shall be sent by personal delivery, United States mail (registered, certified, or Express Mail, return receipt requested and postage prepaid), or by overnight courier delivery service. All such notices shall be considered delivered:
(i) if personally delivered, on the date of delivery; (ii) if sent by United States mail in the manner prescribed above, on the date shown on the return receipt for acceptance or rejection; or (iii) if sent by overnight courier delivery service, on the date of delivery or attempted delivery as shown by the written delivery record of such service.

All notices pursuant to this Agreement shall also be transmitted with an email courtesy copy to be sent at the time the written notice is transmitted by personal delivery, U.S. mail, or overnight courier service, and the email courtesy copy shall be transmitted with a delivery receipt requested.

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

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

30. Survival. Upon termination of this Agreement, the following provisions of this Agreement shall survive: Section 16 (No Damages Relief); Section 17 (Subsequent Legislation); Section 24 (Legal Actions); Section 25 (Attorneys’ Fees); and Section 37 (Integration; Tolling Agreement; Entire Understanding of the Parties). This Section 30 exists for reference purposes only, and does not alter the scope or nature of the surviving provisions.

31. Estoppel Certificates. Developer may, at any time, request City to respond in writing: (i) whether this Agreement is in full force and effect; (ii) whether this Agreement has been amended or modified, and if so amended, the nature of any such amendments; or (iii) whether to the best of City’s knowledge Developer is in default in the performance of any of its obligations under this Agreement, and if in default, the nature of any such default.

City shall endeavor in good faith to respond to any such request within thirty (30) days

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following the receipt thereof. Developer shall be entitled to one certificate of compliance per year without any fee being assessed by the City. For any additional certificates of compliance requested in a single year, the City may charge the requesting party a reasonable fee related to the actual cost to prepare the additional certificate. The form for the estoppel certificates shall be in substantially the same form as the form attached hereto as Exhibit G.

The Parties acknowledge City’s production of an estoppel certificate is an administrative function that may be performed by the City Manager or their designee.

32. Titles and Sections. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of its provision. References "Sections" are to sections of this Agreement, unless otherwise specifically provided.

33. Applicable Law. This Agreement is governed by and shall be interpreted under and pursuant to the laws of the State of California.

34. Further Assurances. Each Party hereby agrees to perform, or cause to be done or performed, all such further acts, and shall execute and deliver all such further agreements, certificates, instruments, and documents, as such other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement.

35. No Obligation to Build Project. The Parties herein acknowledge that it is their mutual intent to ensure that the Project is commenced and developed promptly and in a commercially reasonable manner, provided, however, that this Agreement confers upon Developer the rights and obligations provided herein, but does not impose the affirmative obligation on Developer to actually commence the construction of the Project; Developer may elect not to commence the construction of the Project, in its sole and absolute discretion, and such election shall not breach this Agreement, but once Developer commences construction on any aspect of the Project, then it must be developed in accordance with this Agreement.

36. Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law, unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

37. Integration; Tolling Agreement; Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties with respect to Developer’s application to develop the Property, except for the Project Entitlements, the development agreement burdening the Property prior to the execution of this Agreement, and the Tolling Agreement executed by the Parties on June 29, 2023 (“Tolling Agreement”). With respect to the Tolling Agreement, this Agreement shall constitute the City’s final and unappealable approval for the Alternative Project contemplated by the Tolling Agreement once its approval is beyond the period where it is subject to a timely legal challenge or referendum, and shall thereby give effect to the waivers, releases and discharges of all claims, demands, obligations, liabilities, causes of action, damages, losses, costs, and expenses against the City related in any way to the Preliminary Application, and

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Preliminary Project as those terms are defined in the Tolling Agreement. This section is not intended to modify, and shall not be interpreted to modify, any terms and conditions in the Tolling Agreement, but is intended to effectuate the Developer’s waivers, releases and discharges in that Tolling Agreement.

38. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have signed this Development Agreement on the dates indicated below.

Date:

Attest:

City Clerk

DEVELOPER
Isabel Portola Owner, LLC,
a Delaware limited liability company
By:--<-David L.-,,,:::;_�-��Schwartzman -=,.��-==-.,_,___- Authoriz.ed Signatory

CITY OF LIVERMORE
By: ______________ _
Marianna Marysheva,
City Manager
Approved as to Form:

Deputy/ Assistant/City Attorney
Development Agreement for the Isabel Crossing Development Project Page29of32

EXHIBIT B
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EXHIBIT B
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Exhibits:

Exhibit A: Legal Property Description
Exhibit B: Development Plans
Exhibit C: Master Project Infrastructure Timing, Repair and Replacement and Impact Fee Special Provisions
Exhibit D: Affordable Housing
Exhibit E: Commercial Uses
Exhibit F: City Fee Schedule
Exhibit G: Form of Estoppel Certificate
Exhibit H: Definitions
Exhibit I: Fee Creditable Improvements
Exhibit J: Community Facilities District (CFD) Provisions Exhibit K: INSP Figure 2.3, Subarea Diagram
Exhibit L: Core Vested Regulations
Exhibit M: Reserved
Exhibit N: Reserved
Exhibit O: Affordable Housing Template Agreement
Exhibit P: Public Art
Exhibit Q: Financial Contributions
Exhibit R: Law Enforcement Assets
Exhibit S: Proposed CFD Eligible Infrastructure

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EXHIBIT A

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EXHIBIT B – Development Plans
Placeholder
(Refer to Exhibit C of the Project
Resolution - Architectural Plans for full
Development Plans)

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EXHIBIT C
Master Project Infrastructure Timing, Repair and Replacement and Impact Fee Special Provisions
Introduction
This Exhibit C describes the Developer obligations for the timing and completion of the major project infrastructure for the Project.

Timing and Processing

1. Phase I Project Infrastructure Timing and Sequencing:
a. Offsite, Bus Stop, and Bike Lane Improvements. Shall be completed by the Developer and operational within the following timelines:
i. Portola/North Canyons/Campus Hill Drive Improvements: All Offsite, Bus Stop, and Bike Lane Improvements located on or adjacent to Portola Avenue/ North Canyons Parkway/Campus Hill Drive shall be completed within twentyfour (24) months of the issuance of improvement plan approvals for such work by the City, subject to Enforced Delay provisions.
ii. Isabel Avenue Improvements. All Offsite, Bus Stop, and Bike Lane Improvements located on or adjacent to Isabel Avenue shall be completed within forty-eight (48) months of the issuance of improvement plan approvals for such work by the City, subject to Enforced Delay provisions. b. Primary Internal Improvements. The Primary Internal Improvements shall be completed within sixty (60) months of the commencement of their construction. The Primary Internal Improvements are intended to be constructed by Developer in one continuous phase. For clarity, this time limit is subject to Enforced Delay conditions. c. Caltrans Embankment Master Landscaping. The Parties recognize that the proposed landscaping work on the California Department of Transportation (“Caltrans”) embankment (as depicted in Exhibit I) is dependent upon obtaining Caltrans approval.
i. Prior to Improvement Plan approval for the Isabel Avenue Improvements as required by the Livermore Development Code and Engineering Plan Check and Procedures Manual, Developer shall engage the City of Livermore and Caltrans for the proposed landscaping work on the Caltrans embankment. ii. If, with reasonably diligent efforts, Developer is unable to obtain CA Department of Transportation approval for the work prior to the commencement of construction of the Offsite Improvements, Developer may submit a written request to the Director to be relieved of the obligation, which approval the Director shall not unreasonably withhold.

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d. Campus Hill Drive Bike Lanes. Prior to Improvement Plan approval, Developer shall submit an engineer’s estimate identifying total costs of the north and southbound bike lanes along Campus Hill Drive. Prior to Improvement Plan approval, Director shall determine whether a Class II or Class IV bike lane (as those terms are used in the Livermore Active Transportation Plan) shall be constructed. e. Law Enforcement Assets. Developer or Successor shall install all Perimeter Assets subject to the following:
i. Perimeter Assets shall be installed within forty-eight (48) months of the issuance of improvement plan approvals by the City, subject to force majeure provisions in the Agreement.
ii. Perimeter Assets shall connect to the Livermore Police Department’s Real Time Awareness Center, as approved by the Director, Police Chief, and Administrative Services Director.
iii. Perimeter Assets shall be located on City traffic signals, streetlights, or other infrastructure, as approved by the Director, Police Chief, and Administrative Services Director.
f. Mutual Cooperation. The Parties recognize that the Developer and another separate project to the east (Shea) are responsible for a range of on and offsite improvements within the public right-of-way along Isabel Avenue and Portola Avenue. In order to promote timely, efficient, and coordinated construction within the public right-ofway, and in order to minimize traffic delays and hazardous roadway conditions, the Developer shall work cooperatively with Shea and the City to coordinate all construction activities within the public right-of-way, to the extent practical.

2. Phase II Project Infrastructure Timing and Sequencing:
a. Park and Plaza Design. Developer shall submit Park and Plaza designs no later than the time of the submittal of the Improvement Plans and shall include the information below:
i. As approved by the Director and LARPD, the Park design plans shall include:
a picnic area with tables, barbeques, and a shade structure adjacent to the children’s play area; the children’s play area shall include a shade structure; and the park shall include design details ensuring appropriate space activation, enclosures, and programming.
ii. The Parties shall coordinate on the final design of the Neighborhood Park with LARPD, subject to the credit provisions, below.
iii. Park design shall include a law enforcement camera or cameras connected to the Livermore Police Department’s Real Time
iv. Awareness Center, as approved by the Police Chief, Director, and LARPD.

EXHIBIT C

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v. Developer shall work with the City of Livermore and LARPD to incorporate motion-detection lighting in the park, as agreed upon and approved by the Police Chief, Director, and LARPD.
vi. Developer shall work with the City of Livermore and LARPD to explore including stationary outdoor exercise equipment in the park. b. Timing of Opening of Neighborhood Park. The Neighborhood Park (Planning Area N3-B) shall be fully constructed and shall open prior to the Final Building Permit Inspection of Planning Areas N1, N2, N3-A and either C3 or C5. c. Timing of the Town Square. The Town Square (TS) shall be constructed and opened prior to the issuance of the first Certificate of Occupancy for a residential unit in Planning Area S1.
d. Timing of Pocket Plazas. The Pocket Plazas (C1-C and C2-C) shall be constructed and open prior to the issuing a Certificate of Occupancy for the first residential unit of the respective adjacent Planning Areas, Planning Areas C2-A and C1-B. e. Timing of Temporary Commercial Activation. The timing for the Temporary Commercial Activation shall be as set forth in Exhibit E. f. Primary Internal Streets (Final Lift). The final lift for Primary Internal Streets shall be completed prior to the first Residential Move-In or Commercial Move-In for the nearest adjacent Planning Area.
g. Valley Link Access Easement. Developer shall provide to the City an irrevocable offer of an easement for access and permanent operation for a potential Valley Link Tunnel and Landing Area or Valley Link Overcrossing and Landing Area, on the Final Map, as approved by the Director.
h. Law Enforcement Assets. Controllers, cameras, sensors, etc. necessary for monitoring public safety in the Project Area. See Exhibit R for the location of said equipment.
i. All Interior Assets, except Knox Boxes, shall connect to the Livermore Police Department’s Real Time Awareness Center, as approved by the Director, Police Chief, and Administrative Services Director.
ii. All Interior Assets, except Knox Boxes, shall be located on City streetlights or other infrastructure, as approved by the Director, Police Chief, and Administrative Services Director.
i. Developer or Successor shall work cooperatively with the Director, Police Chief, and Fire Chief to assess the feasibility of Commercial Block Knox Box installation. j. Recreation Facility Access. The Project’s recreation facility (Planning Area N3-C) shall be accessible by any for-sale resident within the Project site, including all forsale affordable units.

EXHIBIT C

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Developer Repair and Replacement Obligation

1. Infrastructure and Improvement Repair. Regarding the Phase I and Phase II Project Infrastructure, if, following the final release of performance bonds by the City for said infrastructure but before completion of the Project, said infrastructure is damaged or destroyed as a result of Project construction activities, the Developer shall ensure such infrastructure is adequately repaired or, if necessary, replaced with like new features that substantially conform to the original work to the reasonable satisfaction of the Director.

2. Master Landscaping Performance. It shall be the sole responsibility of the Developer to ensure all Master Landscaping shall take and thrive. Master Landscaping shall be subject to an 18-month establishment period from initial planting. If any Master Landscaping dies or is identified as unhealthy by a certified arborist or landscape architect within the establishment period, Developer shall take reasonably necessary steps to replace or restore the Master Landscaping, including but not limited to any necessary changes to irrigation, soil, spacing, etc. within six months of notification of such dead or unhealthy Master Landscaping.

Impact Fees

1. Park Fees
a. Pocket Plaza Improvements. Pocket Plaza and the Town Square (Planning Areas C1-C, C2-C, and TS) permanent improvements shall be eligible for Park Fee credits for construction of public improvements. The total credit amount shall be determined by an engineer’s estimate prior to Improvement Plan approval, as approved by the Director.
b. Neighborhood Park Improvements. Neighborhood Park (Planning Area N3-B) permanent improvements shall be eligible for Park Fee credits for construction of public improvements. The total credit amount shall be determined by an engineer’s estimate prior to Improvement Plan approval, as approved by the Director.
c. Neighborhood Park Land. The Neighborhood Park land (Planning Area N3-B) of 1.5 acres shall be eligible for $2 million in Park Fee credits.

2. Traffic Impact Fees
a. Credits. All infrastructure identified as credit eligible in Exhibit I shall be eligible for City Traffic Impact Fee (“TIF”) credits.
b. Credit Procedure. The City shall credit the Developer, or assignee, in accordance with all standards listed in the Traffic Impact Fee on Development section of the Livermore Municipal Code (Chapter 12.30).
c. Main Street Reimbursement. Upon issuance of the final core and shell Certificate of Occupancy for all commercial spaces in either Planning Area C1-B or C2-A, the City shall reimburse the Developer’s, or their assignee, Traffic Impact Fees

EXHIBIT C

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for all Main Street Improvements, from Gateway Avenue to Street A, in the amount of an engineer’s estimate, up to $2.2 million.

EXHIBIT C

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EXHIBIT D
Affordable Housing
Introduction
This Exhibit D establishes Developer Obligations for construction of affordable housing within the Project site.

1. Low Income Rental Housing Units (Planning Area S3A)
a. Quantity and Location. The Project shall construct one hundred and fifty two (152) units of “low income” multi-family rental housing units in Planning Area S3A (“Low Income Housing Units”).
b. Affordability Levels. The units shall be comprised of fifty three (53) units reserved for “Very Low Income Household” rental housing, as the term is defined in Health & Safety Code, Section 50105, and ninety nine (99) units reserved for “Lower Income Household” rental housing, as the term is defined in Health & Safety Code, Section 50079.5 (collectively, “Low Income Housing Units”). Said Low Income Housing Units shall be constructed within Planning Area S3A.
c. Unit Mix. The unit mix shall include one-bedroom, two-bedroom, and, threebedroom units. With respect to three-bedroom units, the Parties recognize and agree that the intent of this Agreement is to include three- bedroom affordable units in Planning Area S3A. However, to maintain flexibility for the purpose of ensuring the proposed affordable units in Planning Area S3A are consistent with the requirements of public affordable housing financing providers’ point-system-based competitive application processes while also ensuring the overall economic viability of the Low Income Housing Units, the final unit mix and number of three- bedroom units in Planning Area S3A shall be determined by Developer and/or the Affordable Developer in the manner that maximizes the units’ eligibility for earning points for subsidized public affordable housing financing while maintaining economic viability for the Low Income Housing Units. Planning Area S3A shall not contain any age restricted residential units.
d. City Concurrence on Affordable Housing Developer. Developer may elect to transfer Planning Area S3A to or otherwise partner with a third-party affordable housing developer (“Affordable Developer”) to provide the Low Income Housing Units.

However, prior to any such transfer or partnership being finalized, Developer shall obtain the City’s prior approval of the Affordable Developer, which shall not be unreasonably withheld, conditioned, delayed or denied, so long as said Affordable Housing Developer makes a reasonable demonstration of relevant experience developing affordable housing and the financial ability to develop the Project’s Low Income Housing Units.
e. Affordable Housing Timing. Within twenty-four (24) months of the Effective Date of this Agreement, Developer and/or the Affordable Developer shall have submitted to

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the State of California complete applications for tax credit and multifamily housing bond financing for the Low Income Housing Units.
f. Performance Bond to Fund Low Income Housing Units. On or before the date upon which the Final Map that includes Planning Area S3A is recorded, Developer shall post in an escrow account the sum of eleven million, four hundred thousand dollars ($11,400,000.00) (the “Low Income Housing Amount") in cash (“Low Income Housing Cash Payment”) or, provided at Developer’s sole expense, a performance bond (“Low Income Housing Bond”) with the City as the obligee and sole beneficiary in the Low Income Housing Amount. The Low Income Housing Amount can be met through a combination of a Low Income Housing Cash Payment and a Low Income Housing Bond, so long as it totals the full Low Income Housing Amount. The Low Income Housing Cash Payment or Low Income Housing Bond shall secure: (i) delivery of fee title of S3-A to the Affordable Developer; (ii) delivery of the S-3A Pad; and (iii) close of escrow by the affordable Developer of Low Income Housing Tax Credit (LIHTC) financing for the final number of Low Income Housing Units to be constructed in Planning Area S3A [(i), (ii) and (iii) above being hereinafter collectively referred to as the “LIHTC Financing Conditions”]. The Low Income Housing Bond and escrow instructions shall enable the City to, in its sole and absolute discretion, withdraw the Low Income Housing Cash Payment or put a call on the Low Income Housing Bond for the Low Income Housing Amount no sooner than six (6) years from the Effective Date if Developer has not completed the LIHTC Financing Conditions (“LIHTC Time Limit”). In such a case, the Low Income Housing Cash Payment or Low Income Housing Bond funding shall be used by the City to fund the construction of the Project’s Low Income Housing Units on Parcel S3-A. The Low Income Housing Cash Payment or Low Income Housing Bond shall be immediately released upon Developer’s completion the LIHTC Financing Conditions. For clarity, the six (6) year LIHTC Time Limit is subject to Enforced Delay provisions. The entirety of the Low Income Housing Cash Payment or Low Income Housing Bond in the Low Income Housing Amount is not required to be expended by the City if sufficient low income project financing can be obtained to construct the Project’s final permitted number of Low Income Housing Units. The City’s release of the Low Income Housing Amount does not remove the Developer’s obligation to provide the Low Income Housing units, as described in this exhibit. The Developer, Affordable Developer, and all successors are obligated to ensure the Low Income Housing units are constructed and made available for rent in accordance with this Agreement and the approved Project plans.
g. Developer Obligations. Developer meets all Performance Bond to Fund Low Income Housing Units requirements under this Agreement for the provision of Low Income Housing Units in Planning Area S3A and shall not be in breach of this Agreement with respect to the same where it either: (1) transfers Planning Area S3A to an Affordable Developer with funding commitments sufficient to construct the final number of approved Low Income Housing Units; or (2) places in an escrow account, consistent with the requirements of this subsection, the Low Income Housing Bond, the Low Income Housing Cash Payment, or a combination thereof, in the full Low Income Housing Amount; and transfers Planning Area S3A in fee title to the City of Livermore, as described in the Land Ownership Transfer section below. Developer

EXHIBIT D
Affordable Housing

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has elected to work with a third-party Affordable Developer to provide the Project’s Low Income Housing units. The Developer, Affordable Developer, and all successors are obligated to ensure the Low Income Housing units are constructed and made available for rent in accordance with this Agreement and the approved Project plans, as the same may be amended pursuant to this Agreement, as agreed upon by both Parties.
h. Land Ownership Transfer. If the LIHTC Time Limit is reached without Developer having met the LIHTC Financing Conditions, the City may, at its own election and in its sole discretion, deliver written notice to Developer stating the City wishes to take ownership of Planning Area S3-A to ensure the construction of the Low Income Housing Units using the Low Income Housing Amount. If, at the time of such written notice is provided by the City, Developer is the fee owner of Planning Area S3-A, Developer shall deed fee ownership of Planning Area S3A to the City at no cost to the City, to enable the City to develop Low Income Housing Units pursuant to the requirements of this Section. If Developer transfers ownership of Planning Area S3A to an Affordable Developer before the LIHTC Time Limit is reached, said transfer shall include a binding commitment and written agreement from the Affordable Developer to agree to take Planning Area S3A subject to the City retaining an extinguishable right of reversion of fee ownership if the LIHTC Time Limit is reached without the LIHTC Financing Conditions having been met. The grounds upon which this reversion right is extinguishable shall only be where said extinguishment is required by a bona fide provider of affordable financing for the Low Income Housing Units, in which case the reversion right shall be permanently and irrevocably extinguished by the City, conditioned upon the closing of affordable financing. Where such extinguishment is required, either Developer or the Affordable Developer shall deliver to the City a letter from said provider of affordable housing financing indicating it is requiring extinguishment of the reversion right herein, wherein the City shall promptly – but in no case more than ten (10) business days of receipt of said letter – deliver to Developer or the Affordable Developer written confirmation that its right of reversion is permanently waived and extinguished pursuant to the terms of this provision conditioned upon the closing of the affordable housing financing.
i. Clean Title. For any transfer to the City of ownership of Planning Area S3A under this provision, title shall be delivered free of liens, loans, notes, taxes, and other encumbrances, except for: (1) any easements, encumbrances and exceptions depicted on the Final Map; (2) any easements for utilities, storm drains or other flood control devices or conveyances; and (3) any other easements or encumbrances expressly agreed to by the City. i. Cooperation. The Parties covenant and agree to cooperate with one another to help achieve the key purpose of this Agreement that Developer and/or the Affordable Developer to obtain affordable housing financing for the Low Income Housing Units and to execute and deliver to the other all such other and further instruments and documents as may be necessary to carry out this purpose, which may include, without limitation, the City issuing a formal written release of its reversionary ownership rights hereunder in connection with the closing of affordable project financing by

EXHIBIT D
Affordable Housing

EXHIBIT B
2351
Developer and/or the Affordable Housing Developer.

2. Moderate/Median Income Rental Housing
a. Moderate Income Housing in Planning Area C1-B. The Project shall construct one hundred and fourteen (114) units of “median and moderate income” multi-family rental housing units, which shall be comprised of fifty- seven (57) units reserved for “persons and families of moderate income,” as the term is defined in Health & Safety Code, Section 50093(b) [120% area median income (“AMI”) level] (“Moderate Income Rental Units”), and fifty-seven (57) units reserved for “persons and families of median income,” as the term is defined in Health & Safety Code, Section 50093(c) [100% AMI level] (“Median Income Rental Units”), all of which are to be constructed in Planning Area C1-B.
b. Unit Mix. The unit mix for Moderate and Median Income Rental Units in Planning Area C-1B stated herein shall include one, two, and three bedroom units. The mix shall be 25 percent 3-bedroom units, 25 percent 2-bedroom units, 25 percent 1- bedroom units, and 25 percent studio units. An equal quantity of Median and Moderate Income Rental units shall be provided for each bedroom type, and any fractional units shall be apportioned to the Median category. c. Timing Requirements. The timing requirements for the provision of Moderate and Median Income Rental Units in Planning Area C1-B of the Project is as set forth in Exhibit C.

3. Inclusionary Housing in Planning Area S3-B
a. The Project shall construct forty (40) units of affordable multi-family rental housing units consistent with the Affordable Housing requirements under Section 10.06.050- A.1.c.2 of the Livermore Development Code, as the same is in effect on the Effective Date, all of which are to be constructed in Planning Area S3-B. Said total comprises twenty percent (20%) of the planned 200 rental housing units in Planning Area S3- B.
b. Unit Mix. The inclusionary housing units in Planning Area S3-B shall consist of one and two bedroom units consistent with the units sizes and product types indicated for Planning Area S3-B on Exhibit B. However, if any three bedroom units are built in Planning Area S3-B, a proportionate number of such units shall be included as inclusionary housing units consistent with the unit size limitations set forth in Exhibit B.

4. Moderate/Median Income For-Sale Housing
a. For-Sale Affordable Units In Planning Area S1. The Project shall provide a total of twenty (20) for-sale affordable units, which shall be comprised of fifteen (15) units for “persons and families of moderate income,” as the term is defined in Health & Safety Code, Section 50093(b) [120% AMI level] (“Moderate Income For-Sale Units”), and five (5) units reserved for “persons and families of median income,” as

EXHIBIT D
Affordable Housing

EXHIBIT B
2352
the term is defined in Health & Safety Code, Section 50093(c) [100% AMI level] (“Median Income For- Sale Units”) in Planning Area S1.
i. Unit Mix. The affordable unit mix shall match the market-rate unit mix. The same proportion of one- two- and three-bedroom units shall be apportioned to market-rate and affordable units. If two-and- three-bedroom affordable units are provided, Developer may select which of the market-rate two-andthree-bedroom units are designated as affordable units in Planning Area S1.

All affordable units must represent a unit type that is also sold as market-rate and must be adequately dispersed around the Planning Area, as determined by the Director.
b. For-Sale Affordable Units In Planning Area C2-A. The Project shall provide a total of fifteen (15) for-sale affordable units, which shall be comprised of eleven (11) Moderate Income For-Sale Units, and four (4) Median Income For-Sale Units, all of which are to be constructed in Planning Area C2-A.
i. Unit Mix. The affordable unit mix shall match the market-rate unit mix. The same proportion of one- two- and three-bedroom units shall be apportioned to market-rate and affordable units. If two-and- three-bedroom affordable units are provided, Developer may select which of the market-rate two-andthree-bedroom units are designated as affordable units in Planning Area C2- A. All affordable units must represent a unit type that is also sold as marketrate and must be adequately dispersed around the Planning Area, as determined by the Director.
c. For-Sale Affordable Units In Planning Area S4. The Project shall provide a total of ten (10) for-sale affordable units, which shall be comprised of seven (7) Moderate Income For-Sale Units, and three (3) Median Income For-Sale Units, all of which are to be constructed in Planning Area S4.
i. Unit Mix. The affordable unit mix shall match the market-rate unit mix. The same proportion of one- two- and three-bedroom units shall be apportioned to market-rate and affordable units If two-and-three-bedroom affordable units are provided, Developer may select which of the market- rate two-and-threebedroom units are designated as affordable units in Planning Area S4. All affordable units must represent a unit type that is also sold as market-rate and must be adequately dispersed around the Planning Area, as determined by the Director.
d. Affordable Unit Maximum Sale and Rent Prices. The City shall establish the maximum sales and rent prices for the Project’s for-sale and for-rent affordable units, in accordance with applicable City ordinances and policies and applicable state and federal law and policy on an annual basis, except that all rents and sales prices for units receiving state tax credit shall be established by state standards.

5. Additional Affordable Units:

EXHIBIT D
Affordable Housing

EXHIBIT B
2353
a. Developer will provide an additional twelve (12) Moderate and Median Income ForSale Units within Planning Areas S1 or C2-A (“Additional Affordable Units”). b. Affordability Levels. The Additional Affordable Units shall be comprised of six (6) Moderate Income For-Sale Units, and six (6) Median Income For- Sale Units. c. Unit Mix. The Additional Affordable Units shall all be the smallest three- bedroom unit types available in Planning Areas S1 or C2-A.

6. Compliance with Inclusionary Ordinance and Specific Plan. Except as allowed by this Agreement and the Project Approvals, Project shall fully conform to the City’s Inclusionary Housing Ordinance (Livermore Development Code Section 10.06.050) and INSP affordable housing policies, including with respect to security, the Low-Income Housing Agreement, monitoring, restriction, alternative means of compliance, and enforcement.

Nothing in this Agreement shall preclude the City from enforcing the applicable provisions of the Inclusionary Housing Ordinance, the Low-Income Housing Agreement, and INSP policies related to affordable housing.

7. Low Income Housing Agreement. Prior to issuance of building permits on any Planning Area upon which Affordable Housing isto be constructed, the City and Developer shall enter into an Affordable Housing Agreement which shall detail Affordable Housing requirements for the Project and be consistent with the requirements of this Agreement, which Affordable Housing Agreement shall be substantially consistent with the City’s standard form of agreement attached hereto as Exhibit O, as said standard form agreement may be amended by the City from time to time. In addition to any other revisions agreed to by the Parties, the Affordable Housing Agreement shall include additional provisions stating that the City may pre-approve certain Affordable Developers for the Project. The Low-Income Housing Agreement shall be recorded separately from this Agreement.

EXHIBIT D
Affordable Housing

EXHIBIT B
2354

EXHIBIT E
Commercial Uses
Introduction
This Exhibit E describes the Developer obligations for the timing and completion of the commercial uses for the Project.

Timing and Processing

1. Commercial and Residential Construction/Linkage
a. Planning Areas C1A and C1B. Building Permitsshall not be issued for Planning Area C1A until building permits have been issued and impact fees have been paid for Planning Area C1B.
b. Planning Areas C2A and C2B. Building Permitsshall not be issued for Planning Area C2B until building permits have been issued and impact fees have been paid for Planning Area C2A.
c. Planning Areas S1 and S2. Building permits for more than forty-two (42) residential dwelling units in Planning Area S2 shall not be issued until building permits have been issued and impact fees have been paid for Planning Area S1.

2. Occupancy of Planning Area S1
a. Developer shall be required to make all reasonable efforts to enter into a long-term lease agreement with a Permanent Commercial Grocer or Food Hall in the Retail Market portion of Planning Area S1, as shown in Exhibit B (Development Plans), within 24 months of S1 Certificate of Occupancy issuance. b. Until a long-term lease agreement issecured, temporary interim uses shall be allowed in the Retail Market portion of Planning Area S1 through Temporary Use Permits, as described in Livermore Development Code Chapter 9.09, or as amended, and as approved by the Director. The temporary uses shall have the following characteristics, as determined by the Director:
i. Shall be allowed in the subject zone; and
ii. Shall be of a neighborhood serving character (e.g. food service, entertainment, etc.).
c. If the Developer is not able to secure a long-term lease with a Permanent Commercial Grocer or Food Hall within such 24 months, Developer may lease the Retail Market portion of Planning Area S1 to any food based use (either fresh or prepared food), provided that a minimum of 25% of the floor area is reserved for fresh food retail

EXHIBIT B
2355
use, unless otherwise approved in writing by the Director.

3. Temporary Commercial Activation
a. Plan Approval. Prior to Final Occupancy of the Project’s 50th residential dwelling unit, Developer shall submit a site plan and management plan that identify locations, sizes, uses, operations and maintenance of all Temporary Commercial Activation uses. The plans shall be approved in writing by the Director. b. Pad Construction. As described in Exhibit C (Master Infrastructure), the Temporary Commercial Activation site shall be constructed prior to issuance of the Project’s first residential dwelling unit Building Permit.
c. Location. The Temporary Commercial Activation site shall be located on one of the Project’s Commercial Blocks. If a Commercial Block with the Temporary Commercial Activation Site is to be developed, the Temporary Commercial Activation site shall be relocated to a vacant Commercial Block, at Developer’s discretion, or another location agreed to by the Parties, until the limit established in the Period of Operation section is reached.
d. Timing. Prior to issuance of a building permit for the Project’s 195th residential dwelling unit, the Temporary Commercial Activation site shall be operational and open to the public.
e. Period of Operation. Unless otherwise approved by the City, Temporary Commercial Activation shall remain in operation until a building permit is issued for the third of the Project’s three Commercial Blocks, or as otherwise agreed to by the Developer and Director in writing.
f. Operations and Management.
i. The Developer or its management entity shall be responsible for tenanting, leasing, and managing all temporary commercial operators on the Temporary Commercial Activation site, as approved by the Director. ii. The Developer or its management entity shall ensure the Temporary Commercial Activation site is publicly accessible and operational a minimum of two days a week on average throughout the year, as determined by the Director.
iii. Developer or its management entity shall ensure the Temporary Commercial Activation site remains in good condition at all times and that sufficient facilities are provided to ensure proper site function to facilitate commercial activity and use by the public (e.g. parking, trash, restrooms, seating areas, etc.).
g. Leases. All Temporary Commercial Activation site operators herein will be required to enter into commercial leases with Developer or its management entity on terms reasonably satisfactory to Developer or its management entity, which shall include

EXHIBIT E
Commercial Uses

EXHIBIT B
2356
standard commercial lease terms including, without limitation, permitted use restrictions, tenant improvement and permitting requirements, repair and maintenance requirements, casualty provisions, insurance requirements, common area maintenance expenses, and time, place and manner restrictions, among other standard commercial lease terms for temporary leases for similar uses in similar locations. In Developer’s sole and absolute discretion, if the Temporary Commercial Activation site operator is a commercial retail operation providing goods or services to the community, the Temporary Commercial Activation site operator may be provided a base rent of zero, and Developer or its management entity may instead accept rent as a commercially reasonable percentage of monthly gross receipts. h. Vacancy and Rent. If the Developer cannot find rent-paying commercial operators for the Temporary Activation site and the Temporary Commercial Activation site is vacant for more than three months, use of the site shall be offered rent free or otherwise with a base rent of zero until such time as suitable rent paying tenants can be identified.

4. Main Street and Gateway Avenue Ground Floor Uses.
a. Non-Commercial Uses. The following uses shall be permitted in up to 50 percent of Main Street and Gateway Avenue ground floor tenant spaces (Planning Areas C1-B, C2-A, an S1), excluding the S1 Retail Market space of 18,500 square feet as described in Exhibit B (Development Plans):
i. Flexible Co-Workspace Uses, as defined in this Agreement and as amended; ii. Public and Quasi Public Uses, as defined in the Livermore Development Code, as amended; and
iii. Office Core uses, as defined in the Isabel Neighborhood Specific Plan, as amended.
b. Restaurant and Retail Uses. At least 75 percent of all tenant spaces directly fronting onto the public plazas (Planning Areas C1-C, C2-C, and TS) shall be occupied with restaurant, retail and related uses, as determined by the Director and as allowed in the Ground Floor Retail/ Overlay Flex Space and Office Core zones. c. Public and Quasi Public Dedication. Upon written request of the City, the Developer shall dedicate the northern-most ground floor tenant space not to exceed 3,000 gross square feet unless agreed to in writing by Developer in Planning Area C2-A to public/ quasi-public uses, to include but not limited to: a public library, art space, police substation, bike share facility, etc. Compensation for the Public and Quasi Public tenant space and any required tenant improvements shall be negotiated in good faith between the Parties prior to the City occupying the tenant space. Compensation may include art fee contributions, or other compensation as agreed upon mutually by the Director and the Developer.

5. The Parties recognize that the successful permanent and temporary use of the commercial component of Planning Area S1 and the temporary activation of the Commercial Blocks

EXHIBIT E
Commercial Uses

EXHIBIT B
2357
depends on the Developer’s ability and on the City’s support to attract and enter into permanent and temporary leases with reputable, desirable Permanent Commercial Grocers, Temporary Commercial Operators, and Temporary Commercial Activation uses.

6. Mutual Cooperation. The Parties will work cooperatively to: meet regularly with prospective tenants, leasing agents, brokers, vendors, and coordinators; establish timelines for permit and document review and submittal; and will collaboratively provide for a positive environment to attract permanent and temporary commercial uses to the Project.

7. Operations of Pocket Plazas
a. The Pocket Plazas (Planning Areas C1-C and C2-C) and the Town Square (Planning Area TS) shall be operated and maintained by the owner or tenant of the respective adjacent Planning Areas, Planning Areas C1-B, C2-A, and S1, or in accordance with another arrangement approved by the Director.

8. Fee Reductions
a. Downtown Traffic Impact Fee Rate Reduction. The Project creates a walkable, dense, compact mixed-use commercial Gateway and Main Street core (Planning Areas C1B, C2A, and S1), which is similar to a downtown environment and lessens the traffic impact on the City. Therefore the Developer may obtain reimbursement of the Project’s City Traffic Impact Fees (“TIF”) in the amount of the difference between the applicable standard citywide TIF rates and the reduced Downtown TIF rates for said fees (“Downtown Fee Rate Reduction”) upon the performance of the mixed-use Planning Areas. This strategy reduces TIF from the citywide rate to the Downtown Rate when a complete neighborhood with mix of uses is completed and operational.

Payment of Citywide TIF and reimbursement shall occur as follows:
i. At time of building permit issuance for residential units and non- residential spaces, the developer shall pay citywide TIF rate.
ii. Once the final core and shell Certificate of Occupancy for commercial areas is issued for the first Commercial Block, the City shall reimburse the developer, or their assignee, 50% of the difference between the citywide TIF rate and the Downtown TIF rate, collected to date.
iii. Once the final core and shell Certificate of Occupancy for commercial areas is issued for the second Commercial Block, the City shall reimburse the developer the remaining difference between the citywide TIF rate and the Downtown TIF rate, collected to date.
iv. After the final core and shell Certificate of Occupancy for commercial areas is issued for the second Commercial Block, the Developer shall pay the Downtown TIF rate.
v. The TIF fee shall be collected at time of building permit issuance. Fees for

EXHIBIT E
Commercial Uses

EXHIBIT B
2358
which credits or reimbursement are provided pursuant to this provision shall not be included in the Project Community Facilities District (Exhibit J). vi. The City shall retain all interest earned on TIF fees collected up until the time of reimbursement. All interest earned shall be committed to TIF related expenditures.
b. Transferrable Development Credit (“TDC”) in-lieu fees. The NLUGB Initiative (Initiative) establishes a Transferable Development Credit program which assigns credits to property owners in North Livermore, which may be used within the Urban Growth Boundary (“UGB”) to increase allowable development elsewhere in the City.

The purpose of Initiative (Section 1) is to (among other items) prevent further sprawl, reduce traffic congestion and hazards, limit air pollution, and avoid government expenditures for extended facilities and services.

The Initiative finds (Section 2h) that more compact, properly planned residential development lowers housing and other living costs; and reduces the costs of public facilities and services, especially where infrastructure is available.

The Initiative acknowledges the necessity to provide housing beyond the UGB and authorizes Council to approve housing beyond the UGB to meet state housing requirements (Section 4c). The Initiative states (Section 20b) that development credits may be used, as the City Council approves in accordance with the General Plan and other City regulations, in areas within the City boundary and Urban Growth Boundary to build dwelling units and commercial and industrial space, including space that otherwise would not be permitted or not permitted until a later time.

Additionally, with reasonable justification, the Council may permit more development per credit in some receiving areas and for certain types of uses.

The 2022 Housing Element of the Livermore General Plan identifies the Project Site in the Housing Sites Inventory and states a majority of the 6th cycle regional housing allocations (4,570 units) will be constructed in the Isabel Neighborhood. Falling short of the estimated number of units will require the City to identify additional housing locations due to no net loss obligations and potentially require identifying sites outside of the UGB. The Livermore General Plan states the TDC requirements in a specific plan area, if any, shall be set forth in the specific plan for that area.

Specific Plan policy P-IMP-6: Transferable Development Credit (TDC) regulations shall be applied to the Specific Plan consistent with Livermore Development Code.

Modifications to the TDC program may be made through a Development Agreement on a project-specific basis as recommended by the Director and approved by City Council if such modifications are shown to be necessary to meet Specific Plan goals.

The Livermore Municipal Code establishes a TDC in-lieu fee whereby development can choose to pay a fee for units constructed above baseline density rather than acquiring land in North Livermore. The in-lieu fee is adjusted based on density range and product type ranging from 1.5 credits for single family units to 1/2 credit for

EXHIBIT E
Commercial Uses

EXHIBIT B
2359
multi-family units.

Further, section 4.02.60(D)(4) of the LDC authorizes the Council to, through the adoption of a specific plan and implemented consistently by development agreement, make modifications to the transferable development credits regulations to meet the specific plan’s density, design policies, and goals that are not inconsistent with the transferable development credit program.

The Project proposes the highest densities on each mixed-use “Commercial Block” (Planning Areas C1B, C2A, and S1). Given such densities, the Parties find the following:
i. Under today’s market conditions, constructing at these densities along with commercial uses can be challenging;
ii. The Commercial Block densities are critical in supporting the City’s overall housing goals and in helping the City meet its 6th Cycle RHNA obligations; iii. The mixed-use Commercial Blocks create more compact and dense development within the Urban Growth Boundary, preventing sprawl, reducing traffic congestion and hazards, limiting air pollution, and avoiding government expenditures for extended facilities and services, as contemplated by the Initiative; and
iv. The Commercial Blocks’ density ranges, mix of uses, and proximity to future transit warrant a higher level of development per credit than other areas in the City.

The higher density of development per credit shall only be assessed once the Commercial Blocks are built, consistent with the provisions of this agreement.

Therefore, consistent with the Initiative, General Plan, Specific Plan, and Livermore Municipal and Development Codes, the parties agree to modify the TDC program as follows:
i. At time of Master Final Map, Developer shall pay Transfer Development Credit in-lieu fees for all units proposed as part of the Project. The Project is comprised of a range of multifamily product types and subject to a fee equivalent of 1/2 TDC credit per unit.
ii. The City shall reimburse the developer 7/16 credit per unit within each individual Commercial Block if the following performance triggers are met (this credit is based on the density range for the mixed-use Commercial Blocks):
a. A Building Permit is issued for a Commercial Block within 7 years of the effective date of this agreement.

1. The Director may permit reimbursement beyond 7 years if the

EXHIBIT E
Commercial Uses

EXHIBIT B
2360
Project shows significant and substantial progress towards completion, as determined by the Director.
b. The density of the Commercial Blocks as a whole meets all other requirements of this Agreement, including Section 9(b)(v) related to unit reductions.
iii. The City shall retain all interest earned on TDC fees collected up until the time of reimbursement in the City’s TDC Fund.

EXHIBIT E
Commercial Uses

EXHIBIT B
2361

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

DEVELOPMENT IMPACT

AND CONNECTION FEES
Effective January 1, 2024

TYPE OF FEE CITY CODE AND

RESOLUTION WHEN PAYABLE
City Storm Drainage Title 13.44.020,050,100 With Building Permit Ord. 1923
Reso. 2010-177
County Storm Drainage ACFC & WCD With Building Permit
Building Zone 7 Co. Ord. 0-2010-001
Reso. R-2001-4
County Storm Drainage ACFC & WCD With filing of Final Map Public Improvements e.g. Co. Ord. 0-2010-001 or approval of streets, sidewalks, Reso. R-2001-4 Improvement Plans
trails, etc.

County Storm ACFC & WCD With award of
Drainage - Capital Co. Ord. 0-2010-001 contract
Improvements Reso. R-2001-4
Sanitary Sewer Title 13.28.050 With Building Permit
Connection Ord. 1740
Reso. 2010-177
Park Land Dedication Title18.32.020
Ord. 1744
Reso. 2004-259
Concurrently with, or
before the filing of the first
parcel or final map
Park Facilities Fee Title 12.60
Ord. 1743
Reso. 2005-152
With Building Permit
City Water Title 13.20.020 With Building Permit 5/8" $5,340 Connection (1) Ord. 1507 3/4" $8,009
Reso. 2010-177 1" $13,349
1-1/2" $26,698
2" $42,717
Alameda County Ord. FC 72-1 as With Building Permit 5/8" $34,530 Water Connection amended by 3/4" $51,795
Zone 7 FC-96-1792 and See Zone 7 Attachment 1" $86,325
updated 10-20-10
In-Lieu Low Income Title 3.26 With Building Permit
Housing Fee Reso. 2021-181
(Residential)
For Sale & Neighborhood
Plan Areas
Ord. 1988 and 1989
Low Income Housing Title 3.26 With Building Permit Commercial Unit KSF Fee per Unit Impact Fee Reso. 99-18 Retail Commercial KSF $1,935
(Commercial and Ord. 1549 Discount/Service Retail KSF $1,457 Industrial) Office Commercial KSF $1,243
Hotels/Motels Room $949
Industrial
Manufacturing KSF $597
Warehouse/Storage KSF $173
Business/Commercial Park KSF $1,234
Industrial, High Intensity KSF $612
Industrial, Low Intensity KSF $387
$39.94/SF for all residential housing developments 10 units or less. Projects more than 10 units are subject to must-build requirement of ordinance.

Rental projects 10 units or less are exempt from In-Lieu. Effective 7/28/21, on-site requirement applies for 11+unit projects.

Price per User for Meter Size, FOR LARGER METERS, INQUIRE See Attached
Exhibit "B"
The City may approve a credit against the Park Facilities Fee for park land dedication made under LMC 18.32.020. The credit may not exceed the value of the dedication requirement. See LMC 12.60.070 for credit details N/A for Non-Residential
See Attached
Exhibit "A"
Price per User for Meter Size, FOR LARGER METERS, INQUIRE NOTE: Subject to adjustment each year per Construction Cost Index (1) Areas within the California Water Service Area do not pay a City water connection fee. Areas within the Greenville/Vasco Assessment District or within Triad Park do not pay a City water connection fee. The fee for a single family residential unit is the 5/8 inch meter fee. (2) All projects within the Downtown Specific Plan are subject to both City Wide General Plan & Downtown Specific Plan cost recovery. Any project that paid planning entitlement fees prior to July 27, 2008 is not subject to this fee, regardless of when they pull building permits.

NOTE: No impact fees can be charged for ADUs less than 750 square feet. Impact fees allowed for ADUs 750 square feet or larger but shall be charged proportionately in relation to square footage of the primary dwelling.

AMOUNT OF FEE
$0.54/SF
Impervious Surface
$1.00/SF
Impervious Surface
$1.00/SF
Impervious Surface
$1.00/SF
Impervious Surface

EXHIBIT F

EXHIBIT B
2362

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

DEVELOPMENT IMPACT

AND CONNECTION FEES
Effective January 1, 2024

TYPE OF FEE CITY CODE AND

RESOLUTION WHEN PAYABLE AMOUNT OF FEE
Traffic Impact Fee
NOTE: If special
Assessment District exists,
special calculations are
required
For info regarding the
appropriate
development categories
see Section 12.30 of the
City of Livermore
Municipal Code
With Building Permit
Reso 2005-151
Ord. 1742
Tri-Valley Title 12.24.050 With Building Permit Residential Transportation Ord. 2012 Single family
Development (TVTD) Reso. 2014-184 Multi-family
Fee Affordable Housing*
ADU/SDU**
*Reso 2015-01 Non Residential
**Reso 2019-03 Retail
Office
Industrial
See Attached Annual
Adjustment to TVTD Fee
Other
Social/Human Services
Facility Fee
Title 12.70
Ord. 1851
With Building Permit
Ord. 1836 Title 12.51 0.33% of total project valuation
Public Art Enrichment (CIPs) Ord. 2065 Title 12.50 1.0% of total project valuation Residential Fee Per Unit
Dwelling Unit $6,988
Non Residential (6) Per SF
Retail/Office $21.53
$0.00
Art in Public Places Fee (Development)
$5,000.00
$0.00
Average Peak Hour Trip
$5,620.00
Per KSF
$3,740.00
$8,590.00

ART IN PUBLIC PLACES
The City of Livermore collects School Mitigation Development Fees (school fees) on behalf of the Livermore Valley Joint Unified School District. The fees must be paid for by cash or a check made out to the City of Livermore. Fees are due upon issuance of a qualifying building permit.

See Attached Exhibit "D"
See Attached Exhibit "C"
SCHOOL IMPACT FEES:

SOCIAL / HUMAN SERVICES FACILITY
Fee Per Unit
$5,057.00
$3,484.00

CITY RESOLUTION AMOUNT OF FEE
$50 per square foot of required open space
(2) All projects within the Downtown Specific Plan are subject to both City Wide General Plan & Downtown Specific Plan cost recovery. Any project that paid planning entitlement fees prior to July 27, 2008 is not subject to this fee, regardless of when they pull building permits. $1,706
Recycled water fee Resolution 98-175 20% of the current Alameda County Water Connection Fee
SOUTH LIVERMORE VALLEY SPECIFIC PLAN DEVELOPMENT FEES (1)

TYPE OF FEE CITY CODE AND RESOLUTION FEE PER RESIDENTIAL UNIT Plan preparation fee Resolution 2003-114
$22,890.31
NOTE: No impact fees can be charged for ADUs less than 750 square feet. Impact fees allowed for ADUs 750 square feet or larger but shall be charged proportionately in relation to square footage of the primary dwelling.

NOTE: Subject to adjustment each year per Construction Cost Index $1,562
South Livermore Road Improvement fee Resolution 2003-114 $13,229 City Wide - Transferrable Development Credits (TDC) Program In-Lieu Fee Ordinance 1979, Development Code Section 4.02.06D

1.5 Credits per single-family detached dwelling, in excess of baseline density within a density range of 1-7 du/acre, 1.25 credits per single family detached dwelling in excess of baseline density within a density range of 8-14 du/acre and 1/2 credit per multi-family attached dwelling - Current In-Lieu credit is $16,352.31. TDC Ordinance does not apply to residential projects in Downtown Specific Plan, affordable units covered by an agreement and residential projects that have received housing units through the City's Housing Implementation Program (HIP). (1) Areas within the California Water Service Area do not pay a City water connection fee. Areas within the Greenville/Vasco Assessment District or within Triad Park do not pay a City water connection fee. The fee for a single family residential unit is the 5/8 inch meter fee.

See Attached
Exhibit "E"

DOWNTOWN SPECIFIC PLAN DEVELOPMENT FEES

TYPE OF FEE
In-Lieu Payment for Public Open Space Resolution 2005-041 Resolution 2017-006
Major attraction fee Resolution 2003-114
In-Lieu Parking Fee
Downtown Revitalization Fee Title 12.32

EXHIBIT F

EXHIBIT B
2363

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/2023
Avg Daily Wastewater
Flow Factor Cost Per Cost Per
User Classification Gallons Per Day/Unit Unit1 GPD Unit Residential (BOD & SS = 285 mg/L)
Single-family residential 180 House $44.26 $7,966.31
Multi-family residential
Studio 95 Residential Unit $44.26 $4,204.44
One Bedroom 107 Residential Unit $44.26 $4,735.53
Two Bedroom 138 Residential Unit $44.26 $6,107.50
Three Bedroom 157 Residential Unit $44.26 $6,948.39
Four Bedroom 180 Residential Unit $44.26 $7,966.31
Commercial (BOD & SS = 285 mg/L unless otherwise shown) Auto repair shops/Auto dealers 0.11 Square Foot of Bldg $44.26 $4.87 Assembly Facilities2 0.15 Square Foot of Bldg $44.26 $6.64 Eating drinking facilities w/o cooking 0.35 Square Foot of Bldg $44.26 $15.49 Gas Stations 0.47 Square Foot of Bldg $44.26 $20.80
General Use 0.04 Square Foot of Bldg $44.26 $1.77
Gyms, Health Clubs 0.30 Square Foot of Bldg $44.26 $13.28 Hotels, Motels (excluding dining facilities) 0.15 Square Foot of Bldg $44.26 $6.64 Markets 0.19 Square Foot of Bldg $44.26 $8.41
Mixed Use3 0.10 Square Foot of Bldg $44.26 $4.43
Medical/Dental Office/ Clinic 0.22 Square Foot of Bldg $44.26 $9.74 Restaurants (1,000 mg/L BOD, 600 mg/L SS) 0.55 Square Foot of Bldg $65.22 $35.87 Warehouse/Distribution 0.01 Square Foot of Bldg $44.26 $0.44 Industrial/Other (Other Wastewater Customers Not Listed Above) Calculate Case-by-Case Based on Actual Flows/Strengths and Following Rates Connection Fee = (F x "Flow") + (B x "BOD") + (S x "SS") F = Flow cost $/gpd $34.28
B = BOD cost $/lb-day $2,981.54
S = SS cost $/lb-day $1,213.68
discharge
flow, in
"BOD" = The
"SS" = The
Governing Municipal Code Section: 13.28.050
Index Used: ENR 20- City Construction Cost Index
Previous % Change
Base Fee Current Previous Update
Year Update Fee Update to Current Update
Indices: (A) (B) (C) (D) =(C/B)-1
Index Date May-10 Jun-22 Jun-23
Index Value 8,761.47 13,110.50 13,229.57 0.91%
Discussion:

Notes:

4. This value is based by formula on BOD

6. Adjustments. The city council may, by resolution, adjust the fee schedule, including the flow factors, from time to time.

Once the fee is established, it shall automatically be increased annually based upon the Engineering News Record (ENR) 20- City construction Cost Index. In calculating the adjustment, the rate (in each use category, including the flow, BOD and SS costs) for the base year is multiplied by the index for the then-current year, divided by the base year index.

EXHIBIT A

1. Building square footage means the square footage sum of the floor area at each floor level included with the surrounding principal outside faces of exterior walls of a building or portions thereof, including mezzanines and lobbies. It does not include floor area devoted to vehicle parking, necessary interior driveways and ramps. The gross floor area of a building or portions thereof that doesn't have surrounding exterior walls shall include the usable area under the horizontal projection of the roof or floor above.

3. Mixed Use applies to parcels with Mixed Use zoning in the Downtown Core District and in the INSP.

2. Theaters can alternately estimate daily flow based on 2 gallons per seat ($87.72 per seat) The base year unit fees for Flow, BOD, and SS were determined in the March 2010 Wastewater, Water, Storm Drain Connection Fee Study for Expansion of Sanitary Sewer, Water Reclamation Plant, and Wastewater Disposal Facilities prepared for the City of Livermore by Craig R. Lawson Utility Management Consultant.

Wastewater Connection Fee Schedule
(fees Calculated from base year)

EXHIBIT F

EXHIBIT B
2364

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/2023
Non-Residential (per 1,000 sq ft)
Source - Park Facilities Fee Study (2004) Table 8; MuniFinancial Warehouse $1,587
Commercial $3,178
Multi-Family 3 bedrooms $21,809
Multi-Family 2 bedrooms $19,220
Senior Housing
$13,288
$2,113
Office $4,544
Industrial
Multi-Family 1 bedroom $14,872
$4,265
Multi-Family Studio
Residential (per dwelling unit)

EXHIBIT B
Park Facilities Fee Schedule
Single Family (& 4 bedroom multi-family) $25,065

LAND USE TOTAL FEE

EXHIBIT F

EXHIBIT B
2365

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/2023
Units of Use Fee Rates
d.u. $11,869
d.u. $5,531
d.u. $6,193
d.u. $8,002
d.u. $9,358
d.u. $3,642
K s.f. $32,235
K s.f. $20,636
K s.f. $12,812
K s.f. $6,473
per/room $9,306
d.u. $3,395
d.u. $3,802
d.u. $4,913
d.u. $5,745
K s.f. $14,595
Average Peak Hour Trip $14,883
1 Bedroom
Industrial
Warehouse
Commercial
3 or more Bedroom
2 Bedroom

EXHIBIT C
Traffic Impact Fees Schedule
Multi-Family
Studio
Land Uses
Citywide Except Downtown
Residential
Single-Family
Multi-Family
Studio
Hotel/Motel
Downtown Specific Plan
1 Bedroom
2 Bedroom
3 or more Bedroom
Senior Housing
Commercial
Office
Other

EXHIBIT F

EXHIBIT B
2366

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT
EFFECTIVE 10/08/2022
INDUSTRIAL/WAREHOUSE/MANUFACTURING $0.78/sq.ft.

OFFICE $0.78/sq.ft.

RESEARCH & DEVELOPMENT $0.78/sq.ft.

HOSPITALS $0.78/sq.ft.

RETAIL & SERVICES $0.624/sq.ft.

HOTEL/MOTEL: $0.316/sq.ft.

SELF STORAGE $0.06/sq.ft.

RESIDENTIAL: $4.79/sq.ft.
(Includes single family home, multi-family home, manufactured home, and mobile home) SENIOR HOUSING $0.78/sq.ft.
(Includes manufactured home or mobile home located in a mobile home park, subdivision, cooperative or condominium for mobile homes limited to 55 and older residents.) RESIDENTIAL ADDITIONS $4.79/sq.st. (501 sq.ft. or more) (Residential additions 500 sq.ft. or less and senior housing projects are exempt) * Additions are cumulative over time to a limit of 500 sf before fees square footage.
** The fee owed is based upon the fee amount in effect at the time the fee is paid.

LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT
685 East Jack London Blvd, Livermore, Ca 94551

FACILITIES PLANNING AND CONSTRUCTION
Jan Shipley, Construction Supervisor (925) 606-3390
Facilities Fax Number (925) 606-3327
Exhibit "D"

LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT

SUMMARY OF SCHOOL MITIGATION PROGRAM
are assesed. Once assessed, fees are paid on the entire added Resolution: 008 - 22/23 - Fee Effective October 8, 2022 Livermore Valley Joint Unified School District

EXHIBIT F

EXHIBIT B
2367

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/2023
Units of Use Fee Rates
d.u. $1,677
d.u. $1,415
d.u. $1,298
d.u. $996
d.u. $996
K s.f. $7
K s.f. $5
K s.f. $5
K s.f. $3
K s.f. $2
K s.f. $6
K s.f. $3
K s.f. $5
Mobile Home
Single-Family Detached
Single-Family Attached
Multi-Family
Office
Secondary Unit
Non-Residential Uses
Commercial

EXHIBIT E
Social and Human Service Facility Fee Schedule
Land Uses
Residential Uses
Retail
Office
Other Non-Residential
Service
Industrial
Manufacturing/R&D
Warehousing
Construction/Repair/Wholesale

EXHIBIT F

EXHIBIT B
2368
December 13, 2023
Andrew Hall
City of Livermore
101 W. Jack London Blvd.

Livermore, CA 94550
Subject: 2024 Municipal and Industrial (M&I) Water Connection Fee Increase Dear Andrew Hall,
This letter is to inform you that on October 18, 2023, the Zone 7 Board of Directors voted to increase the basic connection fee for the Zone 7 and Dougherty Valley service areas.

Within Alameda County, the basic fee (5/8-inch size displacement type meter) will increase to $34,530 from $33,730, and within Contra Costa County (Dougherty Valley) the basic fee (5/8-inch size displacement type meter) will increase to $33,130 from $32,360, all effective January 1, 2024. A new water service connection fee schedule is enclosed.

Please distribute revised fee schedule to appropriate staff.

If there are any questions, please contact me at [email protected] or at (925) 454-5017.

Thank you for your help in this matter.

Sincerely yours,
Junming Li
Junior Engineer
Enclosure
Cc: Paul Spence, City of Livermore, Community Development Director Franc Moufarrej, City of Livermore, Building Official
Valerie Pryor, Zone 7, General Manager
Osborn Solitei, Zone 7, Assistant General Manager
Jarnail Chahal, Zone 7, Acting Assistant General Manager JaVia Green, Zone 7, Financial Analyst
Elizabeth Foss, Zone 7, Financial Analyst
Ken Minn, Zone 7, Groundwater Resources Manager

EXHIBIT F

EXHIBIT B
2369

WATER CONNECTION FEE INFORMATION SHEET
New fee schedule effective January 1, 2024
I. GENERAL BACKGROUND
A. The Water Connection Charge Ordinance No. FC 72-1 as amended for Zone 7 was established January 18, 1972. The ordinance is applicable over the Zone 7 area that includes Livermore, Pleasanton, Dublin, Sunol, and surrounding communities.

The Ordinance requires a one-time water connection fee for all new water services from a water system that is directly connected to the Zone 7 water supply system.

This fee is used for funding the costs of expanding the Zone 7 water treatment and distribution system to serve new development.

B. The amount charged for a water connection is determined by the size of the meter to be installed. The meter sizes and corresponding water connection fees are listed below.

II. PROCEDURES FOR PAYMENT OF WATER CONNECTION FEES IN LIVERMORE,

PLEASANTON, & DUBLIN
The water connection fees are collected by the Building Departments of the Cities of Livermore and Pleasanton, and by the Dublin San Ramon Services District, which are agents for Zone 7. For that area within the California Water service area which is located outside of the Livermore city limits, connection fees will be paid at the Zone 7 office in Livermore.

III. WATER CONNECTION FEE SCHEDULE - FEES ARE REVIEWED AND SUBJECT TO

PERIODIC MODIFICATION
Meter Size Meter Brand/Type Fee Factor Connection Fee
5/8" & 1" FS DISPLACEMENT TYPE 10 $34,530
3/4" DISPLACEMENT TYPE 15 $51,795
1" DISPLACEMENT TYPE 25 $86,325
3/4" Short
Diehl

ULTRASONIC METER
(Pleasanton only) 30 $103,590
3/4" Long
Diehl

ULTRASONIC METER
(Pleasanton only) 30 $103,590
1" Diehl ULTRASONIC METER
(Pleasanton only) 55 $189,915
1" Kamstrup ULTRASONIC METER
(Livermore only) 55 $189,915
1 1/2"
DISPLACEMENT TYPE 50 $172,650

KAMSTRUP ULTRASONIC
(Pleasanton only) 120 $414,360
OMNI C2 160 $552,480
OMNI T2 160 $552,480

EXHIBIT F

EXHIBIT B
2370
Note - Connection fees for meters 3-inch and larger and for meters with fee factors other than those listed above, will be determined by Zone 7, using the fee factor for Maximum Rate for Continuous Operation, as defined by AWWA. These fees are based on the Maximum Continuous Flow Rate through a 5/8" meter and are proportional based on flow ratings for the various sized meters. Flow ratings for displacement type meters are defined by AWWA C700 for Cold-Water Meter -- Displacement Type, Bronze Case. Flow ratings for turbine type meters are defined by AWWA C701 for Cold Water Meters -- Turbine Type, For Customer Service. Any changes to meter capacities will affect the above connection fees.

IV. EXEMPTIONS
No fee will be collected for SEPARATE private fire service connections. See Section VI of the Ordinance (copy available upon request).

V. PARTIAL EXEMPTIONS
A partial exemption sometimes applies for domestic fire sprinkling systems up to 1" meter size. See Section VI of the Ordinance (copy available upon request).

VI. FOR FURTHER INFORMATION
Contact Junming Li at (925) 454-5017, or [email protected]. 2"

OMNI WITH
50 GPM RESTRICTION 50 $172,650
DISPLACEMENT TYPE 80 $276,240

OMNI WITH
80 GPM RESTRICTION 80 $276,240
Mueller MVR 115 $397,095

OMNI WITH
120 GPM RESTRICTION 120 $414,360
SENSUS SR/SRII 160 $552,480

KAMSTRUP SHORT ULTRASONIC
(Pleasanton only) 160 $552,480

KAMSTRUP LONG ULTRASONIC
(Pleasanton only) 160 $552,480
OMNI C2 160 $552,480
OMNI T2 200 $690,600
evoQ4 MAGNETIC
(Pleasanton only) 220 $759,660

EXHIBIT F

EXHIBIT B
2371
Zone 7 M&I Connection Fee
Rate Schedule
Effective January 1, 2024
Meter Size Meter Brand/Type
Recommended
Maximum Rate
for Continuous
Use (gpm)
Connection Fee
Amount
5/8" & 1" FS* DISPLACEMENT TYPE 10 $34,530
3/4" DISPLACEMENT TYPE 15 $51,795
1" DISPLACEMENT TYPE 25 $86,325
3/4" Short Diehl ULTRASONIC METER
(Pleasanton only) 30 $103,590
3/4" Long Diehl ULTRASONIC METER
(Pleasanton only) 30 $103,590
1" Diehl ULTRASONIC METER
(Pleasanton only) 55 $189,915
1" Kamstrup ULTRASONIC METER
(Livermore only) 55 $189,915
DISPLACEMENT TYPE 50 $172,650

KAMSTRUP ULTRASONIC
(Pleasanton only) 120 $414,360
OMNI C2 160 $552,480
OMNI T2 160 $552,480

OMNI WITH
50 GPM RESTRICTION 50 $172,650
DISPLACEMENT TYPE 80 $276,240

OMNI WITH
80 GPM RESTRICTION 80 $276,240
Mueller MVR 115 $397,095

OMNI WITH
120 GPM RESTRICTION 120 $414,360
SENSUS SR/SRII 160 $552,480

KAMSTRUP SHORT ULTRASONIC
(Pleasanton only) 160 $552,480

KAMSTRUP LONG ULTRASONIC
(Pleasanton only) 160 $552,480
OMNI C2 160 $552,480
OMNI T2 200 $690,600
evoQ4 MAGNETIC
(Pleasanton only) 220 $759,660
3" to 10" **
* Per Fee Ordinance Section VI, combined domestic and fire service connections are subject to the connection charge based on the meter size for the combined system, except the basic charge shall be collected for combined systems, up to a maximum oneinch (1") meter size, for single family and duplex housing units with fire sprinkler systems approved by the appropriate fire department and installed in accordance with applicable building requirements. Contact the Zone 7 office with any additional questions.
** Connection fees for meter sizes 3-inches and above will be determined by using the fee factor for maximum rate for continuous use.

Fees for meters other than those listed above will be determined based upon the AWWA maximum continuous flow rating for the brand, type, and size of meter.

These fees are based on the Maximum Continuous Flow Rate through a 5/8" meter as defined by AWWA C700 for Cold-Water Meter -- Displacement Type, Bronze Case.

Any changes to meter capacities will affect the above connection fees.

Currently, the Diehl, Kamstrup, & evoQ4 meters are only available in Pleasanton and/or Livermore as indicated in the table. 1 1/2"
2"

EXHIBIT F

EXHIBIT B
2372
RESOLUTION NO. 044-19/20

TO UPDATE STATUTORY DEVELOPER FEES IMPOSED ON NEW RESIDENTIAL

AND COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS PURSUANT TO EDUCATION CODE SECTION 17620
WHEREAS, the School Board ("Board") of the Livermore Valley Joint Unified District ("District") provides for the educational needs for TK-12 students within the City of Livermore and a portion of the unincorporated counties of Alameda and Contra Costa (collectively, "Counties"); and WHEREAS, The State Allocation Board has taken action pursuant to Government Code Section 65995(b)(3), which authorizes Districts to increase Statutory Developer Fees to $4.08 per square foot for assessable space of residential development and $0.66 per square foot of chargeable covered and enclosed space for all categories of commercial/industrial development, as long as such Statutory Developer Fees are properly justified by the District pursuant to law; and WHEREAS, new residential and commercial/industrial development continues to generate additional students for the District's schools and the District is required to provide school facilities ("School Facilities") to accommodate those students; and
WHEREAS, overcrowded schools within the District would have an impact on the District's ability to provide an adequate quality education and negatively impacts the educational opportunities for the District's students; and
WHEREAS, the District does not have sufficient funds available for the construction or reconstruction of the School Facilities, including acquisition of sites, construction of permanent School Facilities, and acquisition of interim School Facilities, to accommodate students from new residential and commercial/industrial development; and
WHEREAS, the Board of the District has received and considered two studies entitled "Residential Development School Fee Justification Study for Livermore Valley Joint Unified District" and "Commercial/Industrial Development School Fee Justification Study for Livermore Valley Joint Unified District" ("Studies"), which Studies include information, documentation, and analysis of the School Facilities needs of the District, including (a) the purpose of the Statutory Developer Fees; (b) the use to which the Statutory Developer Fees are to be put; (c) the nexus (roughly proportional and reasonable relationship) between the residential and commercial/industrial development; and (1) the use for Statutory Developer Fees; (2) the need for School Facilities; (3) the cost of School Facilities; and the amount of Statutory Developer Fees from new residential and commercial/industrial development; (d) a determination of the impact of the increased number of employees anticipated to result from the commercial/industrial development (by category) upon the cost of providing School Facilities within the District; (e) an evaluation and projection of the number of students that will be generated by new residential development; (n the new School Facilities that will be required to serve such students; and (g) the cost of such School Facilities; and WHEREAS, said Studies pertaining to the Statutory Developer Fees and to the capital facilities needs of the District were made available to the public as required by law before the Board considered at a regularly scheduled public meeting the Statutory Developer Fees; and -1-

EXHIBIT F

EXHIBIT B
2373
(
WHEREAS, all required notices of the proposed Statutory Developer Fees have been given; and WHEREAS, a Public Hearing was held at a regularly scheduled meeting of the Board of the District relating to the proposed Statutory Developer Fees; and
WHEREAS, Education Code Section 17621 provides that the adoption, increase or imposition of any fee, charge, dedication, or other requirement, pursuant to Education Code Section 17620 shall not be subject to Division 13 (commencing with Section 21000) of the Public Resources Code.

NOW, THEREFORE, THE SCHOOL BOARD OF THE LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. That the Board accepts and adopts the Studies.

Section 2. That the Board finds that the purpose of the Statutory Developer Fees imposed upon new residential development is to fund the additional School Facilities required to serve the students generated by the new residential development upon which the Statutory Developer Fees are imposed.

Section 3. That the Board finds that the Statutory Developer Fees imposed on new residential development will be used only to finance those School Facilities described in the Study and related documents and that these School Facilities are required to serve the students generated by the new residential development within the District; and that the use of the Statutory Developer Fees will include construction or acquisition of additional School Facilities, remodeling existing School Facilities to add additional classrooms, and technology, and acquiring and installing additional portable classrooms and related School Facilities, with the specific location of new schools, remodeling of existing School Facilities, and additional portables to be determined based on the residence of the students being generated by such new residential development, as well as any required central administrative and support facilities, within the District.

Section 4. That the Board finds that there is a roughly proportional, reasonable relationship between the use of the Statutory Developer Fees and the new residential development within the District because the Statutory Developer Fees imposed on new residential development by this Resolution, will be used to fund School Facilities which will be used to serve the students generated by such new residential development.

Section 5. That the Board finds that there is a roughly proportional, reasonable relationship between the new residential development upon which the Statutory Developer Fees are imposed, and the need for additional School Facilities in the District because new students will be generated from new residential development within the District and there is not sufficient capacity in the existing School Facilities to accommodate all additional students.

Section 6. That the Board finds that the amount of the Statutory Developer Fees levied on new residential development as set forth in this Resolution is roughly proportional and reasonably related to, and does not exceed the cost of, providing the School Facilities required to serve the students generated by such new residential development within the District. ·
-2-

EXHIBIT F

EXHIBIT B
2374
Section 7. That the Board finds that the purpose of the Statutory Developer Fees imposed on new commercial/industrial development is to fund the additional School Facilities required to serve the students generated by the new commercial/industrial development upon which the Statutory Developer Fees are imposed.

Section 8. That the Board finds that the Statutory Developer Fees imposed on new commercial/industrial development (by category) will be used only to finance those School Facilities described in the Studies and related documents and that these School Facilities are required to serve the students generated by such new commercial/industrial development; and that the use of the Statutory Developer Fees will include construction or acquisition of additional School Facilities, remodeling existing School Facilities to add additional classrooms and technology, and acquiring and installing additional portable classrooms and related facilities, with the specific location of new schools, remodeling of existing School Facilities, and additional portables to be determined based on the residence of the students being generated by such new commercial/industrial development, as well as any required central administrative and support facilities within the District.

Section 9. That the Board finds that there is a roughly proportional, reasonable relationship between the use of the Statutory Developer Fees and new commercial/industrial development by category within the District because the Statutory Developer Fees imposed on commercial/industrial development by this Resolution will be used to fund School Facilities which will be used to serve the students generated by such new commercial/industrial development.

Section 10. That the Board finds that there is a roughly proportional, reasonable relationship between the new commercial/industrial development by category, upon which the Statutory Developer Fees are imposed, and the need for additional School Facilities in the District because new students will be generated from new commercial/industrial development within the District and the District does not have sufficient student capacity in the existing School Facilities to accommodate these anticipated students.

Section 11. That the Board finds that the amount of the Statutory Developer Fees levied on new commercial/industrial development by category as set forth in this Resolution is roughly proportional and reasonably related to and does not exceed the cost of providing the School Facilities required to serve the students generated by such new commercial/industrial development within the District.

Section 12. That the Board finds that a separate account has been established for the deposit of Statutory Developer Fees imposed on residential and commercial/industrial development and that said account has at all times since been separately maintained, except for temporary investments, from other funds of the District.

Section 13. That the Board finds that the funds of the account, described in Section 12, consisting of the proceeds of Statutory Developer Fees have been imposed for the purposes of constructing and reconstructing those School Facilities necessitated by new residential and commercial/industrial development, and thus, these funds may be expended for those purposes. The Statutory Developer Fees may also be expended by the District for the costs of performing any study or otherwise making the findings and determinations required under subdivisions (a), (b), and (d) of Section 66001 of the Government Code.

In addition, the District may also retain, as appropriate, an amount not to exceed in any fiscal year, three percent (3%) of the fees collected in that fiscal year pursuant to Education Code Section 17620 for reimbursement of the administrative costs incurred by the District in collecting the Statutory Developer Fees. -3-

EXHIBIT F

EXHIBIT B
2375
Section 14. That the Board hereby increases the Statutory Developer Fees as a condition of approval of new residential development projects and imposes the Statutory Developer Fees on such development projects in the following amounts:

A. $4.08 per square foot of assessable space for new single family detached residential development and new multifamily attached residential development, including new residential projects, manufactured homes and mobile homes as authorized under Education Code Section 17625, and including residential construction other than new construction where such construction results in an increase of assessable space, as defined in Government Code Section 65995, in excess of 500 square feet. However, these amounts shall not be imposed on any development project used exclusively for housing senior citizens, as described in Civil Code Section 51 .3, or as described in Subdivision J of Section 1569.2 of the Health and Safety Code or paragraph 9 of subdivision (d) of Section 15432 of the Government Code or any mobile home or manufactured home that is located within a mobile home park, subdivision, cooperative or condominium for mobile homes limited to older persons as defined by the Federal Fair Housing Amendments of 1988.

B. $0.66 per square foot of assessable space for new residential development used exclusively for the housing of senior citizens, as described in Section 51 .3 of the Civil Code or as described in subdivision J of Section 1569 of the Health and Safety Code or paragraph 9 of subdivision (d) of Section 15432 of the Government Code or any mobile home or manufactured home that is located within a mobile home park, subdivision, cooperative or condominium for mobile homes limited to older persons as defined by the Federal Fair Housing Amendments of 1988.

Section 15. That this Board hereby increases the Statutory Developer Fees as a condition of approval of new commercial/industrial development projects and levies the Statutory Developer Fees on such development projects in the following amounts per square foot of chargeable covered and enclosed space for the following categories of commercial/industrial development:

Retail and Services
Office
Research and Development
Industrial/Warehouse/Manufacturing
Hospitals
Hotel/Motel
Self-Storage
$0.624
$0.66
$0.66
$0.66
$0.66
$0.316
$0.018
Section 16. That the proceeds of the Statutory Developer Fees established pursuant to this Resolution shall continue to be deposited into that account identified in Section 12 of this Resolution, the proceeds of which shall be used exclusively for the purpose for which the Statutory Developer Fees are to be collected, including accomplishing any study, findings or determinations required by subdivisions (a), (b) and (d) of Section 66001 of the Government Code or retaining an amount not to exceed in any fiscal year, three percent (3%) of the fees collected in that fiscal year pursuant to Education Code Section 17620 for -4-

EXHIBIT F

EXHIBIT B
2376
reimbursement of the administrative costs incurred by the District in collecting the Statutory Developer Fees or in financing the described Study or in defending the imposition of Statutory Developer Fees.

Section 17. That the Superintendent, or her designee, is directed to cause a copy of this Resolution to be delivered to the building official of the Cities and Counties within the District's boundaries and the Office of Statewide Health Planning and Development ("OSHPD") along with a copy of all the supporting documentation referenced herein and a map of the District clearly indicating the boundaries thereof, advising the Cities, Counties, and OSHPD that new residential and commercial/industrial development is subject to the Statutory Developer Fees readopted pursuant to this Resolution and requesting that no building permit or approval for occupancy be issued by any of these entities for any new residential development project, mobile home, or manufactured home subject to the Statutory Developer Fees absent a certification from this District of compliance of such project with the requirements of the Statutory Developer Fees, nor that any building permit be issued for any non-residential development absent a certification from this District of compliance with the requirements of the applicable Statutory Developer Fees.

Section 18. That the Board hereby establishes a process that permits the party against whom the commercial/industrial Statutory Developer Fees are imposed, the opportunity for a hearing to appeal that imposition of Statutory Developer Fees for commercial/industrial development as required by Education Code Section 17621(e)(2). The appeal process is as follows:

A. Within ten (10) calendar days of being notified, in writing, (by personal delivery or deposit in the U.S. Mail) of the commercial/industrial Statutory Developer Fees to be imposed or paying the commercial/industrial Statutory Developer Fees, pursuant to Education Code Section 17620, a party shall file a written request for a hearing regarding the imposition of commercial/industrial Statutory Developer Fees. The party shall state in the written request the grounds for opposing the imposition of commercial/industrial Statutory Developer Fees and said written request shall be served by personal delivery or certified or registered mail to the Superintendent of the District.

B. The possible grounds for that appeal include, but are not limited to, the inaccuracy of including the project within the category pursuant to which the commercial/industrial Statutory Developer Fees are to be imposed, or that the employee generation or pupil generation factors utilized under the applicable category are inaccurate as applied to the project.

C. Within ten (10) calendar days of receipt of the written request for a hearing regarding the imposition of commercial/industrial Statutory Developer Fees, the Superintendent of the District, or her designee, shall give notice in writing of the date, place and time of the hearing to the party appealing the imposition of commercial/industrial Statutory Developer Fees. The Superintendent, or her designee, shall schedule and conduct said hearing within thirty (30) calendar days of receipt of the written request. The Superintendent, or her designee, shall render a written decision within ten (10) days following the hearing on the party's appeal and serve it by certified or registered mail to the last known address of the party.
-5-

EXHIBIT F

EXHIBIT B
2377
D. The party against whom the commercial/industrial Statutory Developer Fees are imposed may appeal the Superintendent's, or her designee's, decision to the Board of the District.

E. The party appealing the Superintendent's, or her designee's decision, shall state in the written appeal the grounds for opposing the imposition of the commercial/industrial Statutory Developer Fees and said written appeal shall be served by personal delivery or certified or registered mail to the Superintendent of the District.

F. The possible grounds for that appeal to the Board of the District include, but are not limited to, the inaccuracy of including the project within the category pursuant to which the commercial/industrial Statutory Developer Fees are to be imposed, or that the employee generation or pupil generation factors utilized under the applicable category are inaccurate as applied to the project.

G. Within ten (10) calendar days of receipt of the written request for a hearing regarding the imposition of commercial/industrial Statutory Developer Fees, the Superintendent of the District, or her designee, shall give notice in writing of the date, place and time of the hearing to the party appealing the imposition of commercial/industrial Statutory Developer Fees. The Board of the District shall schedule and conduct said hearing at the next regular meeting of the Board, provided that the party is given notice at least five (5) working days prior to the regular meeting of the Board. The Board shall render a written decision within ten (10) days following the hearing on the party's appeal and serve the decision by certified or registered mail to the last known address of the party.

H. The party appealing the imposition of the commercial/industrial Statutory Developer Fees shall bear the burden of establishing that the commercial/industrial Statutory Developer Fees are improper.

Section 19. That the Superintendent is authorized to cause a certificate of compliance to be issued for each development project, mobile home and manufactured home for which there is compliance with the requirement for payment of the Statutory Developer Fees in the amount specified by this Resolution.

In the event a certificate of compliance is issued for the payment of Statutory Developer Fees for a development project, mobile home or manufactured home and it is later determined that the statement or other representation made by an authorized party concerning the development project as to square footage is untrue, then such certificate shall automatically terminate, and the appropriate City shall be so notified.

Section 20. That no statement or provision set forth in this Resolution, or referred to therein shall be construed to repeal any preexisting fee previously imposed by the District on any residential or nonresidential development.

Section 21. That the District's Statutory Developer Fees will become effective sixty (60) days from the date of this Resolution unless a separate resolution increasing the fees immediately on an urgency basis is adopted by the Board.
-6-

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APPROVED AND ADOPTED by roll call vote this 17• day of March 2020. / / AYES: Bueno / Prusso / RoggeL Wenzel_L_White __ _
NOES: Bueno ___ Prusso ___ Rogge ___ Wenzel __ White __ _ ABSTENTIONS: Bueno ___ Prusso __ Rogge ___ Wenzel __ White __ _ ABSENT: Bueno ___ Prusso __ Rogge ___ Wenzel __ White. __ _ BY ~
Clerk of the Board of Educ tion v ore
Valley Joint Unified School Dist ct of Alameda
County and Contra Costa County, State of California
-7-

EXHIBIT F

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2379
To: Tri-Valley Transportation Council
From: TVTC Finance Committee
By: Technical Advisory Committee (TAC)
Date: April 19, 2021
Subject: ADOPT the Tri-Valley Transportation Development Fee Construction Cost Index Annual Adjustment

BACKGROUND
The Joint Exercise of Powers Agreement (JEPA) for the Tri-Valley Transportation Development Fee (TVTDF) specifies that the TVTDF amounts are to be adjusted automatically as of July 1 of each year to reflect changes in regional construction costs. JEPA Section 3(D)(I) requires the TVTC adopt the adjustment by a simple majority.

DISCUSSION
The amount of the adjustment is based on the change in the “Construction Cost Index” (CCI) for the San Francisco Bay Area, as reported annually in the Engineering News Record (ENR). The December 2020 ENR CCI for the San Francisco Bay Area is +3.2%.

RECOMMENDATION
The TVTC Finance Committee recommends the TVTC adopt the Tri-Valley Transportation Development Fee Construction Cost Index Annual Adjustment and notify each TVTC member agency to collect the TVTDF rates as listed below starting July 1, 2021:

Single Family Residential $5,057.00/Dwelling Unit (DU)
Multi-Family Residential $3,484.00/DU
Office $8.59/sq. ft. Gross Floor Area
Retail $3.74/sq. ft. Gross Floor Area
Industrial $5.00/sq. ft. Gross Floor Area
Other $5,620.00/average am/pm peak hour trip
ADU/SDU $0
Affordable Housing $0
Scott Perkins
TVTC Chair
Vice Mayor
San Ramon
(925) 973-2544
Jean Josey
TVTC Vice-Chair
Councilmember
Dublin
(925) 833-2530
Renee Morgan
Mayor
Town of Danville
(925) 918-3999
David Haubert
Supervisor District 1
Alameda County
(925) 551-6995
Candace Andersen
Supervisor District 2
Contra Costa
(925) 957-8860
Brittni Kiick
Councilmember
City of Livermore
(925) 960-4019
Karla Brown
Mayor
City of Pleasanton
(925) 931-5001

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TVTDF Historical Fee Rates
2019 2020 2021
Single Family Residential (per DU) $4,650.56 $4,901.00 $5,057.00 Multi-Family Residential (per DU) $3,203.48 $3,376.00 $3,484.00 Office (per SF Gross Floor Area) $7.90 $8.33 $8.59
Retail (per SF Gross Floor Area) $3.41 $3.63 $3.74
Industrial (per SF Gross Floor Area) $4.60 $4.85 $5.00
Other (average am/pm peak hour trip) $5,167.00 $5,446.00 $5,620.00 Affordable Housing * $0.00 $0.00 $0.00
ADU/SDU** $0.00 $0.00 $0.00
*Pursuant to Resolution 2015-01 Adjusting the Tri-Valley Transportation Development Fee Schedule **Pursuant to Resolution 2019-03 – Resetting the Accessory Dwelling Unit/Secondary Dwelling Unit Fee in the Tri-Valley Transportation Development Fee Program

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EXHIBIT G

FORM OF ESTOPPEL CERTIFICATE
Isabel Portola Owner, LLC
1875 Century Park East, Suite 1130
Los Angeles, CA 90067
RE: Estoppel Certificate – Development Agreement dated _______ by and between the City of Livermore, a California municipal corporation (the “City”) and Isabel Portola Owner, LLC, a Delaware limited liability company qualified to do business in California (“Developer”), recorded on ________ as Document No. ___________ in the official records of Alameda County, California (the “Development Agreement”) To Whom it May Concern:

Pursuant to the Development Agreement, request has been made of the undersigned to make this Estoppel Certificate to you in your capacity as [status of party requesting Estoppel Certificate], on behalf of the City, in connection with the [event triggering request for Estoppel Certificate] regarding that certain real property described in Recital C of the Development Agreement (“Property”). Capital terms used and not defined herein shall have the same meaning ascribed to them in the Development Agreement.

Pursuant to Section 31 of the Development Agreement, the undersigned, on behalf of the City, certifies as follows:

1. The Development Agreement as defined herein is in full force and effect and has not been amended, modified or assigned, either orally or in writing; and

2. There exists no material default in the performance of the obligations set forth in the Development Agreement, and any and all development obligations affecting the Property have been, to date, satisfied in full.

The undersigned understands that you are relying on this Estoppel Certificate in connection with [event triggering request for Estoppel Certificate]. The statements set forth herein shall be binding only to the extent required by the Development Agreement and for no other purpose and to no other persons or entities.

The City of Livermore, a municipal corporation
By: _____________________________
Name: _____________________________
Its: _____________________________

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EXHIBIT H
Introduction
In addition to terms defined elsewhere in the Agreement and its Exhibits, this Exhibit H identifies definitions for convenience.

Definitions

1. “Affordable Housing” means the Low Income Housing Units, the Moderate Income Rental Units, the Median Income Rental Units, the Moderate Income For- Sale Units, and the Median Income For-Sale Units, collectively, as these terms are defined herein.

2. “Commercial Blocks” means Planning Areas C1-B, C2-A, and S1, as shown on Exhibit B (Development Plans).

3. “Commercial Component of Planning Area S1” means a first-floor commercial tenant space of approximately 23,924 square feet as described in Exhibit B (Development Plans).

4. “Commercial Component of Planning Area C2-A” means a first-floor commercial tenant space of at least 27,918 square feet as described in Exhibit B (Concept Design Plan).

5. “Community Benefit Fund” means the City’s Community Benefit Fund with the purpose of building a vibrant and amenity-rich community consistent with Isabel Neighborhood Specific Plan goals and Strategic Plan Goals.

6. “Enhanced Paving” means decorative surface designs with greater detail than typical, including unique colors, materials, patterns, etc. Examples of such paving include decorative stamped asphalt, scored asphalt, inlaid thermoplastic, etc., to be located along Main Street and at primary Project entrance points.

7. “Flexible Co-Workspace” means any office use that provides a communal workspace or shared facilities for multiple employers, employees, or users. Such communal or shared space may consist of any of the following: offices, breakrooms, kitchens, restrooms, and any other rooms necessary to facilitate shared office work.

8. “Food Hall” means a marketplace with multiple vendors, with a focus on local vendors or selling locally-sourced food or beverage products. At least 8,000 gross square feet of commercial building space shall be occupied by vendor within the Food Hall that sell fresh, unprepared foods such as meat, fish, dairy, grains, fruit, vegetables, and related items,. The Director may revise the square footage limit upon the written request of the Developer.

9. “Fully Furnished” means the provision of seating, tables, landscape, hardscape, walkways, public art, and other amenities for Outdoor Plaza Areas in Planning Areas C1-C, C2-C, and TS, as identified in Recital F and Exhibit B (Development Plans).

10. “Knox Box” means a mutual locking mechanism installed on building entries to provide 24-

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hour fire and law enforcement access to the building.

11. “LARPD” means the Livermore Area Recreation and Park District.

12. “Landing Area” is as described in Exhibit C

13. “Landscaping” means any tree, shrub, or groundcover installed as part of the Phase I or Phase II Project Infrastructure.

14. "Low Income Housing Amount” is as defined in Exhibit D.

15. “Low Income Housing Cash Payment” is as defined in Exhibit D.

16. “Low Income Housing Rental Units” means the Project’s units of “low income” multi-family rental housing reserved for “Very Low Income Household” rental housing, as the term is defined in Health & Safety Code, Section 50105, and the units reserved for “Lower Income Household” rental housing, as the term is defined in Health & Safety Code, Section 50079.5.

17. “LIHTC Financing Conditions” is as defined in Exhibit D.

18. “Permanent Commercial Grocer” means a business that generally conforms to NAICS code 445110, "Supermarkets and Other Grocery (except Convenience) Stores." Such establishments are generally known as food markets and grocery stores and primarily engaged in retailing a general line of groceries and sundries and prepared food.

19. “Phase I Project Infrastructure” means all of the following components as depicted in Exhibit C:
a. “Primary Internal Improvements”:
i. The construction of the first lift of pavement for the Primary Internal Streets, including sidewalks, crosswalks and intersections, and Enhanced Paving, as shown in Exhibit B.
ii. Main arterial sewer, water, storm water, and joint trench conduit along Primary Internal Streets, as identified in Exhibits B.
iii. Delivery of mass graded pads within Planning Areas. iv. Utilities (sewer, storm drain, water and joint trench conduit only) stubbed to Planning Area S3A, as identified on the VTTM and depicted in Exhibit B. v. Delivery of paved, 15,000 square foot temporary commercial activation space with temporary water and power, as described in Exhibit E. vi. Sidewalk, curb, gutter, street trees, irrigation (water and power) on Primary Internal Streets and Project Frontage.
vii. Bioretention areas on Primary Internal Streets.

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viii. Trail corridor in the southern side of Planning Areas S1, S2 and S4, providing a pedestrian connection along Isabel Avenue between Gateway Drive and Shea Center Drive.
ix. Street Lighting on Primary Internal Streets.
b. “Offsite Improvements”
i. Traffic signal at the intersection of Isabel Avenue and Gateway Avenue. ii. Traffic signal at the intersection of Isabel Avenue and Street A, including Enhanced Paving in the intersection and in four- legged crosswalks. iii. Traffic signal at the intersection of Isabel Avenue and Gateway Avenue, including enhanced intersection paving and four-legged crosswalks with enhanced paving.
iv. Traffic signal at the intersection of Portola Avenue and Main. v. Street, including enhanced intersection paving and four-legged crosswalks with enhanced paving.
vi. Isabel Avenue center median improvements, including curb, planter, landscaping, street trees, irrigation (water and power) connected to the City's centralized irrigation system, etc. from Portola Avenue to Interstate-580 interchange up to the Caltrans Right-of-Way.
vii. Caltrans Embankment Landscaping;
viii. Enhanced at-grade crossing at intersection of Gateway Avenue and Isabel Avenue.

1. The enhanced at grade crossing shall include bulb outs, center median refuge, flashing beacons, or any other features to enhance pedestrian safety, comfort, and visibility.
c. “Bus Stop Improvements”
i. Bus stop located on the easternmost northbound lane of Highway 84/Isabel Ave, directly to the north of Street A, as identified in Exhibit B (Development Plans).
ii. Bus stop located on the westernmost southbound lane of Highway 84/Isabel Ave, directly to the south of Street A, as identified in Exhibit B (Development Plans).
iii. Bus Stop located on the westbound lane of Portola Avenue, within 150 east or west of the Cayetano Park entrance.
iv. Concrete pad and shelter for the existing bus stop located on the south side

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of Portola Avenue at the Montage Drive intersection.
d. “Bike Lane Improvements”
i. Class IV bike lane on the south side of Portola Avenue, aligning from the Project’s western property boundary to Isabel Avenue.
ii. Class IV bike lane on the southbound Isabel Avenue frontage between Portola Avenue and the Interstate 580 interchange up to the Caltrans Rightof-Way. iii. Class IV bike lane on south side of Portola Ave from Collier Canyon Road to the Project’s western property boundary.
iv. Class IV bike lane on north side of Portola Avenue from Campus Hill Drive to Montage Drive.
v. Class IV bike lane on the north side of Portola Avenue from Collier Canyon Road to Copper Crest Common.
vi. Class IV bike lane on the north side of Portola Avenue from the Cayetano Park entrance to Campus Hill Drive.
vii. Class IV bike lanes on the east and west sides of Campus Hill Drive, from Portola Avenue to Heligan Lane, subject to the Director’s determination if the bike lane will be Class IV or Class II as set forth Exhibit C. viii. Separated bike islands at the southwest, northwest, and northeast corners of the Isabel Avenue/Portola Avenue intersection, as shown in the Development Plans (Attachment B).
ix. ClassIII bike lane along Gateway Avenue from the western project boundary to Collier Canyon Road.
x. Class II bike lane along the northbound Shea Center Drive frontage. e. “Law Enforcement Assets – Perimeter”
i. All Vehicle License Plate Reader and CCTV cameras identified as “Perimeter Assets” on Exhibit R.
ii. All necessary fiber optic and electrical connections to all required Vehicle License Plate Reader and CCVT cameras.

20. “Phase II Project Infrastructure” means all of the following components as depicted in Exhibit C:
a. Final lift of pavement for Primary Internal Streets; b. Neighborhood Park in Planning Area N3-B;

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c. Town Square in Planning Area TS;
d. Pocket Plazas in Planning Areas C1-C and C2-C;
e. Pedestrian lighting on Primary Internal Streets; and f. “Law Enforcement Assets – Interior”.
i. All CCTV cameras identified as “Interior Assets” on Exhibit R. ii. Knox Boxes or other mutual access tools installed at each exit stairwell of each Commercial Block, granting access to both Livermore Fire Department and Livermore Police Department personnel, as feasible.

21. “Primary Internal Street(s)” means each of the Project’s public streets that serve Subareas and connect to existing public streets, including Main Street, Gateway Avenue, Street A, Street B, and Street C, as identified on Exhibit B (Development Plans).

22. “Social Opportunity Endowment (SOE) Fund” means the City’s Social Opportunity Endowment Fund with the purposes of providing a long-term stable funding source for the delivery of quality human services to low-income city residents.

23. “Springtown Open Space Improvements” (CIP No. 202319) means the new three-four-acre park within the Springtown Open Space between the Springtown Library and Springtown Homeowner Association facilities. The park will include the following:
a. an active play area,
b. shade structures and picnic benches, and
c. a multipurpose field and a community garden.

24. “Temporary Commercial Activation” is as defined below and in Exhibit E. a. Shall mean an area of no less than 15,000 square feet in the aggregate that is located adjacent to and easily accessible from Main Street for use as temporary commercial space. The Temporary Commercial Activation shall include the installation of asphalt, concrete, and/or other landscape and hardscape elements, lighting, temporary trees, temporary power, temporary water, temporary restroom and sanitation facilities, temporary parking, temporary seating, and other elements necessary to facilitate commercial activity and use by the public, subject to Community Development Department Director approval, but shall not require the construction of vertical structures or buildings.
b. Uses. The type of uses and events allowable as Temporary Commercial Activation shall include but are not limited to: sale of fresh and prepared food, drink and related products (“Temporary Commercial Operator”), which may include mobile food vendors; specialty goods retail; general commercial services provided to the general public; community events such as live music, cultural arts performances, farmer’s

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markets, outdoor films, or similar community event uses.

25. “Temp Power” means temporary power is provided to the Planning Area authorized for temporary electrical service.

26. “Temp Water” means waterservice available to the Planning Area authorized for temporary use for fire suppression purposes.

27. “TIF” means traffic impact fees.

28. “Tolling Agreement” is as defined in Section 37.

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EXHIBIT I EXHIBIT B

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B
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EXHIBIT J
Community Facilities District (CFD) Provisions
A. General Terms

1. Formation of the New Facilities CFD. If Developer submits a written request to the City Manager to establish the New Facilities CFD during the term of the Development Agreement, the City Manager shall, within sixty (60) days, notify the Developer in writing whether the City, subject to City Council approval, is willing to establish the New Facilities CFD in accordance with Section C of this Exhibit J or prefers the Developer to work with a joint powers authority to establish the CFD in accordance with Section D of this Exhibit J.

2. Annexation of the Property into the Isabel Maintenance CFD. Developer shall annex the Property into City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) (“Isabel Maintenance CFD”) in accordance with Section B of this Exhibit J.

3. Tax Rate Limitation. The Total Tax Obligation (as defined below) for each residential unit in the Project as a result of the annexation of the Property to the Isabel Maintenance CFD and the formation of the New Facilities CFD, calculated at the time of the Resolution of Intention for the New Facilities CFD and based upon the expected or assigned special tax rates (and not on the back-up special tax rates) for the New Facilities CFD and the Isabel Maintenance CFD special tax rates set forth in Section B of this Exhibit J, shall be no greater than one and eighty-six hundredths percent (1.86%) of the anticipated sales price of such residential unit (“Tax Rate Limitation”). The anticipated sales price of a residential unit may be based on reasonable projections of value over time proposed by the Developer and acceptable to the City.

For purposes of this Section, the term “Total Tax Obligation” means, with respect to a residential unit at the time of calculation, the sum of: (a) the ad valorem taxes actually levied or projected to be levied if the residential unit were developed at the time of calculation; (b) the Maximum Facilities Special Tax Rates levied or projected to be levied in the New Facilities CFD if the residential unit were developed at the time of calculation; (c) the maximum Isabel Maintenance CFD special tax rates; and (d) all other special taxes (based on assigned special tax rates) or assessments secured by a lien on the residential unit levied or projected to be levied if the residential unit was developed at the time of calculation. Homeowner's association fees shall not be included in the calculation of the Total Tax Obligation.

4. Disclosure to Property Owners. Developer agrees to provide, or cause to be provided, the disclosure to purchasers of property in the Project related to the Isabel Maintenance CFD and the New Facilities CFD in the manner and at the time required by the Mello Roos Act.

5. Limitation on Other Land-Secured Financing Districts. Other than the Isabel Maintenance CFD, the New Facilities CFD and one or more citywide special tax or assessment districts, City shall not form any additional land-secured financing district over any portion of the property in the Project without Developer’s written consent which may be given in its sole discretion.

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EXHIBIT J EXHIBIT B

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B. Formation of the Isabel Maintenance CFD

1. Timing for Annexation to the Isabel Maintenance CFD. Prior to recordation of the initial final map for the Project], Developer and City shall complete annexation of the Property into the Isabel Maintenance CFD. The parties agree that the steps required to complete the annexation of the Property into the Isabel Maintenance CFD shall include (a) execution and delivery by the Developer of a Unanimous Approval prepared by the City’s bond counsel and special tax consultant, (b) approval of the annexation by the City Council and (c) recordation of a notice of special tax lien in accordance with the Mello Roos Act.

2. Isabel Maintenance CFD Special Tax Rates. The maximum special tax rates applicable to the Property pursuant to the rate and method of apportionment for the Isabel Maintenance CFD (“Isabel Maintenance CFD RMA”) shall be not less than the following:

ISABEL MAINTENANCE CFD MAXIMUM SPECIAL TAX RATES
FISCAL YEAR 2024/25*
Land Use Category
Maximum
Special
Tax Rate
Per
Residential Property $434.74 Unit
Non-Residential Property 0.00 BSF
Mixed-Use Property See below
Accessory Dwelling Unit See below
*On July 1 of each Fiscal Year, commencing on July 1, 2025, the Maximum Special Tax rates for the Property 1 shall be increased by the February annual percentage change in the Consumer Price Index for all Urban Consumers (“CPI-U”) for the San Francisco-Oakland- Hayward, CA, plus one percent (1.0%). If the percentage change in the CPI-U is negative, the Maximum Special Tax rates shall not be decreased. In the event the index described above ceases to be published, it shall be replaced by another reasonably comparable index, as determined by the City.

3. Perpetual Term of Isabel Maintenance CFD. Developer acknowledges that the Isabel Maintenance CFD RMA shall authorize the City to levy special taxes on the Property for a perpetual term.

4. Increased Isabel Maintenance CFD Special Taxes Following Delinquencies. Consistent with Section D of the Isabel Maintenance CFD RMA, under no circumstances will the special taxes levied by the City for the Isabel Maintenance CFD on any taxable parcel in the Project be increased by more than 10% as a consequence of delinquency or default in the payment of special taxes levied by the City for the Isabel Maintenance CFD by the owner of any other taxable parcel in the Isabel Maintenance CFD.

C. Formation of the New Facilities CFD by the City

1. Petition for the New Facilities CFD Formed by the City. At any time during the term of the Development Agreement, but only after annexation of the Property into the Isabel

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Maintenance CFD is complete and after the City Manager has notified Developer that the City wishes to establish the New Facilities CFD, Developer may submit a petition to City in accordance with the Mello Roos Act to establish the New Facilities CFD over the Property. In its petition, Developer may include proposed specifications for the New Facilities CFD, including (subject to the Tax Rate Limitation for residential units) the maximum rates (“New Facilities CFD Special Tax Rates”) of the special taxes to be levied by the City for the New Facilities CFD (“New Facilities CFD Special Taxes”), the term of the New Facilities CFD, the New Facilities CFD boundaries, and any proposed tax zones.

Developer’s proposed specifications will be based on Developer’s development plans, market analysis, and required preferences, but in all cases will be subject to the Development Agreement and the City’s goals and policies for community facilities districts adopted in accordance with the Mello Roos Act (“Goals and Policies”). Unless otherwise agreed by the City and the Developer in connection with the formation of the New Facilities CFD, the New Facilities CFD will not include any improvement areas. Following City’s receipt of a petition, Developer and City will meet with City’s public financing consultants to determine reasonable and appropriate terms of the proposed New Facilities CFD that are consistent with this Exhibit J and the City’s goals in policies for community facilities districts in effect as of the date of this Agreement.

2. Commencement of Formation of New Facilities CFD. Within ninety (90) days following City’s receipt of a petition and a reasonable deposit required by Section 53318 of the Mello Roos Act, the City Council shall adopt one or more resolutions of intention to form the New Facilities CFD consistent with the petition. Formation of the New Facilities CFD shall be subject to City Council approval after holding a public hearing in accordance with the Mello Roos Act. The resolutions of intention for the New Facilities CFD shall include a rate and method of apportionment of special tax (the “New Facilities CFD RMA”) and authorization to issue one or more series of special tax bonds (“New Facilities CFD Bonds”). Upon City Council approval of the New Facilities CFD and a favorable two-thirds vote in a special tax election in accordance with the Mello Roos Act, the City shall record a notice of special tax lien required by Section 3114.5 of the California Streets and Highways Code (the “Notice of Special Tax Lien”) against each taxable parcel within the New Facilities CFD.

3. City Manager Obligations. Subsequent to City Council adoption of the Resolution(s) of Intention, the City Manager shall recommend the City Council approve a Resolution of Formation and shall fully support the formation of a New Facilities CFD for the Project, as described in this Exhibit.

4. Cooperation. The New Facilities CFD RMA shall be consistent with the Developer’s petition so long as such petition is consistent with this Development Agreement and the Goals and Policies. Developer and City will each use good faith reasonable efforts at all times to furnish timely to the other, or to obtain and then furnish to the other, any information necessary to develop the New Facilities CFD RMA, such as Developer’s plans for the types, sizes, numbers, and timing for construction of buildings within the New Facilities CFD.

5. Maximum New Facilities CFD Special Tax Rates for Developed Property. The New Facilities CFD RMA will specify the maximum New Facilities CFD Special Tax rates (the “Maximum New Facilities CFD Special Tax Rates”) for Developed Property (property for

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which a building permit has been issued) within the New Facilities CFD. The Maximum New Facilities CFD Special Tax Rates for Developed Property may vary based on sizes, densities, types of buildings to be constructed, and other relevant factors. The New Facilities CFD RMA will establish Maximum New Facilities CFD Special Tax Rates assuming that any New Facilities CFD Bonds issued will have a minimum debt service coverage- ratio of one hundred ten percent (110%).

6. Term of the New Facilities CFD and Bonds. The New Facilities CFD shall have a term of not less than thirty-five (35) years following the initial fiscal year in which the New Facilities CFD Special Taxes are levied. The City and the Developer expect that the New Facilities CFD Bonds will be structured with a term not to exceed thirty-five (35) years.

7. No Requirement for Credit Enhancements. The City shall not obligate the Developer to provide credit enhancements pertaining to the New Facilities CFD. Nothing in this paragraph shall be deemed to prohibit the City from requiring capitalized interest for any New Facilities CFD Bonds not to exceed eighteen (18) months, a value-to-burden ratio for the New Facilities CFD Bonds of greater than three-to-one or the funding of one or more debt service reserve funds for the New Facilities CFD Bonds.

8. Compliance with Tax Rate Limitation. The Maximum New Facilities CFD Special Tax Rates will be set so that the Total Tax Obligation on any residential unit within the New Facilities CFD will comply with the Tax Rate Limitation.

9. Escalation of Maximum New Facilities CFD Special Tax Rates. If requested by the Developer in its petition for the New Facilities CFD, the Maximum New Facilities CFD Special Tax Rates shall increase by two percent (2%) per year.

10. Use of Special Taxes For Direct Payment of Eligible Facilities. a. Developer and City agree that the New Facilities CFD RMA and the New Facilities CFD formation proceedings shall provide that Eligible Facilities may be financed directly on a pay-as-you-go basis from Remainder Taxes (as defined below) both before and after the issuance of CFD Bonds, but the Developer (or its assigns) shall not be entitled to pay-as-you-go financing for longer than 10 years after the initial levy of New Facilities CFD Special Taxes in the New Facilities CFD (“pay-as-yougo period”). Accordingly, the New Facilities CFD RMA will provide that Remainder Taxes may be used to directly finance Eligible Facilities for the pay-as-you-go period. For the New Facilities CFD, annually, on the day following each Principal Payment Date (as defined below), all Remainder Taxes will be deposited in the applicable Remainder Taxes Project Account (as defined below). i. The term “Remainder Taxes” means, in each year, as of the day following the Principal Payment Date, all New Facilities CFD Special Taxes collected prior to such date in excess of the total of: (a) debt service on the outstanding New Facilities CFD Bonds in the current calendar year, if any; (b) priority and any other reasonable administrative costs that are payable by City or expected to be payable by City prior to the receipt of additional New Facilities CFD Special Tax proceeds; and (c) amounts levied to replenish

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any reserve fund as of the Principal Payment Date, including amounts reserved for reasonable anticipated delinquencies, if any. ii. The term “Principal Payment Date” means, either before or after New Facilities CFD Bonds are issued, September 1 of each year, regardless of whether principal payments are actually due in any particular year. iii. The term “Remainder Taxes Project Account” means a separate account created by City for the New Facilities CFD and maintained by City to hold all Remainder Taxes of the New Facilities CFD to be used for financing Eligible Facilities.
b. No Pledge for New Facilities CFD Debt Service. Remainder Taxes deposited in the Remainder Taxes Project Account will not be deemed or construed to be pledged for payment of debt service on any New Facilities CFD Bonds, and neither Developer nor any other person will have the right to demand or require that City or Fiscal Agent, as applicable, use funds in the Remainder Taxes Project Account to pay debt service, although the City may reserve the right in the applicable indenture to use amounts in the Remainder Taxes Project Account to pay administrative costs, debt service on any New Facilities CFD Bonds or replenishment of debt service reserve funds for the New Facilities CFD Bonds.

11. Prepayment. The New Facilities CFD RMA will include provisions allowing a property owner within the New Facilities CFD to prepay its New Facilities CFD Special Tax obligation as long as it is not in default in the payment of New Facilities CFD Special Taxes.

Prepaid New Facilities CFD Special Taxes (defined below) will be placed in a segregated account in accordance with the applicable indenture. The New Facilities CFD RMA and the indenture will specify the use of prepaid New Facilities CFD Special Taxes. Before New Facilities CFD Bonds are issued, all prepayment amounts other than those required for administrative expenses shall be used to finance Eligible Facilities (“Prepaid New Facilities CFD Special Taxes”).

12. New Facilities CFD Bonds. Subject to approval of the City Council, the City, on behalf of the New Facilities CFD, intends to issue one or more series of New Facilities CFD Bonds for the purposes set forth in this Exhibit J, but only upon the written request of Developer.

The City and Developer intend for the proceeds of any such New Facilities CFD Bonds to refund all outstanding bonds of the Existing CFD, pay the prepayment penalty for those bonds, allow for the release of the lien of the Existing CFD from the Property, and finance the Eligible Facilities.
a. Underwriting. The City shall select its financing team for any New Facilities CFD Bonds, including bond counsel, disclosure counsel, municipal advisor, underwriter and special tax consultant.
b. Timing of Sale. Developer has informed the City that it intends to ask the City to issue the New Facilities CFD Bonds as soon as possible after the Property in the CFD has achieved a 3:1 value-to-lien ratio. Notwithstanding the foregoing, the parties have agreed that (i) the New Facilities CFD Bonds shall be sold no sooner than the

EXHIBIT J

EXHIBIT B
2395
issuance of any applicable state and federal environmental and cultural permits for the Project (unless otherwise mutually agreed to by the Parties) and (ii) after consulting with the Developer, the City shall determine the timing for the issuance of the New Facilities CFD Bonds, in consultation with its municipal advisor, the underwriter and the other financing participants. The City has informed the Developer that it intends to issue the New Facilities CFD Bonds in a manner that is consistent with sound municipal finance practices.
c. New Facilities CFD Bonds Temporarily Excused. The City will be authorized to temporarily suspend the issuance of any New Facilities CFD Bonds during the time in which:
i. Developer is in default in the payment of any ad valorem tax, New Facilities CFD Special Taxes or Isabel Maintenance CFD special taxes levied on any taxable parcel it then owns in the Project;
ii. Developer is in default under the Development Agreement; iii. Developer fails to cooperate reasonably with the City as necessary to implement the issuance of the New Facilities CFD Bonds in accordance with this Exhibit J;
iv. In the judgment of the City, after consultation with Developer, and based upon the purposes set forth in this Exhibit J and advice of City staff and consultants, market conditions or conditions affecting the property in the Project (such as tax delinquencies, assessment appeals, damage or destruction of improvements, litigation or proceedings, inquiries or investigations, at law or in equity, or by or before any court, governmental agency, public board or body) make it fiscally imprudent or infeasible to incur the requested indebtedness at the time;
v. There is an action, suit, proceeding, inquiry or investigation, at law or in equity, or by or before any court, governmental agency, public board or body, pending or threatened against the City or the New Facilities CFD: (A) wherein an unfavorable decision, ruling or finding would adversely affect the existence of the City or the New Facilities CFD or the title of any official of the City to such person’s office; (B) seeking to restrain or enjoin the issuance, sale or delivery of the New Facilities CFD Bonds; (C) in any way contesting or affecting the validity or enforceability of the indenture or the New Facilities CFD Bonds; (D) contesting in any way the completeness or accuracy of the Official Statement related to the New Facilities CFD Bonds; or (E) contesting the power of the City or its authority with respect to the New Facilities CFD Bonds or the applicable indenture, or there is any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the indenture or the authorization, execution, delivery or performance by the City of the New Facilities CFD Bonds, or the related indenture; or

EXHIBIT J

EXHIBIT B
2396
vi. the underwriter for any issue of New Facilities CFD Bonds exercises any right to cancel its obligation to purchase the New Facilities CFD Bonds during the occurrence and continuation of events specified in its bond purchase agreement.

13. Joint Community Facilities Agreements. The Mello Roos Act requires that the City Council enter into one or more joint community facilities agreements with other governmental entities if any of those governmental entities will own or operate any of the Eligible Facilities to be financed by the New Facilities CFD. The Developer has informed the City that joint community facilities agreements may be required between the City and, among other agencies, the Livermore Area Recreation and Parks District, Alameda County Zone 7 Water Agency, Tri-Valley Transportation JPA, and Livermore Joint Unified School District. City and Developer agree that they will take all reasonable steps to procure the authorization and execution of any required joint community facilities agreements with other governmental entities before the issuance of any New Facilities CFD Bonds that will finance the construction or acquisition of Eligible Facilities that will be owned or operated by such other governmental entities. Developer acknowledges and agrees that the ability of City to enter into joint community facilities agreements is subject to the discretion of the other governmental entities.

14. Miscellaneous New Facilities CFD Provisions
a. Reserve Fund Earnings. The indenture for each issue of New Facilities CFD Bonds will provide that earnings on any reserve fund that are not then needed to replenish the reserve fund to the reserve requirement will be transferred to the debt service fund held by the Fiscal Agent under the indenture.
b. Authorization of Reimbursements. City will take all actions necessary to satisfy Section 53314.9 of the Government Code or any similar statute subsequently enacted to use New Facilities CFD Bond proceeds and Remainder Taxes (during the pay-asyou-go period) to reimburse Developer for: (i) New Facilities CFD formation and New Facilities CFD Bond issuance deposits and (ii) advance funding of Eligible Facilities or costs.
c. Acquisition Agreement. Contemporaneously with the formation of the New Facilities CFD, Developer and City will execute an acquisition and funding agreement (the “Acquisition Agreement”) that will apply to the acquisition and construction of the Eligible Facilities for the New Facilities CFD. The Acquisition Agreements shall contain an acknowledgment by City and Developer as to the following:
i. Developer may construct Eligible Facilities before New Facilities CFD Bond proceeds, Remainder Taxes, and Prepaid Special Taxes (herein, “Funding Sources”) that will be used to acquire them are available; ii. City will inspect Eligible Facilities and process payment requests even if Funding Sources for the amount of pending payment requests are not then sufficient to satisfy them in full;
iii. Eligible Facilities may be conveyed to and accepted by City or other

EXHIBIT J

EXHIBIT B
2397
governmental entity before the applicable payment requests are paid in full; iv. If City or other governmental entity accepts Eligible Facilities before the applicable payment requests are paid in full, the unpaid balance will be paid when sufficient Funding Sources become available, and the Acquisition Agreement will provide that the applicable payment requests for Eligible Facilities accepted by City or other governmental entity may be paid: (A) in any number of installments as Funding Sources become available; and (B) irrespective of the length of time payment is deferred; and v. Developer’s conveyance or dedication of Eligible Facilities to City or other governmental entity before the availability of Funding Sources to acquire the Eligible Facilities is not a dedication or gift, or a waiver of Developer’s right to payment of Eligible Facilities under this Development Agreement or any Acquisition Agreement or joint community facilities district executed by City and Developer.
d. Initial and Continuing Disclosure. In connection with each issue of New Facilities CFD Bonds, Developer shall provide customary disclosure about Developer and its development and financing plans. In addition, Developer shall comply with all of its obligations under any continuing disclosure agreement it executes in connection with the offering and sale of any New Facilities CFD Bonds. Developer acknowledges that a condition to the issuance of any Bonds may be Developer’s execution of a continuing disclosure agreement.
e. Administrative Expenses. In determining coverage requirements for any reason (e.g., bond sizing, parity bonds, etc.), City shall prioritize the payment of administrative costs for the New Facilities CFD.
f. Eligible Facilities. The New Facilities CFD shall be authorized to finance all or any portion of the items described in Section 53313.5 of the Mello Roos Act that are required to be built in connection with development of the Project at the time of formation of the New Facilities CFD, including, but not limited to street and transit improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and landscaping related thereto, storm drain facilities, sewer facilities, electric power facilities, including transmission lines, backbone cable, conduits and transformers, school facilities and land, rights-of-way and easements necessary for any of such facilities, the Master Project Infrastructure and the Bike Lane (collectively, the “Eligible Facilities”). To the extent permitted by the Mello Roos Act, the Eligible Facilities may be financed directly or by financing Impact Fees. The City may issue any New Facilities CFD Bonds on a federally taxable basis to finance Impact Fees in its sole discretion.

15. Indemnification; Waiver. The Developer agrees to indemnify, defend, protect, and hold harmless the City, the New Facilities CFD and the City’s consultants, Councilmembers, officers, employees and agents, from and against any and all claims, losses, damage, expenses and liability of every kind, nature, and description, directly or indirectly arising from the City’s formation of the New Facilities CFD, the levy of the New Facilities CFD

EXHIBIT J

EXHIBIT B
2398
Special Taxes, the execution of any joint community facilities agreements, the issuance of any New Facilities CFD Bonds or any other actions related to the New Facilities CFD.

D. Formation of the New Facilities CFD by a Joint Powers Authority

1. Petition for a Joint Powers Authority to Form the New Facilities CFD. At any time during the term of the Development Agreement, but only after annexation of the Property into the Isabel Maintenance CFD is complete and after the City Manager has notified Developer that the City does not wish to establish the New Facilities CFD, Developer may submit a petition to a joint powers authority acceptable to the City in accordance with the Mello Roos Act to establish the New Facilities CFD over the Property.

2. City Manager Obligations. Subsequent to the Developer’s Joint Powers Authority petition, the City Manager shall recommend the City Council approve a Resolution authorizing the JPA to establish the New Facilities CFD and approving an Acquisition Agreement between the City and the Developer and shall fully support the formation of a New Facilities CFD for the Project, as described in this Exhibit.

3. City Council Approval. Concurrently with submitting the petition to the joint powers authority pursuant to the preceding subsection, the Developer shall submit a written request to the City to (a) authorize the joint powers authority to establish the New Facilities CFD, levy special taxes on taxable property in the New Facilities CFD and issue special tax bonds for the New Facilities CFD and (b) approve an Acquisition Agreement between the City and the Developer.

4. Limitations on the New Facilities CFD Formed by a Joint Powers Authority. a. Any New Facilities CFD formed by a joint powers authority shall be authorized to finance only Eligible Facilities and Impact Fees, and the City hereby reserves the discretion to direct the joint powers authority to finance any such Eligible Facilities or Impact Fees on a federally taxable basis.
b. The Maximum New Facilities CFD Special Tax Rates will be set by the Developer and the joint powers authority so that the Total Tax Obligation on any residential unit within the New Facilities CFD will comply with the Tax Rate Limitation. c. The New Facilities CFD RMA adopted by the joint powers authority shall provide that Eligible Facilities may be financed directly on a pay-as-you-go basis from Remainder Taxes both before and after the issuance of New Facilities CFD Bonds, subject to the limitations on the pay-as-you-go-period set forth in Section C. d. The Developer agrees to indemnify, defend, protect, and hold harmless the City, the New Facilities CFD and the City’s consultants, Councilmembers, officers, employees and agents, from and against any and all claims, losses, damage, expenses and liability of every kind, nature, and description, directly or indirectly arising from the New Facilities CFD formed by the joint powers authority.

EXHIBIT J

EXHIBIT B
2399
Figure 2-3: SUBAREA DIAGRAM
5 ac.
1/2 Mile Radius
1/4 Mile Radius 0 500 1000 2000
FEET
Residential
Transition: 15-25 du/ac
Village: 25-40 du/ac
Center: 40-60 du/ac
Core: 60-100 du/ac
Non-Residential
Neighborhood Commercial
General Commercial
Office Core
Office
Business Park
Airway Business Park
Educational/Institutional
Open Space
Ground Floor Retail/
Overlay Flex Space
K-12 School Overlay
Parking Overlay
New Neighborhood Park/Plaza
Circulation
Valley Link
Existing Street
Proposed Street
Pedestrian Streetscape
Valley Link Pedestrian Bridge
Urban Growth Boundary
Planning Area
S
Subareas

COLL EI R CANYON RD

PORTOLA AVE

ISABEL AVE

NORTH CANYONS PKWY

CONSTITUTION DR

INDEPENDENCE DR

AIRWAY BLVD

KITTY HAWK RD

LINDBERGH DR

NISSEN DR

ARMSTRONG ST AIRWAY BLVD
E. AIRWAY BLVD

ISABEL AVE

PORTOLA AVE
E. AIRWAY BLVD

RUTAN DR

DOOLAN RD
INTERSTATE 580
580
Las Positas
College
Valley Link to Isabel Station
A rr o y o L a s Po s i t a s
Livermore Municipal Airport
A r r o y o L a s P o s i t a s
C o l l i e r C a n y o n C r e e k
A r ro y o L a s P o s i t a s
P
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Hub

STEALTH ST

SUTTER ST

SHEA CENTER DR
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S
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S

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2c
3f
2d
3d
3e
2b
3c
3b
3a
2a
1e
1a
4 1b
1c
1 EXHIBIT K

EXHIBIT B
2400
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DA
LDAG
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HLCN
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HII
HII
HII
HC
HC
HC
HC
DA
DA
CSGC
NC
CSGC
CSGC
CSGC
CF-E
CF-E
CF-FS
CF-E
UMH
CF-H
CF-S
CF-H
CF-H
CF-E
CF-FS
CF-E
CF-E
CF-E
CF-R&D
CF-R&D
CF-R&D
CF-S
CF-S
CF
CF-E
CF-E
CF
CF-H
CF
CF
CF-I
CF-E
CF-CE
CF-FS
CF-E
CF
CF-E
BCP

CF-AIR CF-AIR
BCP
BCP
BCP
BART
BART
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
AGVT
NMH
OSP
OSP
LPA

OSP INSP
OC
OC
OC
OC
OC
UH-2
NMM
NML
NC
NC
NC
NC
NC
NC
NC
NC
HII
LPA
LPA
LPA
LPA
LPA
LPA
LPA
LPA
LPA
LPA
LPA
LII
LII

LII/ULM
LII/UH-3
LII
HII
HII
HII
HII
LII
LII
LII
LII
OSP
SC
SC
SC
SC
SC
SC/UH-2
SC
RR
RR
RR
RR
RR
RR
RR
RMG
RMG
RMG
RMG
RMG
RMG
RMG
RMG
RMG

OSP/S&G

OSP/S&G
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP

OSP OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
OSP
UL-1
UH-4
UH-1
UH-1
UH-1
UH-2
UH-1
UH-1
UH-2
UH-1
UH-2
UH-1
UH-1
UH-2
UH-4
UH-1
ULM
NC
LOC/

CF-HOSP
OC
UM
UM
ULM
AGVT
UH-1
UH-3
UH-2
UH-1
UH-1
UH-3
UH-3
UH-2 UH-2
UH-2
UH-2
UH-2
UH-2
AGVT
UL-2
UL-2
UL-2
UH-3
UH-2
UH-1
UH-2
UH-2
UH-2
UH-2
UH-2 UH-2 UH-2 UH-2
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UH-2
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UM CF-I
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ULM
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ULM
ULM
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ULM
ULM
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UH-2
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UMH
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UMH
UMH
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UMH
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OSP/S&G
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UH-2
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SV-7
AGVT
(SV7-TDR)
SV-3 SV-AP
SV-5
SV-AP
SV-1
SV-VC
SVVC
SV-VC
SVVC
SV-VC
SV-6
SV-VC
SV-5
SV-VC
SV-RDA
SV-RDA
SV-RDA
SV-6
SV-VC
SV-4
SV-VC
SV-4
SV-VC
SV-4
SV-VC
SV-5
SV-VC
SV-4
SV-ROS
SV-1
SV-RDA
SV-2
SV-RDA
SV-3
SV-RDA
SV-4
SV-RDA
SV-1
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SV-2
SV-AP
SV-2
SV-AP
SVAP
SV-7
SV-3
SV-AP
SV-1
SV-AP
SV-6
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SV-4
SV-AP
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SV-4
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SV-4
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SV-2
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ULM
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LII/UH-5b
UH-3
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LOC
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HC
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N P ST

RINCON AV
N L ST

WISTERIA WY

JUNCTION AV

OLIVINA AV

SUNFLOWER CT

LASCOLINAS RD

COLLEGE AV

SUPERIOR DR

E RUBY HILL DR

SCENIC AV

BLUEBELL DR

CATALINA DR

JENSEN ST

ARROYO RD

W RUBY HILL DR

MURDELL LN

BROADMOOR ST

PINE ST

OLIVINA AV

HAGEMANN DR

VANCOUVER WY

NATIONAL DR

HILLCREST AV

EL CAMINITO

SCENIC AV

SPRINGTOWN BL

LEXINGTON WY

ENCINO DR

CHESTNUT ST

HILLCREST AV GAL LOWAY ST

JUNCTION
AV

ARROYO RD

PRESTON
AV

WALL ST

ARLENE WY DAPHNE DR

EL CHARRO RD

CENTRAL AV

CHARLOTTE WY

KITTY HAWK RD

GARAVENTA RANCH RD

HERMAN AV
S L ST
S P ST
S L ST

LAUGHLIN RD

MAPLE ST
S L ST

MADEIRA WY MAPLE ST CHESTNUT ST

SOUTHFRONT RD

BRISA ST

ALDEN LN

CHARLOTTE WY

RUBY HILL BL

BUSCH RD
S P ST

NORTHFRONT RD

OLD FIRSTST

SOUTHFRONT RD

N MINES RD

WETMORE RD

INDEPENDENCE DR INDEPENDENCE D
CO
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NSTITUTION DR

HOLMES ST

PATTERSON PASS RD

ALTAMONT PASS RD

N MINES RD

N LIVERMORE AV

E VALLECITOS RD

LORRAINE RD

VINEYARD AV

NORTHFRONT RD

AIRWAY BL

S LIVERMORE AV

EL CHARRO RD

S VASCO RD

PORTOLA AV

GREENVILLE RD

FIRST ST N GREENVILLE RD

E AIRWAY BL

ISABEL AV

RAILROAD AV

N VASCO RD

W JACK LONDON BL

CEDARMOUNTAIN RD

MINES RD

EAST AV S S ST

GREENVILLE RD

N MURRIETA BL

CONCANNON BL

MINES RD

FOURTH ST

MINES RD

INMAN ST

ISABEL AV

NORTH CANYONS PW

TESLA RD

COLLIER CANYON RD

E JACK LONDON BL

MARINA AV

MURRIETA BL

LAS POSITAS RD

STANLEY BL

DOOLAN RD

VALLECITOS
RD

ARROYO RD

TESLA RD

E VINEYARDAV

STONERIDGE DR

AMES ST

CRANE R
RD
I DGE

DALTON AV

DAGNINO RD

ISABEL AV

E STANLEY BL

N VASCO RD

DALTON AV

RAYMOND RD

DUBLIN BL

CROAK RD

WENTE ST

HARTFORD AV
CF
AGVT
OSP
OSP
SV-7
SV-ROS
SV-6
SV-VC
SV-5
SV-VC
SV-VC
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-RDA
SV-6
SV-VC
SV-4
SV-VC
SV-7
SV-VC
SV-7
SV-AP
SV-7
SV-AP
SV-6
SV-AP
SV-4
SV-5 SV-AP
SV-VC
SV-5
SV-VC
AGVT
OSP
0 0.25 0.5 0.75 1
Ü
Miles
City of Livermore General Plan Map
Legend
1-5 Acre Site#1 = 1.0-1.5 du/acre#2 = 1.5-2.0 du/acre2.0-3.0 du/acre3.0-4.5 du/acre4.5-6.0 du/acre Residential
Rural Residential (RR)Urban Low Residential (UL)Urban Low Medium Residential (ULM)Urban Medium Residential (UM)Urban Medium High Residential (UMH)Urban High Residential (UH); UH-6 00 0.125 .25 0.5
Miles
Mixed Use
Isabel Neighborhood Specific Plan (INSP)Neighborhood Mixed Low Density (NML)Neighborhood Mixed Medium Density (NMM)Neighborhood Mixed High Density (NMH) Industrial
BCPLIIHigh Intensity Industrial (HII)
Community Facility
Elementary School (CF-E)Fire Station (CF-FS)Intermediate School (CF-I)High School (CF-H)Community College (CF-JC)School General (CF-S)Research and Development (CF-R&D)Hospital (CF-HOSP)Civic Center (CF-CC)Cemetery (CF-CE)Government Services (CF)Airport (CF-AIR)Bart Station Parking (BART) Open Space
Parks, Trailways, Recreation Areas(OSP)Limited AgricultureAgriculture/Viticulture (AGVT)Hillside Conservation (HLCN)Large Parcel AgricultureResource Management (RMG)Sand and Gravel (S&G)Water Management Lands (WML) South Livermore Valley Specific Plan
Residential Development Area (SVAgricultural Preserve (SV-AP)Regional Open Space (SV-ROS)Vineyard Commercial (SV-VC) Other
Downtown Area Specific Plan
#1 = 6-8 du/acre#2 = 8-14 du/acre#3 = 14-18 du/acre#4 = 18-22 du/acre #5 = 22-38 du/acre#5a = 22-30 du/acre#5b = 30-38 du/acre#6 = 38-55 du/acre À®
R Transfer Development Credits Receiver Site
I-580 Adopted PlanUrban Growth BoundaryCity Limits
CF-E
CF-I
CF-H
CF-JC
CF-S
CF-R&D
CF-FS
CF-CC
CF-CE
CF
CF-AIR
BART
Floating Potential Future Park Site
Floating Potential Future School Site
CF-S
OSP
Pleasanton
Pleasanton
Dublin
Updated: February 28, 2022

CF-HOSP
Commercial
Neighborhood Commercial (NC)Service Commercial (SC)Highway Commercial (HC)Office Commercial (OC)Large Office Commercial (LOC)Community Serving GeneralCommercial (CSGC) .30 FAR max.30 FAR max.30 FAR max.30 FAR max.60 FAR max.60 FAR max Site coveragevaries.45 Maxsite coverage.60 Maxsite coverage County
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EXHIBIT L

EXHIBIT B
2401
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
À®
R
PDOS-00-198
PD
! PDC14-002
PD
PD
PD
PDI-01-003
AIR-SE
PUD 115
RS
(PUD 3)
PDR-01-006
PUD 4-82
PUD 154
RS
(PUD 3)
PUD 49-89
PUD 29-89
PUD
39-80
PDR-03-006
PUDA
95-89
AIR-SE
PUD 34-92
PUD 79-88
PUDA
02-001

PD-SLVSP
Subarea #4
PUD 240-84
PUDA 02-007 PUD 22
PUDA
01-001

PD-SLVSP
Subarea #5
PUD-58-93
PUD 246-81
PUDA 02-005

PD-SLVSP
Subarea #1
PUD
22 PUD 26-94
PUD 166
PUD 66-94
PUD 52-93
PDC-00-199
RL
E
PUD 3
RG-10
PDR-03-007
PUD 141
PUD 25
PDR 18-003
PUD 158
PUD 46-89
PDI-00-182
RG-16
PUD
117-91
PUD 123-78
RR-1 PUD 153-86
PDR-01-008
PUD 71-88
PUD 72-88
PUD
109-78
PUD
152
!
PUD 80-94
PUD
53-93
PUD
159-A
RG-16
PDR-16-
PD 004
18-009
PUDA
01-013
PUD
70-91
PUD 102
PUD 178-90
RG-16
PD
18-010
PUDA
02-004
PUDA
06-001
INSP
PD 18-007
PUD 137
PUDA
04-003
PUD
3-90
PUDA 02-003
PUD
2-82
PDC07-006
PUD
25-85
PDC00-172
PDR-02-009
PUDA
01-204
PDC00-173
PUDA
04-001
PUD 150
PUD
98-88
PUD 104
PUD 103
PUDA
07-001
RG-10
PUD 139
PUD 4-81
PDR-10-003
RR-1
PUDA 04-002
PDC00-193
PDC02-007
PUD
10-001
PDC00-176
PDC01-018
PUD
116-94
PDI-00-185
PD 18-001
PUD 113
PUD 110-87
RG-16
PUD
196-83
PUD 129
PUD 105
PUD
216-83
PUD
69-81
PUD
138
RS
PDC03-005
PUD
153-86
!
PD 18-009
!
PUD
02-205
PUD 54-93
PUD
143
RG-12
!
PDR14-001
PUD
99-86
!
PUD 41-85
PUD
31-85
PDC00-189
PDR-00-160
!
PDC06-005
PUD
40-85
MFR
RG-16
E
RG-16
PUD
184-84
PDR-02-001
RG-16
PDR00-177
PDI08-003
!
PUD 3
PDR00-168
PDR00-174
PUD
201-82
PDR00-161
! RG-16
PUD
116-78
PUD 225-83
!
PUD
240-84
RG-16
PUD 10-90
RS
RG10
PUD 107
PUD 51-93
PUD 6-81
PUD 44-87 !
! PUD
35-89
!
PUD 118
PDR05-004
PUD 139-80
!
PDR-06-006
PUD
144
PDR-10-004
PUD
188-89
RG-16
!
PUD
202-88
!
PUD 191-94
PDC-08-002
!
RR-5
(Pre-Zoned)
PUD 117
PUD 140-91
PD
PDR-11-001
R-01-007
! PUD 88-81
!
PDC07-005
PDR00-170
!
PUD
111-81
!
PUD
135-80
PDR-00-167
!
PUD
109
RG-12
!
PUD
156
!
PUD 2-80
PD
! PDR- 02-004
! PUD
39-80
!
PUD
1-81
!
PUD 82-88
RG-10 !
!
PDR08-001
!
PDR00-183
!
PUD
139-80
!
PDR-05-006
!
PDR-00-169
!
RG-12
!
PUD
127
!
RG-12
!
PDC-05-003
!
PUD-194-94
PUD 82-88 !
! PUD
195-94
!
PUD
71-88
!
PUD
29-94
!
PUD
173-90
!
PD
!
PUD
57-88
!
PUD
29-94
!
PUD
111-78
!
PUD
111-78
RG16
PUD 57-93
PDR-02-008
RG-10
RG-16
!
PUD
153-87
!
PUD 91-90
!
PDR02-005
!
PUD
98-88
!
PUD
12-94
!
PUD 82-88
!
PUD 33-85
!
PUD
39-80
!
PDR
05-002
! PUD 129
!
PD-07-001
!
PDC03-001
! PDR-03-004
!
PUD 21-84
!
PUD
196-83
!
PDC05-005
!
PUD
17-89
!
PUD
127-78
RG-16
I-3
RL
RL
RS
RL
E
E
DSP
OS-A
RS
T3N
CS
E
RL
RS
E
RS
AIR-OP
E
E
T3N
OS-A
OS-A
RS
RL
E
CS
RL
E
I-2
AIR-SE
RS
E
E
OS-F
E
E
CS
RS
I-2
E
T4N
RL
E
RS
AIR-SE
RL
RS
E
RS
RL
E
T4N
RS
RS
E
E
E
E
RL
E
RS
I-2
RL
E
OS-A
I-2
E
CS
RS
I-3
RS
I-3
E
E
E
RL
CNB
RS
CNB CO
E
E
RL
RL
E
PDC
21-001
E
RS
E
RS
NMU
OS-F
I-3
OS-F
CS
OS-F
E
OS-F
RS
MFR
CHS
E
CNB
E
T4N-O
CHS
CHS
E
E
OS-A
OS-A
RS

NMU MFR
RS
OS-F
RL
CNB
SLV-AG
MFR
CNB
E
RL
OS-A
CHS
T4N
RS
RS
CS
E
I-2
!
SLVAG
RS
RS
RS
CO
!
MFR
CO
!
RS
CS
!
MFR
E
RS
CP
!
CO
T4N-O
CO
RS
!CP
MFR
!
CP
CS
T3N
!
T3N
CP
RS
T4N
CO
!
CP
! CP
!
CO
! CP
!
T4N
PD 18-005
PD 17-002

PD-ECSP-OS

PD-SLVSP
Subarea #6
(Pre-Zoned)

PD-SLVSP
PD/AG
PUDA 07-003 !
PDSLVSP
PD
PUD
34-92
PUD
34-92
PUD
106
PD/R-R-5
PD
RL
PDI
18-002
PD-15
RL
RS
RS
PD
RS
RS
PUD 80-94
PD/AG
!
PUD 80-94
PD/AG
PUD 80-94
PD/AG
! PDR
14-005
PD
!
PUD
153-86
PD PD
RL
RL
PUD
166

PD-SLVSP

PD-SLVSP
Subarea #2
(Pre-Zoned)
OS-F
!
PD
PUD
39-80
PD
PD
PD
RS
RL
I-3
I-3
I-3
I-3

PD-SLVSP
Subarea #2
(Pre-Zoned)
PD
(Pre-Zoned)
AIR-OP
(Pre-Zoned)
(PreZoned)
(Pre-Zoned)
(Pre-Zoned)
PUD
39-80
PD
PD
PUD 11-80
PD
!
PDSLVSP
!
PD 18-009
PDR
12-002
PUD 39-80
!
PD
!
PUD
18-83
E
PDR13-002
CS
PDR
15-001
!
PDR
07-002 ! MFR
PUD 246-81
PDR-16-
004
CS
T4N
RS
PD
CS
PD 18-006
PD 18-006
INSP
INSP
INSP
OS-F
!
CHS
PDC
17-003
E
!PDR 18-004
PreZoned
CO
§¨¦580 ¨¦§580 §¨¦580
¨¦§580
¨¦§580
580
§¨¦
§¨¦580
¨¦§580
58 §¨¦0
N P ST

RINCON AV
N L ST

JUNCTION AV

OLIVINA AV

LAS COLINAS RD

COLLEGE AV

SUPERIOR DR

E RUBY HILL DR

SCENIC AV

BLUEBELL DR

CATALINA DR

JENSEN ST

ARROYO RD

W RUBY HILL DR

MURDELL LN

BROADMOOR ST

PINE ST

OLIVINA AV

HAGEMANN DR

VANCOUVER WY

NATIONAL DR

HILLCREST AV

EL CAMINITO

SCENIC AV

SPRINGTOWN BL

LEXINGTON WY

ENCINO DR

CHESTNUT ST

GAL LOWAY ST

JUNCTION
AV

ARROYO RD

PRESTON
AV

WALL ST

ARLENE WY DAPHNE
DR

EL CHARRO RD

CENTRAL AV

CHARLOTTE WY

KITTY HAWK RD

GARAVENTA RANCH RD

HERMAN AV
S L ST
S P ST
S L ST

LAUGHLIN RD
MAP
ST
LE

MADEIRA WY MAPLE ST

CHESTNUT
ST

SOUTHFRONT RD

BRISA ST

ALDEN LN

CHARLOTTE WY

RUBY HILL BL

BUSCH RD

NORTHFRONT
RD

OLD FIRST ST

SOUTHFRONT RD

N MINES RD

WETMORE RD

INDEPENDENCE DR

CONSTITUTION D R

HOLMES ST

PATTERSON PASSRD

PATTERSON PASS RD

ALTAMONT PASS RD

N MINES RD

N LIVERMORE AV

E VALLECITOS RD

LORRAINE RD

VINEYARD AV

NORTHFRONT RD

AIRWAY BL

S LIVERMORE AV

EL CHARRO RD

S VASCO RD

PORTOLA AV

GREENVILLE RD GREENV LI LE RD

FIRST ST

N GREENVILLE RD

E AIRWAYBL

ISABEL AV

ISABEL AV ISABEL AV ISABEL AV

RAILROAD AV

N VASCO RD

W JACK LONDON BL

CEDAR MOUNTAIN RD

MINES RD

EAST AV EAST AV S S ST

GREENVILLE RD

N MURRIETA BL

CONCANNON BL CONCANNON BL

CONCANNON BL

MINES RD

FOURTH ST

INMAN ST

NORTH CANYONS PW

TESLA RD

COLL EI R CANYON RD

E JACK LONDON BL

MARINA AV

MURRIETA
BL

LAS POSITAS RD

LAS POSITAS RD LAS POSITAS RD

STANLEY BL

DOOLAN RD

VALLECITOS
RD

ARROYO RD

TESLA RD

E VINEYARDAV

STONERIDGE DR

AMES ST

CRANE R
RD
I DGE

DAGNINO RD

ISABEL AV

E STANLEY BL E STANLEY BL

N VASCO RD

DALTON AV

RAYMOND RD

DUBLIN BL

CROAK RD

WENTE ST

HARTFORD AV
PUD 80-94
PUD 158 Subarea #5
!
PUD 80-94
PUD 80-94
! 02-205

PD-SLVSP
Subarea #7
(Pre-Zoned)

PD-SLVSP
Subarea #6
(Pre-Zoned)

PD-SLVSP
Subarea #7
PD/AG
PD/AG
PUDA 07-0 !
PDSLVSP
PUD 80-94
PD/AG
!
PUD 80-94
PD/AG
PD/AG
PUD 80-94
PD/AG
!
PDSLVSP
0 0.25 0.5 0.75
Miles
Ü
City of Livermore Zoning Map
Mixed Use
Neighborhood Mixed Use (NMU)Isabel Neighborhood Specific Plan (INSP)Transect Zone - T3 Neighborhood (T3N)Transect Zone - T4 Neighborhood (T4N)Transect Zone - T4 Neighborhood Open (T4N-O) Industrial
Research and Development (I-1)Light Industrial (I-2)Heavy Industrial (I-3)

PDPUD/PUDAPD/AGPDCPDIPDOSPDRPD-ECSP-RCPD-ECSP-HRCPD-ECSP-OSPD-SLVSP Planned Development
Planned DevelopmentPlanned Unit Development/Amendment PermitPlanned Development AgriculturalPlanned Development CommercialPlanned Development IndustrialPlanned Development Open SpacePlanned Development ResidentialPlanned Development El Charro Specific Plan Regional CommercialPlanned Development El Charro Specific Plan Highway Regional CommercialPlanned Development El Charro Specific Plan Open SpacePlanned Development South Livermore Valley Specific Plan Airport
Airport Service (AIR-SE)Airport Operations (AIR-OP)
Miscellaneous / Other
À®
R
TransferableDevelopment Credits(TDC) Receiver SiteUrban GrowthBoundaryCity Limits 00 0.125 .25 0.5
Miles
Other
Education and Institutions (E)South Livermore Valley Agricultural (SLV-AG)Open Space Agricultural (OS-A)Open Space Flood Plain (OS-F)Open Space Rural Residential (OS-R)Open Space (OS) I-580 Plan Lines that ReservesRight-of-Way for Future I-580 Expansion Residential
Low Density Residential (RL)Suburban Multiple Family Residential (RG)Multiple Family Residential (MFR)RR-1 40,0000 sq. ft. minimum lot sizeRR-3 125,000 sq. ft. minimum lot sizeRR-5 210,000 sq. ft. minimum lot sizeRural Residential (RR)RG-10RG-12RG-14RG-16Suburban Residential (RS) Updated on February 28, 2022
Commercial
Downtown Specific Plan (DSP)Commercial Service (CS)Professional Office (CP)Commercial Office (CO)Highway Commercial Service (CHS)Neighborhood Business Commercial (CNB) LIVE~@RE
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EXHIBIT L

EXHIBIT B
2402
5 ac.
1/2 Mile Radius
1/4 Mile Radius
0 500 1000 2000
FEET
Residential
Transition: 15-25 du/ac
Village: 25-40 du/ac
Center: 40-60 du/ac
Core: 60-100 du/ac
Non-Residential
Neighborhood Commercial
General Commercial
Office Core
Office
Business Park
Airway Business Park
Educational/Institutional
Open Space
Ground Floor Retail/
Overlay Flex Space
K-12 School Overlay
Parking Overlay
New Neighborhood Park/Plaza
Circulation
Valley Link
Existing Street
Proposed Street
Pedestrian Streetscape
Valley Link Pedestrian Bridge
Urban Growth Boundary
Planning Area
S

COLLIER
CANYO
N
R
D

PORTOLA AVE

ISABEL AVE NORTH CANYONS PKWY

NORTH CANYONS PKWY

CONSTITUTION DR

INDEPENDENCE DR AIRWAY
BLVD

KITTY HAWK RD

LINDBERGH DR

NRD NESSI

ARMSTRON TS G

AIRWAY BLVD
E. AIRWAY BLVD
ISABEL
AVE

PORTOLA AVE
E. AIRWAY BLVD
RUTA
N
D
R

DOOLAN RD
INTERSTATE 580
580
Las Positas
College
Valley Link to Isabel Station
A rr o y o L a s Po s i t a s
Livermore Municipal Airport
A r r o y o L a s P o s i t a s
C o l l i e r
C a n y o n
C r e e k
A r ro y o L a s P o s i t a s
P
Innovation
Hub

GATEWAY AVE

HTLAETS TS

RETTUS TS

RETNEC AEHS D R
Cayetano
Park

TS NIAM
S
C a y e t a n
o
C r e
e k
S
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EXHIBIT B EXHIBIT L LAND USE DIAGRAM
2403
Exhibit M
Reserved

EXHIBIT B
2404
Exhibit N
Reserved

EXHIBIT B
2405
Recording Requested By:

CITY OF LIVERMORE
And When Recorded Mail to:

The City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Clerk
Documentary Transfer Tax $ Exempt R&T Code 11922
By:
_______________________________________________
City of Livermore
Recording Fee $0.00 Gov’t Code 27383
APN _________________
Low Income For Sale Housing Agreement
between
City of Livermore and [Developer]
This Low Income For Sale Housing Agreement (“Agreement”) is entered into on______________, _____, 2024 by and between the City of Livermore, a municipal corporation ("City"), and __________ ("Developer"), with reference to the following facts:

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

B. The impact that for-sale residential units have on the need to meet affordable housing was determined by conducting a Residential Nexus Analysis and Residential Feasibility Analysis. The analyses found that the need for affordable housing is commensurate with a 15% inclusionary requirement. The 20% inclusionary requirement for the Isabel Neighborhood Specific Plan was developed to be economically equivalent to the 15% inclusionary requirement for the General Plan Area.

C. The City’s General Plan Housing Element has the goal of providing housing affordable to all economic segments of the community and requires that in the General Plan area 15% of the dwelling units be affordable, in the Downtown Specific Plan area 10% of the dwelling units be affordable, and in the Isabel Neighborhood Specific Plan Area 20% of the dwelling units be affordable.

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

EXHIBIT O

EXHIBIT B
2406
D. The Developer desires to build a residential development in the Isabel Specific Plan Area of the City of Livermore, and to enter into this Agreement to satisfy its affordable housing requirement.

AGREEMENT
NOW THEREFORE, in consideration of the terms, conditions and covenants set forth herein, City and Developer agree that the recitals are true and correct and further agree as follows:
1) Development
The Developer intends to develop a subdivision consisting of ___ for sale singlefamily, attached housing units (“Units”) as described in that certain Vesting Tentative Tract Map ____ (the “Map”), located at _________________, in Livermore, California (the "Development").
2) Affordable Housing Requirement
Based on the Conditions of Approval for Vesting Tentative Tract Map ____, and Chapter 10.06.050 of the Livermore Development Code, the Developer is required to provide ____ residential units (“Units”) for sale at affordable prices to medianincome and moderate-income households. 3) Satisfying the Affordable Housing Requirement
In satisfaction of the affordable housing requirement described in Section 2 above, the Developer hereby agrees to: (i) construct ______ Units within the Development, ___ of which will be reserved for sale at Median Income Sales Prices, and _____ of which will be reserved for sale at Moderate Income Prices as defined in Section 7 below, (the “Affordable Units”); and, (ii) for the fractional remainder of the requirement, pay to the City’s Housing Trust Fund the in lieu fee, as defined in Section 4, below.
4) Payment Schedule and Calculation
The Development is to pay the in lieu fee for 0.__ Units in the Development which totals $_______, and is calculated as described in Attachment 2. The in lieu fee shall be paid in equal installments of $______ per Unit at the time of building permit application for each of the ____ unrestricted, market rate Units in the Development (the “Market Rate Units”).

The in-lieu fee amount shall be fixed for any Market Rate Units constructed in the Development within five (5) years of the date of execution of this Agreement.

Thereafter, the in-lieu fee calculation shall be subject to adjustment to the current Affordable Housing In-Lieu fee per square foot as noted in Attachment 2. 5) Location and Description of Affordable Units
a) The Affordable Units shall be located on the base lots described below and further depicted in Attachment 1, attached hereto and incorporated herein.

EXHIBIT O

EXHIBIT B
2407
Lot
Number
Model
Plan No. of
Bedrooms
No. of
Baths
Square
footage
(+/-)
Affordable
Sales
Price
Category
b) All Affordable Units shall be sold at the sales prices adopted by City Council that are applicable during the year the Affordable Units are sold (the “Median Income Price” and “Moderate Income Price”). For the initial year of this Agreement, the Median and Moderate Income Prices are as set forth in Attachment 3 attached hereto.
c) The Lots listed in Section 5.a and identified in Attachment 1 on which the Affordable Units are to be constructed may be changed with the mutual written consent of the City and Developer not to be unreasonably withheld provided that any change in the Lots does not materially detract from the value of the Affordable Units as determined by the City in accordance with the City’s affordable housing ordinance (Dev. Code § 10.06.050). d) Each Affordable Unit shall
i. be built in conformance with the models and plans noted in Section 5 (a) above as such plans were approved in connection with Vesting Tentative Tract Map _____ and,
ii. consist of the square feet of living space comprised of a family room, dining room, kitchen, laundry, bedrooms and bathrooms, as stated in Section 5 (a) above, and
iii. contain the same standard amenities, fixtures and finishes, such as appliances, cabinets, counters, flooring, etc., as the market

EXHIBIT O

EXHIBIT B
2408
rate units in the Development. Any proposed amenities, fixtures and finishes that differ from those in the Market Rate Units must be pre-approved by the City in writing prior to marketing the first Affordable Unit.
6) Selection of Purchasers
The purchasers (“Purchasers”) of the Affordable Units shall be participants in the City’s Affordable Homeownership Program (the “Program”). The Program requires, among other things that:
a) For those Affordable Units designated to be sold to median income households, each Purchaser’s income shall not exceed one-hundred percent (100%) of the median income for Alameda County, adjusted for actual household size, as published annually by the California Department of Housing and Community Development (“Median Income Purchaser”). b) For those Affordable Units designated to be sold to moderate income households, each Purchaser’s income shall not exceed one-hundred twenty percent (120%) of the median income for Alameda County, adjusted for actual household size, as published annually by the California Department of Housing and Community Development (“Moderate Income Purchaser”). c) Median and Moderate Income Purchasers must be first time homebuyers and meet credit and eligibility standards described in the City’s Affordable Homeownership Program Guidelines.
d) To the extent required under the Program, Developer agrees to market the Affordable Units through specified City programs to implement applicant selection preferences in accordance with City’s Affordable Homeownership Program Guidelines. The Developer may elect to have the City identify and select eligible Median and Moderate Income Purchasers for the Affordable Units.
e) If the Developer elects to utilize the services of the City:
i. The City will establish a list identifying income-eligible households based on preferences established by the Livermore City Council, provide first time homebuyers access to consumer credit counseling, identify to first time homebuyers possible financing options, assist homebuyers through the escrow process, monitor resale restriction agreements and related documents, and comply with all federal and state fair housing laws and regulations. ii. Upon close of escrow for the sale of each Affordable Unit, the City shall be paid from escrow an administrative fee equal to one and half percent (1.5%) of the Total Purchase Price to conduct the activities described in Section 6 (d)(i) on behalf of Developer.

EXHIBIT O

EXHIBIT B
2409
iii. In order to ensure timely delivery notification of eligible Purchasers, Developer shall send to the City’s Housing and Human Services Division Manager, a written notice as soon as Developer, in its reasonable opinion, believes that a particular Affordable Unit is at least one hundred twenty (120) days from being ready for occupancy. At that point, the City will begin marketing and identifying eligible Median and Moderate Income Purchasers. The City shall provide to Developer the names of Median and Moderate Income Purchasers eligible under the Program.
f) If the Developer does not elect to utilize the services of the City, the Developer must meet all of requirements described in this section (6.d.i).

The City will monitor the Developer to ensure compliance. 7) Sales Price Limits & Permitted Options
a) For those Affordable Units sold to Median Income Purchasers and Moderate Income Purchasers, the purchase price for each unit shall not exceed the sum of (i) the “Median Income Price” or “Moderate Income Price” plus (ii) the total cost of any Options (as that term is hereafter defined) for the particular Affordable Unit. The Median Income Price and Moderate Income Price are established annually by the City and set forth as Affordable ForSale Prices, Rental Rates and Maximum Income Limits. The 2024 schedule is attached hereto as Attachment 3, incorporated herein as reference, and adopted by City Council Resolution 2001-204 (“Below Market Price Limits.”) The Developer and the City acknowledge that the Below Market Price Limits may be adjusted from time to time and agree that in the event of such adjustment the Median Income Prices and Moderate Income Prices of the Affordable Units shall be adjusted to match the then current Below Market Price Limits at the time the Developer notices the City of an Affordable Unit(s) for sale and/or the marketing of the Affordable Unit(s) begins as mutually agreed upon.
b) The term “Options” shall mean any options, improvements, or upgrades to an Affordable Unit that Developer has made available to a Purchaser and that Purchaser has agreed to purchase at its sole cost and expense and may not be financed. Notwithstanding anything in this agreement to the contrary, the total cost of the Options that a particular Purchaser may purchase for an Affordable Unit shall not exceed five percent (5%) of the Median Income Price and Moderate Income Price for that Affordable Unit.

Developer acknowledges and agrees that its sole compensation for any sale of an Affordable Unit shall be the sum of (a) the Median Income Price or Moderate Income Price and (b) the total cost of the Options. The sum total of items (a) and (b) above is hereafter referred to as the “Total Purchase Price”.

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c) All permitted upgrades and options for the Affordable Units must be preapproved by the City prior to marketing the first Affordable Unit. d) For property assessment purposes, the Total Purchase Price for each Affordable Unit shall be reported to the Alameda County Assessor’s Office. 8) Affordability Restrictions
To effectuate the affordability restrictions, as a condition to the close of escrow on any Affordable Unit, the Developer shall require Purchaser to execute a promissory note in favor of the City in an amount equal to the difference between the fair market value as determined by an appraisal of the Affordable Unit and the Median Income Price or Moderate Income Price(the “Promissory Note”). In addition to the Promissory Note, the Purchaser shall execute a deed of trust and a resale restriction agreement in favor of the City that will be recorded in a second-priority position at the close of escrow. The Resale Restriction Agreement, Deed of Trust and Promissory Note shall be referred to as the "City Loan Documents" and shall be substantially in the form of Attachment 4.
9) Assignment
This Agreement shall be binding upon the successors and assigns of the parties.

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

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

TO CITY:

City of Livermore
1052 So. Livermore Ave.

Livermore, CA 94550
Attn: City Manager
TO DEVELOPER:

With a copy to:
13) Attorneys’ Fees
If any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach of this Agreement, then the party prevailing in any such action shall be entitled to recover all reasonable attorneys' fees and costs incurred.
14) Compliance
Compliance with this Agreement satisfies the affordable housing development obligations of Developer under the City’s Affordable Housing Ordinance (Section

10.06.050 of the Livermore Development Code), and the Vesting Tentative Tract Map 8609 conditions of approval.
15) Modification
This Agreement shall not be modified except by written instrument executed by and between the parties.
16) Entire Agreement
This Agreement constitutes the entire understanding and agreement of the parties with respect to the sale of the Affordable Units.

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17) Binding Effect
This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. 18) Severability
If any term of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, then the remaining terms shall continue in full force unless the rights and obligations of the parties have been materially altered by such holding of invalidity.
19) Governing Law
This Agreement shall be governed by the laws of the State of California. 20) Incorporation by Reference
Any exhibits referred to in this Agreement are incorporated in this Agreement by such reference.
21) Counterparts
This Agreement may be executed in counterparts, by actual or facsimile signature (with originals to be forwarded by overnight mail). Each counterpart shall be deemed an original and all, when taken together, shall constitute one agreement. 22) Termination
This Agreement and all terms and conditions contained herein and the encumbrance of this Agreement on title shall automatically terminate once all obligations under this Agreement have been satisfied by the Developer without signing or recording any instrument of release, provided City shall sign any such release to the extent requested by Developer and/or required by any title company insuring the sale or transfer of Units. Notwithstanding the foregoing this Agreement shall terminate in its entirety and be of no further force and effect with respect to, (a) any portion (or interest in) of the Property, upon dedication or conveyance to a homeowners association, public entity or public utility, and (b) any completed Unit, upon the sale of such Unit to a member of the general public. In any such event, such portion of the Property (or interest therein) shall be deemed automatically released from the encumbrance of this Declaration, without signing or recording any instrument of release, provided City shall sign any such release to the extent requested by Developer and/or required by the title company insuring such sales or transfers.
[Signatures and Attachment List on the Next Page]

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

DEVELOPER:

By:

Name:

Its:

For:

Date:__________________
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Deputy/Assistant/City Attorney
Attachments:

Attachment 1 – Location of Affordable Units
Attachment 2 – Calculation of In Lieu Fee for Fractional Unit Attachment 3 – Affordable Homeownership Program Sales Prices Attachment 4 - City Loan Documents

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Note: The original plan is available on file as part of Vesting Tentative Tract Map _____ at the City of Livermore Building Department, 1052 S. Livermore Avenue, Livermore CA 94550
Attachment 1: Location of Affordable Units

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Attachment 2
Calculation of In Lieu Fee Payment for Fractional Unit
(See next page)

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Attachment 3
Sample Affordable For-Sale Prices, Rental Rates and Maximum Income Limits (See next page)

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Attachment 4
City Loan Documents
(See next page)

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Resale Restriction Agreement Page 1 of 18
Rev. 7/2021

COMPLIMENTARY RECORDING

REQUESTED PURSUANT TO
GOVERNMENT CODE SECTION 27383
When Recorded Mail To:

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

RESALE RESTRICTION AGREEMENT
Owner:

Residence:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

C. “City Option” shall mean the City’s option to purchase Residence as defined in Section 15.A.

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

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

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

G. “First Lender” shall mean .

H. “First Lender Deed of Trust” shall mean the deed of trust from Owner to .

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

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

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

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

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

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

2. DESCRIPTION OF PROPERTY
This Agreement concerns the real property commonly known as, , Livermore, California, (the “Residence”), which is more fully described in Exhibit A attached hereto and

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incorporated by reference.

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

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

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

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

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

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property.

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

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

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

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

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

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

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

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

2. If the Inheriting Owner is not a qualified Inheriting Party, he or she shall Transfer the Residence to an Eligible Purchaser at a price not exceeding the Affordable Purchase Price, pursuant to the procedures set forth in Sections 9 through 14 below and the City may exercise the City Option pursuant to Section 15 below. Prior to initiating a Transfer pursuant to this section, the Inheriting Owner shall provide the City with an Owner's

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Notice of Intent to Sell within sixty (60) days of the date of death of the Owner.

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

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

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

11. ASSUMPTION OF THE CITY NOTE
If the Owner transfers the Residence to an Eligible Purchaser in a transaction that meets the Eligible Transfer requirements of Section 13 of this Agreement, the City will allow the Eligible Purchaser to assume the obligations under the City Note and the City Deed of Trust, subject to the Eligible Purchaser executing a new promissory note in the amount of

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the difference between the Fair Market Value and the Affordable Sales Price at the time of Transfer and a new deed of trust in favor of the City and a new resale restriction agreement.

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

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

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

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

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

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

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

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

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

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

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

5. An executed deed of trust and a promissory note from the Proposed Purchaser

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in favor of the City except that the principal amount of the new promissory note shall equal the difference between the Fair Market Value and the Affordable Purchase Price at the time of Transfer. The new promissory note shall be subject to the Affordable Homeownership Program terms at the time of Transfer.

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

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

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

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

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

B. Adjustments to Owner’s Net Proceeds Sales Price. The owner’s net proceeds may be decrease by the amount necessary to repair damage to the Residence, if any, and to place the Residence into saleable condition as reasonably determined by the City

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including, without limitation, amounts attributed to cleaning; painting; replacing worn carpeting and window coverings; making necessary structural, mechanical, electrical and plumbing repairs; addressing damage noted in the pest report, and repairing or replacing built-in appliances and fixtures. Owner hereby covenants to, at Owner’s expense, maintain the Residence in the same condition as in existence on the date of City’s Notice of Exercise, reasonable wear and tear excepted to cover any advances made by the City.

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

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

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

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

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

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

2. Any actual, attempted or pending sale, conveyance, transfer, lease or other attempted disposition of the Residence or of any estate or interest therein,

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except as defined as Events not constituting a Transfer in Section 1.M.;

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

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

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

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

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

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

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

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

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

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

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

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

20. BINDING EFFECT
This Agreement shall bind, and the benefit hereof shall inure to, the Owner, his or her heirs, legal representatives, executors, successors in interest and assigns, and to the City and its successors, until the earlier of (a) the date the City Note is repaid, or (b) the date of

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a Transfer of the Residence to an Eligible Purchaser in accordance with Section 12. B. above, or (c) at least 55 years from the date of this Agreement.

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

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

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

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termination is sought.

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

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

26. NOTICES
Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation and shall be deemed to be effective as of the date received or the date delivery was refused as indicated on the return receipt as follows:

To the Owner:

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

Livermore, CA 94550
Attn: City Manager

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

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28. EXHIBITS
Any exhibits referred to in this Agreement are incorporated in this Agreement by such reference.

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

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

CITY OF LIVERMORE: OWNER:

By:______________________ _________________________
Marianna Marysheva, City Manager
Approved as to form: CO-OWNER:
______________________
Name:

Title: (Deputy/Assistant) City Attorney for
City of Livermore
Exhibits
A Residence Description
B City Note
C Sample Owner Occupancy Certification Form

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

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

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

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

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EXHIBIT ‘A’
Legal Description

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EXHIBIT ‘B’
Promissory Note

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NOTICE TO BORROWER: Loan No.

THIS DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALES AND ASSUMPTIONS

PROMISSORY NOTE
Secured by a Deed of Trust
$ Dated:

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

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

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

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

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

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

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

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

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

7. Prepayments. Borrower may prepay all or any amount of the principal balance due under this Note.

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

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

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

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

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

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

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California.

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

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

DATE: BORROWER:

DATE: CO-BORROWER:

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•

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
City of Livermore
1052 S. Livermore Avenue
Livermore, Ca. 94550-4899
Complimentary Recording Request Pursuant
To Government Code Section 27383
Loan No.: Space Above This Line for Recorder’s Use Only A.P.N.: File No.:

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

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

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

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

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

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Livermore City CouncilJuly 22, 2024

Livermore City Council
July 22, 2024