Agenda packet — Livermore City Council, July 22, 2024 (part 1 of 11)

CITY COUNCIL
AGENDA
MONDAY, JULY 22, 2024
REGULAR MEETING – 7:00 PM
CLOSED SESSION 6:00 PM

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

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29live.org
John P Marchand, Mayor
Robert W Carling, Vice Mayor
Ben Barrientos, Council Member
Evan Branning, Council Member
Brittni Kiick, Council Member
Livermore City Council Agenda July 22, 2024
1 1. CLOSED SESSION - 6:00 PM
Roll Call
Opportunity for the the Public to Address City Council Regarding Closed Session Items Adjourn to Closed Session
Note: This Closed Session my be continued to the end of the Regular Meeting.

1.1 Conference with Legal Counsel - Anticipated Litigation. To meet with legal counsel pursuant to Government Code sections 54956.9(d)(2) and (e)(2) because there is significant exposure to litigation against the City based on existing facts and circumstances. (One Case.) Facts and circumstances related to an accident, disaster, incident, or transactional occurrence that might result in litigation against the City and that are known to a potential plaintiff or plaintiffs

1.2 Conference with Legal Counsel - Existing Litigation. To meet with legal counsel pursuant to Government Code section 54956.9(d)(1) to discuss litigation that has been formally initiated. (Two cases)
Alameda County Taxpayers’ Association Inc, et al. v. Livermore, Alameda County Superior Court Case No. 23CV047436
Alameda County Taxpayers’ Association Inc, et al. v. Livermore, Alameda County Superior Court Case No. 24CV058036

1.3 Conference with Real Property Negotiator. To meet with Paul Spence Assistant City Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the sale and purchase of real property at Assessor’s Parcel No. 99B-5300-2-13. The City's negotiators may negotiate with Stephen Wawryk and Danielle Davenport on behalf of Western Title Insurance Company. The instructions will concern price and terms of payment.

1.4 Conference with Real Property Negotiator. To meet with Paul Spence Assistant City Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the sale and purchase of real property at Assessor’s Parcel No. 903-10-1. The City's negotiators may negotiate with Stephen Wawryk and Danielle Davenport on behalf of Livermore Venture Partners LP. The instructions will concern price and terms of payment.

1.5 Conference with Real Property Negotiator. To meet with Paul Spence Assistant Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase and sale of real property at Assessor’s Parcel No. 99-100-19-8. The City's negotiators may negotiate with Joe Owens and Steve Jackson, on behalf of Johnny L. Moore & Brett M. Pieretti. The instructions will concern price and terms of payment.

1.6 Conference with Real Property Negotiator. To meet with Paul Spence Assistant Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase and sale of real property at Assessor’s Parcel No. 99B-5680-14. The City's negotiators may negotiate with Jim Arnold, on behalf of Jeanne Livermore City Council Agenda July 22, 2024
2 Moghadam Trust. The instructions will concern price and terms of payment.

1.7 Conference with Real Property Negotiator. To meet with Paul Spence Assistant Manager and Andy Ross Economic Development Manager, the City's negotiators pursuant to Government Code section 54956.8, regarding the purchase and sale of real property at Assessor's Parcel Ns. 099B-5500-001-10 and 099B-5500-002-5. The City's negotiators may negotiate with real estate staff members for, and on behalf of, the San Francisco Bay Area Rapid Transit (BART) District. The instructions will concern price and terms of payment.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Livermore Housing Authority annual update presented by Sarah Ramler, Executive Director, Livermore Housing Authority.

Recommendation:

Staff recommends City Council accept the Livermore Housing Authority annual update.

Staff Report

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

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

Comments are limited to a maximum of 3 minutes per person, per item. The Mayor may reduce the amount of time based on the number of persons wishing to speak.

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Open Forum will conclude after 30 minutes; however, if there are additional speakers, Open Forum will reconvene before the meeting adjourns.

5. CONSENT CALENDAR
Consent Calendar items are considered routine and are acted upon by the City Council with a single action. Members of the audience wishing to provide public input must submit a speaker

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

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION
Livermore City Council Agenda July 22, 2024
3 card found at the entrance of the Council Chambers. A speaker is limited to a single comment with a maximum of three minutes for the entire Consent Calendar. If Consent Calendar items are pulled for discussion by the City Council, a speaker will be allowed one comment per item, on the items pulled for discussion and a separate comment for the remaining Consent Calendar. The one comment limit applies regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Approval of draft minutes - June 24, 2024 Regular Meeting Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report
Attachments:

1. DRAFT 2024-06-24

5.2 Approval of draft minutes - July 8, 2024 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report
Attachments:

1. DRAFT 2024-07-08

5.3 Resolution dedicating a Public Utility Easement (PUE) to the public over a portion of City owned land within a portion of Stockmen’s Park and authorizing the City Manager to execute the PUE to serve the designated Commercial Use Areas adjacent to Stockmen’s Park.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to dedicate a Public Utility Easement (PUE) over City property within a portion of Stockmen’s Park.

Staff Report
Attachments:

1. Site Location Plan

2. Resolution

3. Exhibit A - Public Utility Easement

5.4 Resolution to summarily vacate a portion of public right-of-way along South Livermore Avenue and authorizing execution of quitclaim deeds to accommodate the approved Blacksmith Square Expansion project.

Recommendation:

Staff recommends the City Council adopt a resolution summarily vacating a portion of right-ofway for public highway purposes along South Livermore Avenue approximately 0.4 feet in width, for a total of 67.461 square feet of right-of-way and authorize the City Manager to Livermore City Council Agenda July 22, 2024
4 quitclaim the right-of-way to Maroon Bear, a California Limited Partnership and Blacksmith Square LLC, a California Limited Liability Company (Property Owners).

Staff Report
Attachments:

1. Vicinity Map

2. Resolution

3. Exhibit A - Plat and Legal Description

4. Exhibit B - Quitclaim Deed, Blacksmith Square LLC

5. Exhibit C - Quitclaim Deed - Maroon Bear

5.5 Resolution authorizing the City Manager to execute the first amendment to the Amended and Restated Disposition, Development, and Loan Agreement between the City of Livermore and 2205 Railroad Avenue LLC for a downtown hotel.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute the first amendment to the Amended and Restated Disposition, Development, and Loan Agreement between the City of Livermore and 2205 Railroad Avenue LLC for a downtown hotel.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - First Amendment

5.6 Resolution authorizing the execution of an agreement with Michael Baker International, Inc. for services to support the administration of the City’s Affordable First-Time Homebuyer Program and Mortgage Assistance Program in a not-to-exceed amount of $400,000, a term ending June 30, 2029, and appropriating $400,000 over five years from the Housing Trust Fund.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the execution of an agreement with Michael Baker International, Inc. for services to support the administration of the City’s Affordable First-Time Homebuyer Program and Mortgage Assistance Program in a not-to-exceed amount of $400,000, a term ending June 30, 2029, and appropriate $400,000 over five years from the Housing Trust Fund.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

5.7 Resolution authorizing the change of the General Partner for 2891 Carmen, L.P., owner of the Carmen Avenue Apartments from Satellite AHA Development, Inc. to ABODEHD 2891 CARMEN LLC, to streamline property management and service delivery.

Recommendation:

Livermore City Council Agenda July 22, 2024
5 Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve ABODEHD 2891 CARMEN LLC as the new General Partner in the 2891 Carmen, L.P., California limited partnership for the Carmen Avenue Apartments to streamline property management and service delivery once Abode oversees all aspects of the partnership.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Approval for General Partner Change

3. Exhibit B - Agreement to Withdraw and Transfer Partnership Interest

5.8 Resolution authorizing the execution of a second amendment to the Memorandum of Understanding between the City of Livermore, Alameda County, and Livermore Sanitation, Inc. to modify provisions of collection services to meet compliance with Senate Bill 1383 in the County Collection Zone 1 and to determine no further action under CEQA is required.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a second amendment to the Memorandum of Understanding between the City of Livermore, Alameda County, and Livermore Sanitation, Inc. to modify provisions of collection services to meet compliance with Senate Bill 1383 in the County Collection Zone 1 and to determine that no further action under CEQA is required.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Second Amendment

5.9 Resolution authorizing the execution of agreements with GSW Construction, Inc. and Platinum Pipeline, Inc. for on-call construction services for City water, sewer, and storm drain systems for a three-year term in an amount not-to-exceed $2,400,000.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute agreements with Platinum Pipeline, Inc. and GSW Construction, Inc. for on-call construction services for City water, sewer, and storm drain systems for a three-year term in an amount not-to-exceed $2,400,000.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement - GSW

3. Exhibit B - Agreement - Platinum Pipeline

5.10 Resolution awarding and authorizing the execution of an agreement with Environmental Logistics, Inc. for services to remove, clean, and dispose of hazardous and non-hazardous materials for a three-year term in an amount not-to-exceed $775,000.

Livermore City Council Agenda July 22, 2024
6 Recommendation:

Staff recommends the City Council adopt a resolution awarding and authorizing the execution of an agreement with Environmental Logistics, Inc. for services to remove, clean, and dispose of hazardous and non-hazardous materials for a three-year term in an amount not-to-exceed $775,000.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

5.11 Resolution appropriating $4,300,000 in Wastewater Enterprise Funds in FY 2024-25 for the repair and relocation of the Livermore Sole-Use Treated Wastewater Pipeline Recommendation:

Staff recommends that the City Council adopt a resolution appropriating $4,300,000 in wastewater enterprise funds in FY 2024-25 for the repair and relocation of the Livermore soleuse treated wastewater pipeline.

Staff Report
Attachments:

1. Resolution

5.12 Resolution authorizing the issuance of a purchase order to Petersen Cat for a Weiler P65 Paver in an amount not-to-exceed $143,554 and an appropriating $143,554 from the Fleet Internal Service Fund to purchase the Paver.

Recommendation:

Staff recommends that the City Council adopt a resolution authorizing the execution of a purchase order with Peterson Cat for a replacement asphalt paver in a not-to-exceed amount of $143,554 and appropriating $143,554 from the Fleet Internal Service Fund.

Staff Report
Attachments:

1. Sourcewell Contract #060122-WLR

2. Peterson Caterpillar Quotation

3. Resolution

5.13 Resolution authorizing execution of an agreement with NFP Retirement, Inc. for consultant services pertaining to the City's Deferred Compensation Plans in an amount not-to-exceed $208,000, and a term ending June 30, 2029.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute the agreement with NFP Retirement, Inc. for consultant services pertaining to the City's Deferred Compensation Plans in an amount not-to-exceed $208,000, and a term ending June 30, 2029.

Livermore City Council Agenda July 22, 2024
7 Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

5.14 Resolution authorizing the execution of an agreement with Eide Bailly, LLP for auditing services in an amount not-to-exceed $360,000 for fiscal years 2023-24 and 2024-25.

Recommendation:

Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Eide Bailly, LLP for auditing services in an amount not-to-exceed $360,000 for fiscal years 2023-24 and 2024-25.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

5.15 Resolution authorizing the execution of Project and Program Grant Agreements with Livermore Pride, Livermore Valley Opera (LVO) and Thomasin Dewhurst Fine Art consistent with the City's Public Art Policy.

Recommendation:

The Commission for the Arts and staff recommend the City Council adopt a resolution approving the applications and authorizing the execution of the following Project and Program Grant Agreements:

1. Livermore Pride, in the amount of $10,000 for Art Programming at the 5th Annual Livermore Pride Fest.

2. Livermore Valley Opera (LVO), in the amount of $10,000 for LVO's Education and Community Engagement Program.

3. Thomasin Dewhurst Fine Art, in the amount of $10,000 for a visual arts collaboration between Arts and Science in the form of a mural project and event.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Livermore Pride Agreement

3. Exhibit B - Livermore Valley Opera Agreement

4. Exhibit C - Thomasin Dewhurst Fine Art Agreement

5.16 Resolution authorizing the execution of an agreement with All City Management Services, Inc. to provide crossing guard services for a five-year term, in an amount not-to-exceed $1,516,644.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with All City Management Services, Inc. to provide crossing guard services in Livermore City Council Agenda July 22, 2024
8 an amount not-to-exceed $1,516,644 for a five-year term for the period July 1, 2024, through June 20, 2029.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

5.17 Resolution authorizing acceptance of funds in the amount of $64,074, for a State of California Department of Alcoholic Beverage Control grant in Fiscal Year 2024-25 and authorizing the City Manager to execute the grant agreement.

Recommendation:

Staff recommends the City Council adopt a resolution:

1. Authorizing acceptance of funds, in the amount of $64,074, for a State of California Department of Alcoholic Beverage Control grant in Fiscal Year 2024-25;

2. Authorizing the City Manager to execute the grant agreement; and

3. Approving a supplemental appropriation of $64,074 in the Police Department's budget to support the execution of the grant.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Grant Agreement

5.18 Resolution establishing fees for a concealed carry weapons (CCW) permit and appropriating $15,000 of the fee revenue to cover the costs to implement the CCW permit program.

Recommendation:

Staff recommends the City Council adopt a resolution approving the listed rates for obtaining a concealed carry weapon (CCW) permit and appropriating $15,000 of the fee revenue to cover the costs to implement the CCW permit program.

Staff Report
Attachments:

1. Resolution

5.19 Resolution authorizing the City Manager to execute all documents and forms for the City to participate in settlement agreements for the National Prescription Opiate Litigation.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute all documents and forms necessary for the City of Livermore to participate in settlement agreements for the National Prescription Opiate Litigation.

Staff Report
Attachments:

1. Resolution
Livermore City Council Agenda July 22, 2024
9 5.20 Rescind Resolution 170-82 designating Tri-Valley Community Television Corporation as the official body to receive cable television funds.

Recommendation:

Staff recommends that the City Council rescind Resolution 170-82 as it does not conform with current practices and is unnecessary to the management of Public, Education, and Government (PEG) funds.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Resolution 170-82

5.21 Resolution of continued local emergency in response to impacts from a series of severe storm events last year.

Recommendation:

Staff recommends the City Council adopt a resolution of continued local emergency in response to impacts from a series of severe storm events last year.

Staff Report
Attachments:

1. Resolution

5.22 THIS ITEM WAS CONTINUED FROM THE JULY 8, 2024 CITY COUNCIL MEETING.

Resolution accepting the recommendation of the Altamont Landfill Open Space Committee to authorize the City's grant request, finding the acquisition of the Hartford Hills Property is categorically exempt from CEQA, authorizing the City Manager to enter into a Purchase and Sale Agreements for open space land, and appropriating funds from the Dougherty Valley Settlement Agreement account. Location: Hartford Hills Property (82 acres – APNs: 902-9-3-1, 902-9-3-2).

Recommendation:

Staff recommends the City Council adopt separate resolutions to:

1. Accept the recommendation of the Altamont Landfill Open Space Committee to authorize the City of Livermore's grant requests for the Hartford Hills Property (in the amount of $980,000); and determine that the Altamont Landfill Open Space Committee’s recommended expenditure of Open Space Account funds is not a project under California Environmental Quality Act (CEQA) Guidelines section 15378.

2. Determine the acquisition is categorically exempt from CEQA in accordance with CEQA Guidelines Section 15313, which exempts acquisitions of lands to preserve the land in its natural condition.

3. Authorize the City Manager to enter into a Purchase and Sale Agreement and execute all documents necessary to acquire the Hartford Hills Property (82 acres – APNs: 902- 9-3-1, 902-9-3-2); and

4. Appropriate funds from the Dougherty Valley Settlement Agreement (Fund 925) for the amount of $980,000 to acquire the Hartford Hills Property (82 acres – APNs: 902-9-3-1, Livermore City Council Agenda July 22, 2024
10 902-9-3-2).

Staff Report
Attachments:

1. Financial Analysis

2. Property Acquisitions Map

3. Location Map - Hartford Hills Property

4. Planning Commission Meeting Minutes

5. Letter to Citizens for Balanced Growth

6. Resolution - Hartford Hills Concurrence of Funds

7. Resolution - CEQA Hartford Hills Property

8. Resolution - Hartford Hills Authorizing City Manager

9. Exhibit A - Planning Commission Resolution

10. Exhibit B - Hartford Hills Purchase and Sale Agreement

11. Resolution - Hartford Hills Acquisition Funding

5.23 Resolution authorizing an agreement with Attitude Aviation Inc. for the use of airport property for equipment, materials, and vehicle storage, for a term up to five years and a Base Rental Rate of $21,582 per year.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to sign an agreement with Attitude Aviation Inc. for the use of airport property for equipment, materials, and vehicle storage, for a term up to five years and a Base Rental Rate of $21,582 per year.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Agreement

6. PUBLIC HEARINGS
Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

6.1 Public Hearing to consider protests related to the non-payment of solid waste, recycling, and organics handling services provided by Livermore Sanitation for collection on the County Assessor tax roll.

Recommendation:

Staff recommends the City Council hold a Public Hearing to:

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

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

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

Livermore City Council Agenda July 22, 2024
11 Staff Report
Attachments:

1. Resolution

2. Exhibit A - Assessment List

6.2 Hearing to consider a request for a Vesting Tentative Tract Map, Site Plan Design Review, Development Agreement, Consistency Determination, Conditional Use Permit, Master Sign Program Amendment, and Development Code amendment to develop vacant land located southwest of the Portola Avenue and Isabel Avenue intersection with for-sale residential townhome and condominium units and for-rent apartments with mixed commercial and office uses and a public park and public plazas, known as Isabel Crossing.

Recommendation:

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

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

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

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

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

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

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

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

Staff Report
Attachments:

1. Memo - Staff Analysis - Isabel Crossing

2. Memo - Utilities and Infrastructure - Isabel Crossing

3. Map - Location - Isabel Crossing

4. Map - Transportation Infrastructure - Isabel Crossing

5. Map - Existing Land Use

6. State Law - No Net Loss Summary

7. Policy - Housing Element Sites Inventory Excerpt

8. Policy - Master Planning - Isabel Neighborhood Specific Plan

9. Study - Kosmont Economic Analysis

10. Letter - Density Bonus Request

11. Letter - LVJUSD

12. Letters - Public Support
Livermore City Council Agenda July 22, 2024
12 13. Draft Minutes - Planning Commission Meeting

14. Resolution - CEQA

15. Exhibit A - Planning Commission CEQA Resolution

16. Exhibit B - Specific Plan EIR Addendum

17. Exhibit C - Addendum Appendix Volume A

18. Exhibit D - Addendum Appendix Volume B

19. Ordinance - Development Code Amendment

20. Exhibit A - PC Development Code Resolution

21. Exhibit B - Livermore Development Code Text Amendment

22. Resolution - Specific Plan Amendment

23. Exhibit A - Planning Commission Specific Plan Amendment Resolution

24. Exhibit B - Specific Plan Map Amendment

25. Exhibit C - Specific Plan Text Amendment

26. Ordinance - Development Agreement

27. Exhibit A - Planning Commission Development Agreement Resolution

28. Exhibit B - Development Agreement

29. Resolution - Project

30. Exhibit A - Planning Commission Project Resolution

31. Exhibit B - Planning Commission Consistency Determination Resolution

32. Exhibit C - Architectural Plans

33. Exhibit D - Landscape Plans

34. Exhibit E - Civil Plans

35. Exhibit F - Proposed Master Plan

36. Exhibit G - Conditions of Approval

7. MATTERS FOR CONSIDERATION
Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

7.1 Resolution adopting 180-day wait period exception to hire retired annuitant, Nancy Dias, former Human Resources Manager, in accordance with Government Code section 7522.56 of the Public Employees' Retirement Law.

Recommendation:

Staff recommends that the City Council adopt a resolution approving the hiring of retired annuitant, Nancy Dias, former Human Resources Manager, in accordance with Government Code section 7522.56 of the Public Employees' Retirement Law.

Staff Report
Attachments:

1. Resolution

2. Exhibit A - Offer Letter with Enclosures

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, AND COUNCIL MEMBERS

9. ADJOURNMENT
Livermore City Council Agenda July 22, 2024
13 To a Regular City Council meeting on Monday, September 9, 2024 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report
Attachments:

1. Supplemental Materials

10.2 Supplemental materials received at the meeting.

Staff Report
Attachments:

1. Additional Material Received

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

Open Forum is an opportunity for the public to speak regarding items not listed on the agenda. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of that item. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda. However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

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

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

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

Platforms to Participate in Meetings:

Submission of Comments Prior to the Meeting:

Email Comments may be submitted by the public to the City Clerk’s Office ([email protected]). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record.

Livermore City Council Agenda July 22, 2024
14 eComments may be submitted by the public using the eComment link here. Comments may be up to 1000 characters in length and will be accepted up until 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

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

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

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

TV29: tv29live.org Comcast Cable 29
YouTube: http://youtube.com/c/CityofLivermoreCalifornia If you would like to deliver written materials to the City Council as part of your public comment, please provide 10 copies to the City Clerk with your speaker card.

The City Council Agenda and Agenda Reports are prepared by City staff and are available for public review on Tuesday evening, six days prior to the City Council meeting in the Civic Center Library, 1188 South Livermore Avenue, Livermore, and at the City Clerk’s Office, 1052 South Livermore Avenue, Livermore. The Agenda is also available on the City’s website, http://LivermoreCA.gov/agenda.

Under Government Code §54957.5, any supplemental material distributed to the members of the City Council after the posting of this agenda will be available for public review in the City Clerk’s Office, 1052 South Livermore Avenue, Livermore, and included in the agenda packet available on the City’s web site at http://LivermoreCA.gov/agenda.

PURSUANT TO TITLE II OF THE AMERICANS WITH DISABILITIES ACT (CODIFIED AT 42 UNITED STATES CODE SECTION 12101 AND 28 CODE OF FEDERAL REGULATIONS PART 35), AND SECTION 504 OF THE REHABILITATION ACT OF 1973, THE CITY OF

LIVERMORE DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, RELIGION,

NATIONAL ORIGIN, ANCESTRY, SEX, DISABILITY, AGE OR SEXUAL ORIENTATION IN THE PROVISION OF ANY SERVICES, PROGRAMS, OR ACTIVITIES. TO ARRANGE AN

ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS PUBLIC MEETING, PLEASE CONTACT THE ADA COORDINATOR AT [email protected] OR CALL (925) 960-4170 (VOICE) OR (925) 960- 4104 (TDD) AT LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE MEETING.

Livermore City Council Agenda July 22, 2024
15 Liv
ermoreCityCouncil AgendaJuly22, 2024
16 CITY COUNCIL STAFF REPORT ITEM NO. 3.1
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Livermore Housing Authority annual update presented by Sarah Ramler, Executive Director, Livermore Housing Authority.

RECOMMENDED ACTION
Staff recommends City Council accept the Livermore Housing Authority annual update.

SUMMARY

DISCUSSION

ATTACHMENTS
Prepared by: Debbie Elam
Acting City Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
17 CITY COUNCIL STAFF REPORT ITEM NO. 5.1
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Approval of draft minutes - June 24, 2024 Regular Meeting

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

SUMMARY

DISCUSSION

ATTACHMENTS

1. DRAFT 2024-06-24
Prepared by: Debbie Elam
Acting City Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
18 JUNE 24, 2024 Minutes CM/75/1

CITY COUNCIL
JUNE 24, 2024
________________________________________________________________

REGULAR MEETING

1. NONE

2. CALL TO ORDER – The meeting of the City Council was called to order by Mayor John Marchand at 7:00 pm, held in person at 1016 S. Livermore Avenue and YouTube.

ROLL CALL – Present: Mayor John Marchand, Vice Mayor Robert W. Carling, and Council Members, Ben Barrientos, Evan Branning and, Brittni Kiick.

PLEDGE OF ALLEGIANCE

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Proclamation declaring July 28 through August 4, 2024, as Play Ball Week presented to Kathleen Minser, Little League World Series Marketing & Media Director.

Mayor Marchand presented a proclamation to Kathleen Minser, Little League World Series marketing & Media Director declaring July 28 through August 4, 2024, as Play Ball Week.

4. OPEN FORUM
The Mayor reordered the agenda moving Open Forum after item 7.2

5. CONSENT CALENDAR
Mayor Marchand opened the public comment period.

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

ON THE MOTION OF COUNCIL MEMBER BRANNING, SECONDED BY
COUNCIL MEMBER KIICK AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

5.1 Introduce an ordinance and waive the first reading revising Municipal Code Chapter 2.68, Contracts and Purchasing, to change contract approval authorities, add department head contract and purchasing responsibilities, add solicitation ATTACHMENT 1
19 CM/75/2 Minutes JUNE 24, 2024
procedures for professional services contracts, and other miscellaneous revisions.

5.2 Resolution 2024-093 authorizing execution of a first amendment to the agreement with Precision Emprise, LLC, dba Precision Concrete Cutting for oncall concrete cutting services increasing the not-to-exceed contract amount from $500,000 to $1,000,000 and extending the term of the agreement to December 30, 2027.

5.3 Resolution 2024-094 authorizing execution of a fourth amendment to the agreement with Watry Buehler Collaborative, LLP increasing the not-to-exceed amount from $1,792,800 to $2,091,800 for additional engineering services during construction associated with the Livermore Village Parking Garage Construction Project 586003.

5.4 Resolution 2024-095 authorizing the following actions for the Resurfacing and Sidewalk Improvements Project composed of the Street Resurfacing 2022 Project 2022-01, Sidewalk Repair 2023 Project 2023-02, and ADA Access Ramps 2021 Project 2021-07: Reject the Bid Proposal from apparent lowest bidder, Mountain Cascade Inc., finding the bid to be incomplete and nonresponsive, authorize supplemental appropriations in FY 2024-25, and award a construction agreement to A. Teichert & Son, Inc., dba Teichert Construction in an amount of $4,178,975.

5.5 Resolution 2024-096 authorizing approving Final Tract Map 8657; authorizing execution of a Subdivision Improvement Agreement for the Triad Drive East Development (Amarone); and accepting on behalf of the public all real property offered for dedication within the Final Tract Map 8657 except for the certain easements which City Council reserves the right to accept at a future date.

5.6 Resolution 2024-097 authorizing execution of an agreement with Holloway Environmental Solutions, LLC for Biosolids Hauling and Disposal Services in an amount not-to-exceed $2,288,790, a term ending June 30, 2027, and an appropriation increase of $103,430 to the Sewer Fund Operating Budget for FY 2024-25.

5.7 Resolution 2024-098 authorizing execution of an agreement for services with Kemira Water Solutions, Inc. for the supply and delivery of ferric chloride for use at the Water Reclamation Plant in an amount not-to-exceed $200,000.

5.8 Resolution 2024-099 authorizing execution of an agreement with Gigantic Idea Studio, Inc. to assist with recycling and organics diversion outreach campaign services for the term of July 1, 2024, to June 30, 2026, in the amount not-to-exceed $215,000.

5.9 Resolution 2024-100 authorizing execution a purchase order to Baker & Taylor Books for purchases of library books and related materials in FY 2024-25, in an amount not-to-exceed $240,000.

5.10 Resolution 2024-101 authorizing execution a purchase order to OverDrive ATTACHMENT 1
20 JUNE 24, 2024 Minutes CM/75/3
for the licensing of e-books, audiobooks, and electronic periodicals, in an amount not-to-exceed $140,000.

5.11 Resolution 2024-102 adopting the Police Tow Service Franchise Fee Schedule.

5.12 Resolution 2024-103 authorizing execution of an agreement with NBS Government Finance Group to provide services in administering the City’s Assessment Districts, Community Facilities Districts, and Continuing Disclosures in an amount not-to-exceed $350,000 for a five-year term.

5.13 Resolution 2024-104 amending the City of Livermore Salary Plan dated July 2024 to reflect salary increases for the Livermore Management Group, Livermore Police Management Association, Police Chief, Management Confidential, and Confidential Employees in accordance with California Code of Regulations, Title 2, Section 570.5.

6. PUBLIC HEARINGS

6.1 Hearing to receive and consider all evidence and reports regarding the adoption of a Master Fee Schedule. The Master Fee Schedule establishes fees for City services. The fee resolution and accompanying justification includes new, increased, and decreased fees into one document.

Recommendation: Staff recommended the City Council adopt a resolution adopting the City's Master Fee Schedule, incorporating certain fee changes and superseding resolution 2023-128.

Finance Manager Eric Petersen presented the staff report.

Mayor Marchand opened the public hearing.

There were no speakers, and the hearing was closed.

ON THE MOTION OF COUNCIL MEMBER BRANNING, SECONDED BY
COUNCIL MEMBER KIICK AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING RESOLUTION:

Resolution 2024-105 adopting the Master Fee Schedule incorporating certain fee changes for services provided and superseding Resolution 2023-128.

6.2 Hearing to on Police Department Tow Franchise Proposals for RFP & Q No. 4262 to grant a non-exclusive tow franchise agreement, for a five-year term, from July 1, 2024 - June 30, 2029
Recommendation: Staff recommended the City Council authorize the City Manager to grant a non-exclusive tow franchise agreement, for a five-year term, commencing July 1, 2024, and ending June 30, 2029, in substantial conformance to Exhibit A to the resolution to the following companies: 1. Action Road Solutions ATTACHMENT 1
21 CM/75/4 Minutes JUNE 24, 2024
DBA Jack James Tow Service, 2.Central Towing & Transport, LLC,3. ITN Holdings, LLC DBA First Street Tow, 4. Golden State Fleet Services, and 5.

Norm’s Tow Service.

Police Captain John Reynolds presented the staff report.

Mayor Marchand opened the public hearing.

Jeff Ruckteschler provided a comment.

Jeff Pawloski provided a comment.

Suzy Pawloski provided a comment.

Alan Cerro provided a comment.

There were no more speakers, and the hearing was closed.

ON THE MOTION OF COUNCIL MEMBER KIICK, SECONDED BY COUNCIL MEMBER BARRIENTOS CARRIED ON A 4-1 VOTE, WITH COUNCIL MEMBER

BRANNING VOTING AGAINST, THE CITY COUNCIL ADOPTED THE

FOLLOWING RESOLUTION AND DIRECTED STAFF TO MEET WITH THOSE

BUSINESSES THAT WANT TO PROCURE THE REQUIRED EQUIPMENT AND PARTICIPATE IN A FUTRE RFP. IN ADDITION, STAFF WAS DIRECTED TO

REVIEW THE ORDINANCE SECTION REGARDING SUBCONTRACTING AND PROVIDE AN UPDATE AT A FUTRE MEETING.

Resolution 2024-106 granting non-exclusive tow franchises.

7. MATTERS FOR CONSIDERATION

7.1 Appointment of Council Members to the City Council Subcommittee on Advisory Bodies for the period of July 1, 2024 - December 31, 2024.

Recommendation: Staff recommended the Mayor appoint two Council Members to serve on the City Council Subcommittee on Advisory Bodies for the period of July 1, 2024 - December 31, 2024, with the City Council's approval.

Mayor Marchand opened the public comment period.

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

ON THE MOTION OF MAYOR MARCHAND, SECONDED BY VICE MAYOR CARLING AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPOINTED

MAYOR MARCHAND AND COUNCIL MEMBER KIICK TO THE

SUBCOMMITTEE ON ADVISORY BODIES

7.2 Certification of referendum petition against Resolution No. 2022-085, action to either repeal the resolution, or call for an election for the voters to ATTACHMENT 1
22 JUNE 24, 2024 Minutes CM/75/5
approve or set aside the legislative acts in the resolution for the construction of and improvements to Veterans Park, and consideration of a companion resolution ratifying the Amended and Restated Disposition, Development and Loan Agreement with Eden Housing, Inc.

Recommendation: Staff recommended the City Council:

1. Adopt a resolution accepting the Alameda County Registrar of Voter’s certification of sufficiency of the signatures on the referendum petition against Resolution No. 2022-085; and,

2. Take one of the following actions as provided by the Elections Code:

Livermore City Council Agenda June 24, 2024
Option 1: Adopt a resolution repealing Resolution No. 2022-085; or, Option 2: Adopt a resolution calling for an election to place Resolution No. 2022- 085 on the ballot for the voters to approve or set aside the legislative acts in the resolution for the construction of and improvements to Veterans Park; requesting that the Alameda County Registrar of Voters conduct the election; and establishing dates for ballot measure arguments.

3. Staff further recommends the City Council adopt a companion resolution to ratify, reaffirm, and readopt the terms and conditions in the Amended and Restated Disposition, Development and Loan Agreement with Eden Housing, Inc., other than for construction of and improvements to Veterans Park, and to acknowledge that the agreement remains in effect as of the date it was signed.

City Attorney Jason Alcala presented the staff report.

Mayor Marchand opened the public comment period.

Michelle Cornell-Davis provided a comment.

Linda Mandolini provided a comment.

Chris Scarborough provided a comment.

Greg Rogowski provided a comment.

Sherri Souza provided a comment.

Jim Johnson provided a comment.

Barbara Lymberis provided a comment.

Owen Brovont provided a comment.

Tom Soules provided a comment.

Tom Ramos provided a comment.

Richard Ryon provided a comment.

ATTACHMENT 1
23 CM/75/6 Minutes JUNE 24, 2024
Rick Edson provided a comment.

Greg Scott provided a comment.

Alexis Ashley provided a comment.

Julie provided a comment.

Alan Burnham provided a comment.

Jan Brovont provided a comment.

Nancy Keenan provided a comment.

Jean King provided a comment.

Doug Mann provided a comment.

Trish Munro provided a comment.

Adam Feidy provided a comment.

Jeff Kaskey provided a comment.

Loretta Kaskey provided a comment.

Lori Souza provided a comment.

David Kent provided a comment.

Darcie Kent provided a comment.

Terry Land provided a comment.

Michael Ferrucci provided a comment.

David Jonas provided a comment.

Valerie Jonas provided a comment.

Alan Marling provided a comment.

Chance Boreczky provided a comment.

Matt Regan provided a comment.

Tim Sbranti provided a comment.

David Best provided a comment.

ATTACHMENT 1
24 JUNE 24, 2024 Minutes CM/75/7
Joe Clark provided a comment.

John Steinbuch provided a comment.

Andrew Sabey provided a comment.

Jasid Qalandarzada provided a comment.

Karl Wente provided a comment.

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

ON THE MOTION OF COUNCIL MEMBER BRANNING, SECONDED BY VICE MAYOR CARLING AND CARRIED ON A 4-1 VOTE, WITH COUNCIL MEMBER

BARRIENTOS VOTING AGAINST THE CITY COUNCIL ADOPTED THE
FOLLOWING RESOLUTIONS:

Resolution 2024-107 accepting the Alameda County Registrar of Voters certification as the sufficiency of signatures on the Referendum Petition Against Resolution No. 2022-085.

Resolution 2024-108 repealing Resolution No. 2022-085.

Resolution 2024-109 accompanying the action taken by the City Council in response to the Referendum Petition Against Resolution No. 2022-085, and to ratify, reaffirm, and readopt the Amended and Restated Disposition Development and Loan Agreement approved by that resolution, with the exception of the legislative acts approving the construction of and improvements to Veterans Park and to acknowledge the agreement otherwise remains in effect from the date it was signed.

4. OPEN FORUM
Mayor Marchand opened the public comment period.

Greg Scott provided a comment.

Karl Wente provided a comment.

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

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

THE MAYOR AND CITY COUNCIL MEMBERS PROVIDED A SUMMARY OF

RECENTLY ATTENDED EVENTS AND MEETINGS IN ADDITION TO THE INFORMATION PROVIDED IN THE SUPPLEMENTAL PACKET. COUNCIL

MEMBERS WHO DID NOT PROVIDE A SUMMARY IN THE SUPPLEMENTAL PACKET ARE INCLUDED BELOW.

ATTACHMENT 1
25 CM/75/8 Minutes JUNE 24, 2024
Quest Science Center, Vice Mayor Carling noted his attendance at a Q&A event on June 13, 2024.

Tri-Valley Conservancy, Vice Mayor Carling noted his attendance at an event celebrating 30 years of the Conservancy on June 13, 2024.

Goodness Village, Vice Mayor Carling noted his attendance at a fundraiser on June 15, 2024.

City of Livermore, Vice Mayor Carling noted his attendance at the staff Ice Cream Social on June 20, 2024.

Livermore Area Recreation and Park District, Vice Mayor Carling noted his attendance at the Wine Down in the Grove fundraiser on June 22, 2024.

9. ADJOURNMENT – at 10:14 pm to a Regular City Council Meeting on Monday, July 8, 2024, at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

APPROVED:

JOHN P. MARCHAND, MAYOR
ATTEST: ___
DEBORAH L. ELAM, ACTING CITY CLERK
ATTACHMENT 1
26 CITY COUNCIL STAFF REPORT ITEM NO. 5.2
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Approval of draft minutes - July 8, 2024 Regular Meeting.

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

SUMMARY

DISCUSSION

ATTACHMENTS

1. DRAFT 2024-07-08
Prepared by: Debbie Elam
Acting City Clerk
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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ATTACHMENT 1
33 CITY COUNCIL STAFF REPORT ITEM NO. 5.3
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution dedicating a Public Utility Easement (PUE) to the public over a portion of City owned land within a portion of Stockmen’s Park and authorizing the City Manager to execute the PUE to serve the designated Commercial Use Areas adjacent to Stockmen’s Park.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to dedicate a Public Utility Easement (PUE) over City property within a portion of Stockmen’s Park.

SUMMARY
The Downtown Plan includes cultural and commercial uses adjacent to Stockmen’s Park. The placement of these uses is intended to activate and complement the space, but not overshadow Stockmen’s Park.

City of Livermore (City) staff has been working with Blacksmith Square LLC (Developer) and reviewing their building permit applications for their Blacksmith Square Expansion project located within the commercial use parcels adjacent to Stockmen's Park. As part of the City’s review of the permit plans it was determined that the Developer needs to route power and communication utilities just outside their western boundary on City Property in order to serve their development. To have these public utilities routed on city property, the utility companies require an easement for access to install and maintain their services. Staff proposes dedicating a PUE over City Property within a portion of Stockmen’s Park adjacent to the western boundary of the designated Commercial Use areas in order to accommodate this requirement. The location of the proposed PUE is shown in Attachment 1. The ultimate use of this area in the approved Downtown Development Plan is a pedestrian pathway with decorative pavement between the new Blacksmith Square building and the future science center. The proposed PUE does not impact this future use.

Therefore, staff recommends the City Council adopt a resolution to dedicate a Public Utility Easement (PUE) over City Property within a portion of Stockmen’s Park and authorize the City Manager to execute the PUE as depicted in the exhibits to the resolution. The City Clerk is authorized to accept the easement 34 per Resolution 1-65.

DISCUSSION
In 1962 the City and the Livermore Stockmen’s Rodeo Association (Stockmen’s Association) entered into an agreement for the Development of the Rodeo Grounds and Sunken Garden Area as a Civic Center and Parks and Recreation Area (Agreement), which authorized the City’s acquisition of an approximately 33-acre property located south of Pacific Avenue and to the north and east of Livermore Avenue known as the Civic Center property. The Agreement required the completion and dedication of a public park commemorating the contributions of the Stockmen and those who served in the armed forces of the United States.

The City and the Stockmen’s Association have since amended the Agreement. In 2018 the agreement was amended to include a public park called Stockmen’s Park, a park easement designating certain portions as a “Cultural Facility Area” and other portions as “Commercial Use Areas” for the development of facilities such as a black box theater, a science and society center, open space support, and development of commercial uses such as the expansion of Blacksmith Square. Minor adjustments were made in 2022 to the Stockmen’s Park easement boundaries in conformance with slight parcel boundary modifications needed to facilitate the development of the Downtown Plan and its commercial use area for the Blacksmith Square expansion project and the cultural uses area for the Black Box Theater project.

On December 22, 2022, Blacksmith Square LLC (Developer) acquired the City owned property located within the Commercial Use Areas of the easement.

On October 26, 2023, the Developer applied for and the City approved entitlements for a proposed expansion of Blacksmith Square development within the Commercial Use Area.

Staff proposes to dedicate a PUE over City Property within a portion of Stockmen’s Park adjacent to the western boundary of the designated Commercial Use areas. The PUE is needed to allow for required public utilities to serve the approved expanded Blacksmith Square Development within the designated Commercial Use Area.

FISCAL AND ADMINISTRATIVE IMPACTS
The PUE would not result in additional fiscal or administrative impacts and would help facilitate implementation of developing the Commercial Use Area within the Downtown Plan.

COMMUNITY PILLAR
4: Inclusive and Inviting Spaces and Places
GOAL
35 3: Continue to implement the Downtown Specific Plan

ATTACHMENTS

1. Site Location Plan

2. Resolution

3. Exhibit A - Public Utility Easement
Prepared by: Mike Pato
Management Analyst II
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
36 ATTACHMENT 1
37 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION DEDICATING A PUBLIC UTILITY EASEMENT (PUE) TO THE

PUBLIC OVER A PORTION OF CITY OWNED LAND WITHIN A PORTION OF STOCKMEN’S PARK AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE

PUE TO SERVE THE DESIGNATED COMMERCIAL USE AREAS ADJACENT TO STOCKMEN’S PARK
In 1962 the City of Livermore (“City”) and the Livermore Stockmen’s Rodeo Association (“Stockmen’s Association”) entered into an agreement for the Development of the Rodeo Grounds and Sunken Garden Area as a Civic Center and Parks and Recreation Area (“Agreement”), which authorized the City’s acquisition of an approximately 33-acre property located south of Pacific Avenue and to the north and east of Livermore Avenue known as the Civic Center property. The Agreement required the completion and dedication of a public park commemorating the contributions of the Stockmen and those who served in the armed forces of the United States.

The City and the Stockmen’s Association have since amended the Agreement. In 2018 the agreement was amended to include a public park called Stockmen’s Park, a park easement designating certain portions as a “Cultural Facility Area” and other portions as “Commercial Use Areas” for the development of facilities such as a black box theater, a science and society center, open space support, and development of commercial uses such as the expansion of Blacksmith Square. Minor adjustments were made in 2022 to the Stockmen’s Park easement boundaries in conformance with slight parcel boundary modifications needed to facilitate the development of the Downtown Plan and its commercial use area for the Blacksmith Square expansion project and cultural uses area for the Black Box Theater project.

On December 22, 2022, Blacksmith Square LLC (Developer) acquired the City owned property located within the Commercial Use Areas of the easement.

On October 26, 2023, the Developer applied for and the City approved entitlements for a proposed expansion of Blacksmith Square development within the Commercial Use Area.

On November 6, 2023, the Developer applied for building permits for their expansion project. As part of the City’s review of the permit plans it was determined that the Developer needs to route power and communication utilities just outside their western boundary on City property in order to serve their development. To have these public utilities routed on City property, the utility companies require an easement for access to install and maintain their services. The location of the proposed PUE does not impact the ultimate use of this area in the approved Downtown Development Plan, which is decorative pavement between the new Blacksmith Square building and the future science center.
38 RESOLUTION NO. ________
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby:

1. Authorizes the City Manager to Dedicate a Public Utility Easement (PUE) over City Property within a portion of Stockmen’s Park, attached hereto as Exhibit A; and

2. Authorizes the City Manager to take all necessary steps to execute all necessary documents to execute the Public Utility Easement.

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/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A - Public Utility Easement
39 RECORDING REQUESTED BY:

City of Livermore

AND WHEN RECORDED MAIL

DOCUMENTS AND TAX
STATEMENTS TO:

City Clerk
City of Livermore
1052 S. Livermore Ave
Livermore, CA 94550
Space above for Recorder’s use
The undersigned grantor(s) declare(s):

City Transfer Tax $0.00
Recording Fees $0.00, Exempt per Government Code §§ 6103, 27383 Documentary Transfer Tax $0.00, Exempt per Rev. & Tax Code § 11911 (Consideration is less than $100) Survey Monument Fee $ 0.00
( ) computed on full value of property conveyed, or
( ) computed on full value of liens and encumbrances remaining at the time of sale.

Location: (X) City of Livermore, ( ) Unincorporated area APN: Portion of 098-0289-031-00 Reference No.: CB230001

EASEMENT GRANT DEED
For a good and valuable consideration, receipt of which is hereby acknowledged, the City of Livermore, a Municipal Corporation (“Grantor”) hereby grants to the Public (“Grantee”) certain interest in real property on, over, across, and under the following described Grantor’s real property situated in the City of Livermore, County of Alameda, State of California, more particularly described in respective Exhibit “A” and as shown on Exhibit “B” attached hereto, and for the following easement use:

Public Utility Easement
A perpetual, assignable, non-exclusive easement for installation, construction, inspection, removal, replacement and maintenance of gas pipeline, and electric cables, communication cables utilities and related appurtenances, and also right of ingress to and egress from the easement on City Parcel.

See attached respective Exhibit “A” for legal description and Exhibit “B” for plat.

Signatory on next page
EXHIBIT A Page 1 of 5
40 GRANTOR:

CITY OF LIVERMORE
Dated: ____________________________ By:

City Manager, Marianna Marysheva
[notary acknowledgement required]
EXHIBIT A Page 2 of 5
41 ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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.

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

EXHIBIT A Page 3 of 5
42 EXHIBIT A Page 4 of 5
43 EXHIBIT A Page 5 of 5
44 CITY COUNCIL STAFF REPORT ITEM NO. 5.4
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution to summarily vacate a portion of public right-of-way along South Livermore Avenue and authorizing execution of quitclaim deeds to accommodate the approved Blacksmith Square Expansion project.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution summarily vacating a portion of right-of-way for public highway purposes along South Livermore Avenue approximately 0.4 feet in width, for a total of

67.461 square feet of right-of-way and authorize the City Manager to quitclaim the right-of-way to Maroon Bear, a California Limited Partnership and Blacksmith Square LLC, a California Limited Liability Company (Property Owners).

SUMMARY
Staff proposes to vacate a portion of right-of-way located along South Livermore Avenue as described in the Plat and Legal Descriptions in Exhibit A to the resolution. This vacation is required to eliminate the existing building encroachments caused by architectural elements and allow for the future new building expansions in accordance with the approved Blacksmith Square Expansion project. The Blacksmith Square Expansion project includes approximately 13,000 square feet of new commercial space, which will help to create the pedestrian-friendly shopping environment approved in the Downtown Core Concept Plan. This portion of right-of-way is no longer needed because the existing walkway created outside the existing building envelopes and the proposed new buildings meet the city’s downtown pedestrian pathway standards and requirements. Therefore, the City can summarily vacate the right-ofway along South Livermore Avenue and authorize execution of the quitclaim deeds releasing the right-ofway to the Property Owners, as depicted in the Exhibits B and C to the resolution.

DISCUSSION
On October 24, 2022, the City Council adopted Resolution 2022-177 authorizing an Amended and Restated Disposition and Development Agreement (DDA) with Red Bear Property Management, Inc. for development of downtown commercial uses. Under the amended and adopted DDA, Red Bear Property Management, Inc. will develop approximately 13,000 square feet of new commercial retail space 45 consistent with the City Council’s approved Downtown Core Concept Plan. This development is known as the Blacksmith Square Expansion project.

On October 4, 2023, the City initiated an application for Consistency Determination (CD) 23-005 to vacate a small portion of public right-of-way located within South Livermore Avenue to accommodate the existing and proposed buildings in Blacksmith Square. The existing buildings in Blacksmith Square, as well as an area of proposed new building expansions, encroach beyond their respective parcel boundaries and extend into the right-of-way along South Livermore Avenue. Expanding Blacksmith Square as envisioned in the approved Downtown Core Concept Plan requires vacation of the right-ofway and a quitclaim of the area of encroachment to the property owners.

Government Code Section 65402(a) requires that if a General Plan has been adopted, no real property or easements used for public purposes shall be acquired or disposed of until the location, purpose, and extent of such acquisition or disposition has been reported upon by the planning agency (e.g. Planning Commission) as to conformity with its adopted General Plan. This includes vacation of public right-of-way needed for public purposes in whole or in part.

On December 5, 2023, the Planning Commission adopted a resolution approving Consistency Determination (CD) 23-005, finding the City’s vacation of a portion of public right-of-way located on South Livermore Avenue is no longer needed for public highway purposes and that the vacation of this portion of right-of-way is consistent with the General Plan.

FISCAL AND ADMINISTRATIVE IMPACTS
The financial burden to maintain this unused public right-of-way in a safe condition is greater than its public value. By vacating the property, the City eliminates the need to maintain the property and reduces associated liability resulting in a minor financial benefit to the City.

COMMUNITY PILLAR
4: Inclusive and Inviting Spaces and Places

GOAL CATEGORY
3: Continue to implement the Downtown Specific Plan

ATTACHMENTS

1. Vicinity Map

2. Resolution

3. Exhibit A - Plat and Legal Description

4. Exhibit B - Quitclaim Deed, Blacksmith Square LLC

5. Exhibit C - Quitclaim Deed - Maroon Bear
Prepared by: Mike Pato
Management Analyst II
46 Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
47 City of Livermore
This map is based on City of Livermore GIS
Information and reflects the most current information
at the time of this printing. The map is intended for
reference purposes only and the City and its staff is
not responsible for errors. 500 Livermore IT, GIS Services

83.3 1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US

41.67 Feet 0 83.3
11/16/2023
4:01:38 PM
Prepared:

Notes:

Scale:

BLACKSMITH
SQUARE
APN
98-289-26
APN
98-289-1

AREA TO
BE

VACATED

67.5 SF

RAILROAD AVENUE

SOUTH LIVERMORE
AVENUE
21 South Livermore
Avenue
25 South Livermore
Avenue
ATTACHMENT 2
48 Space Above This Line for Recorder’s
Use Only

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION TO SUMMARILY VACATE A PORTION OF PUBLIC

RIGHT-OF-WAY ALONG SOUTH LIVERMORE AVENUE AND AUTHORIZING

EXECUTION OF QUITCLAIM DEEDS TO ACCOMMODATE THE APPROVED

BLACKSMITH SQUARE EXPANSION PROJECT
On October 24, 2022, the City Council adopted Resolution 2022-177 authorizing an Amended and Restated Disposition and Development Agreement (“DDA”) with Red Bear Property Management, Inc. for development of downtown commercial uses. Under the amended and adopted DDA, Red Bear Property Management Inc. will develop approximately 13,000 square feet of new commercial retail space consistent with the City Council’s approved Downtown Core Concept Plan, known as the Blacksmith Square Expansion project.

On October 4, 2023, the City of Livermore (“City”) initiated an application for Consistency Determination (CD) 23-005 to vacate a small portion of public right-of-way located within South Livermore Avenue to accommodate the existing and proposed buildings in Blacksmith Square. The existing buildings in Blacksmith Square, as well as an area of proposed building expansion, encroach beyond their respective parcel boundaries and extend into the public right-of-way along South Livermore Avenue. Expanding Blacksmith Square as envisioned in the approved Downtown Core Concept Plan requires vacation of the right-of-way and a quitclaim of the area of encroachment to the property owner.

The vacation of a small portion of public right-of-way is necessary to implement the Blacksmith Square Expansion project consistent with the City Council’s approved Downtown Core Concept Plan. Portions of the existing historic and non-historic buildings in Blacksmith Square, and an area of planned new building expansion, encroach beyond their respective parcel boundaries and extend into the public right-of-way along South Livermore Avenue by approximately 0.4 feet for a total of 67.461 square feet. Expanding Blacksmith Square as envisioned in the approved Downtown Core Concept Plan requires vacation of the right-of-way and a quitclaim of the area of encroachment to the Maroon Bear, a California Limited Partnership and Blacksmith Square LLC, a California Limited Liability Company.

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

CITY CLERK

CITY OF LIVERMORE
1052 S. LIVERMORE AVENUE
LIVERMORE, CA 94550

EXEMPT FROM FILING FEES
PURSUANT TO GOV.

CODE § 27383
49 Streets and Highways Code section 8334, et seq., allow the legislative body of a local agency to summarily vacate excess right-of-way of a street or highway not required for street or highway purposes.

Staff recommended and the Planning Commission made a General Plan consistency finding on December 5, 2023, affirming that the vacation of a portion of right-of-way along South Livermore Avenue would be consistent with the General Plan and adopted a resolution approving Consistency Determination (CD) 23-005.,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that to the extent the quitclaim of the easement to be vacated constitutes a project pursuant to the California Environmental Quality Act (“CEQA”), this action is exempt from CEQA pursuant to 14 California Code of Regulations, section 15061 because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment and the area to be vacated is being substituted for in a manner that adequately maintains the function of the right-of-way and consistency with City Standards.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that it hereby:

1. Vacates a portion of public right-of-way located along South Livermore Avenue, as shown and described in Exhibit A, attached hereto, and described below.

The public right-of-way vacated includes a small portion of the existing sidewalk (approximately 67 square feet). This portion of right-of-way is not useable or accessible as it is situated underneath the brick facades of the existing buildings in Blacksmith Square and under the new building as part of the Blacksmith Square Expansion Project and is no longer needed at its current location (Streets and Highways Code section 8334).

2. Directs the City Clerk to file a certified copy of this resolution of vacation with associated legal description with the Alameda County Recorder’s Office.

3. Authorizes that from and after the date this resolution is recorded, the small portion of public right-of-way is vacated and no longer constitutes public right-of-way for street or highway purposes.

4. Authorizes the City Manager to sign on behalf of the City of Livermore, the Quitclaim Deed, attached hereto as Exhibit B, to convey to Blacksmith Square LLC, a California Limited Liability Company, and the Quitclaim Deed, attached hereto as Exhibit C, to convey to Maroon Bear, a California Limited Partnership.

On motion of Council Member ____________________, seconded by Council Member __________________________, the foregoing resolution was passed and adopted on July 22, 2024, by the following vote:
50 AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Plat & Legal Description
Exhibit B – Quitclaim Deed, Blacksmith Square LLC
Exhibit C – Quitclaim Deed, Maroon Bear
51 EXHIBIT A Page 1 of 4
52 EXHIBIT A Page 2 of 4
53 EXHIBIT A Page 3 of 4
54 EXHIBIT A Page 4 of 4
55 RECORDING REQUESTED BY:

AND
WHEN RECORDED MAIL TO:

City Clerk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
ABOVE THIS LINE FOR RECORDER’S USE
____________________________________________________________________________________________________ MAIL TAX STATEMENTS TO: The Undersigned grantor(s) declare(s):

CITY TRANSFER TAX $0.00
DOCUMENTARY TRANSFER TAX $ Release of easement
SURVEY MONUMENT FEE $0.00
R&T Code 11911 Value or consideration is less than $100 SAME AS ABOVE Computed on the consideration or value or property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. _____________________________________________________________________________________________________________________________ APN’s Exempt from filing fees per Government Code Section §§ 27383 & 6103 098-0289-26 (portion)

QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF LIVERMORE, a Municipal Corporation, “Grantor,”
hereby remises, releases and quitclaims to Blacksmith Square LLC, a California Limited Liability Company, (“Grantee”) all right, title, and interest in and to those certain portions of a non-exclusive right-of-way located in the City of Livermore (City), County of Alameda, State of California on the real property held by Blacksmith Square LLC, and more particularly identified in Exhibit A and Exhibit B (Legal Description and Plat). This Quitclaim Deed is executed, delivered, and accepted for the purpose of terminating the Quitclaimed right-ofway.

By recording this Quitclaim Deed, Grantee agrees to release and indemnify the Grantor from any and all liability associated with or arising out of the past, current, or future use of the Quitclaimed right-of-way, except to the extent caused by the sole negligence or willful misconduct of the City, its agents, or its employees.

SEE EXHIBITS “A” and “B” ATTACHED HERETO AND MADE A PART HEREOF GRANTOR:

City of Livermore, a municipal corporation
__________________________________ Date:__________________ Signature:

By: Marianna Marysheva
Its: City Manager
EXHIBIT B Page 1 of 4
56 ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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.

EXHIBIT B Page 2 of 4
57 EXHIBIT B Page 3 of 4
58 EXHIBIT B Page 4 of 4
59 RECORDING REQUESTED BY:

AND
WHEN RECORDED MAIL TO:

QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF LIVERMORE, a Municipal Corporation, “Grantor,”
hereby remises, releases and quitclaims to Maroon Bear, a California limited partnership, (“Grantee”) all right, title, and interest in and to those certain portions of a non-exclusive right-of-way located in the City of Livermore (City), County of Alameda, State of California on the real property held by Maroon Bear, a California limited partnership and more particularly identified in Exhibit A and Exhibit B (Legal Description and Plat). This Quitclaim Deed is executed, delivered, and accepted for the purpose of terminating the Quitclaimed right-ofway for public highway purposes.

SEE EXHIBITS “A” and “B” ATTACHED HERETO AND MADE A PART HEREOF GRANTOR:

City of Livermore, a municipal corporation
__________________________________ Date:__________________ Signature:

By: Marianna Marysheva
Its: City Manager
EXHIBIT C Page 1 of 4
60 State of )
County of )
On before me,
, Notary Public (here insert name and title of the officer), personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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.

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

EXHIBIT C Page 2 of 4
61 EXHIBIT C Page 3 of 4
62

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EXHIBIT C Page 4 of 4
63 CITY COUNCIL STAFF REPORT ITEM NO. 5.5
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brandon Cardwell, Innovation and Economic Development Director SUBJECT: Resolution authorizing the City Manager to execute the first amendment to the Amended and Restated Disposition, Development, and Loan Agreement between the City of Livermore and 2205 Railroad Avenue LLC for a downtown hotel.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute the first amendment to the Amended and Restated Disposition, Development, and Loan Agreement between the City of Livermore and 2205 Railroad Avenue LLC for a downtown hotel.

SUMMARY
The proposed amendment to the Amended and Restated Disposition, Development, and Loan Agreement (DDLA) between the City of Livermore (City) and 2205 Railroad Avenue LLC (Developer) for a downtown hotel modifies the performance schedule to allow the Developer more time to deliver the hotel, as well as modifies several sections of the Definitions and payment terms to be internally consistent with the modified schedule. The amendment further modifies the DDLA to identify a series of steps to be taken if the Developer fails to meet the deadlines set forth in the new performance schedule.

The original Disposition and Development Agreement approved by the City Council in 2018 called for commencement of construction in June 2020 and opening of the hotel in December 2021. However, a series of referenda and initiative challenges caused significant delays to the hotel project and led to cost increases that necessitated the removal of underground parking as identified in the amended and restated DDLA approved by Council in January 2022.

Additionally, the COVID-19 pandemic had a damaging effect on tourism and business travel, which has resulted in reduced demand for new hotel development. Following the pandemic, a prolonged period of economic inflation has resulted in increased costs for materials, labor, and capital, which has further challenged the Developer’s ability to deliver the hotel, and the related payments, in accordance with the original Schedule of Performance.

DISCUSSION
64 Background
On July 27, 2016, the City entered into an Exclusive Negotiating Rights Agreement (ENRA) with Presidio to establish procedures and standards for the negotiation of a Purchase and Sale Agreement for disposition and development of a downtown hotel. The City Council extended the ENRA with Presidio throughout the public engagement and plan development process for the new Downtown Core plan. On February 26, 2018, the City Council adopted Resolution 2018-024 authorizing the execution of a Hotel Term Sheet with Presidio for the preparation of a Disposition and Development agreement for a downtown hotel.

On September 10, 2018, the City Council adopted Resolution 2018-154 approving Specific Plan Amendment 18-001 (the “September 2018 Amendments”) to facilitate the phased implementation of the approved Downtown Plan and provisions to allow up to a four-story hotel. At this same meeting, the City Council adopted Resolution 2018-155 approving Downtown Design Review for a four-story, 133-room hotel on the southeast corner of Railroad and South Livermore Avenue.

On October 11, 2018, the City received a referendum petition entitled “Referendum Against Portions of a Resolution Passed by the City Council Resolution No. 2018-154” (hereinafter “Referendum”). The Referendum challenged three portions of the September 2018 Amendments, specifically the amendments to Chapter 5 (Development Standards –Core), Chapter 7 (Circulation and Transportation), and Chapter 8 (Parking Standards).

On November 26, 2018, the City Council adopted Resolution 2018-200 accepting certification by the City Clerk as to the sufficiency of signatures on the Referendum. The Council’s successive adoption of Resolution 2018-201 repealed the Specific Plan Amendments listed in the referendum petition (Chapters 5, 7 and 8) and confirmed that the remaining amendments to the Downtown Specific Plan approved by Resolution No. 2018-154 remain in effect.

The repeal of the September 2018 Amendments to Chapters 5, 7, and 8 necessitated several adjustments to the Downtown Plan. The adjustments included reduced building heights for the hotel and the L Street parking structure, requiring two-story buildings adjacent to Blacksmith Square, and an adjustment to the land use standards to accommodate additional surface parking. The remaining components of the Downtown Plan were consistent with the Specific Plan that existed before the September 2018 Amendments.

California Elections Code section 9241 provided that, until November 27, 2019 (one year from the actions taken to repeal), the City could not readopt the same amendments to Chapters 5, 7, and 8 that were challenged by the Referendum. However, the City could consider amendments to the same chapters within the one year repeal period, provided the amendments were different from the previous amendments and avoid the objections made to the previous amendments. On May 13, 2019, within the one-year time frame, the City Council readopted amendments to Specific Plan Chapters 5, 7, and 8, that were outside the Referendum’s issues of concern, including provision of additional parking and the removal of the regional theater from the Downtown Specific Plan. Due to rising construction costs during the delay caused by the 2018 Referendum, the provision of between 70 to 150 parking spaces in a new public or private parking facility accessed from K Street was included in the project at that time as an alternative to an underground parking garage. Removal of the regional theater language was also included in the amendments to the Specific Plan that were not challenged. 65 On July 29, 2019, the City Council adopted Resolution 2019-137 accepting the City Clerk’s certification that the petition entitled “Citizen’s Initiative Changing Development Regulations in Downtown Livermore and Amending Regulations to Allow Housing at the Civic Center” contained the sufficient number of signatures required to qualify it for the ballot. On August 26, 2019, the City Council adopted Resolution 2019-142 calling for and giving notice of the holding of a general election for the submittal of an initiative petition entitled: “Citizen’s Initiative Changing Development Regulations in Downtown Livermore and amending regulations to allow housing at the Civic Center” to the voters of the City of Livermore and consolidating that election with the general municipal election to be held Tuesday, November 3, 2020.

On July 22, 2019, the City Council introduced an ordinance approving a development agreement with 2205 Railroad Avenue LLC for the Wine Country Hotel at the Bankhead project (Development Agreement 19-001). The ordinance was adopted as Ordinance No. 2089 on second reading by the City Council on July 29, 2019.

On August 28, 2019, a referendum petition entitled “Referendum Against Ordinance No. 2089 Passed by the City Council (Development Agreement 19-001)” was filed with the City Clerk, seeking to repeal the ordinance.

On September 20, 2019, the Alameda County Registrar of Voters certified the sufficiency of the signatures for that referendum.

On October 14, 2019, the City Council adopted Resolution No. 2019-162, calling for and giving notice of holding a special municipal election to be held on March 3, 2020, for the purpose of submitting Ordinance No. 2089, approving a development agreement for the Wine Country Hotel at the Bankhead project (Development Agreement 19-001), to the voters for approval. That ballot measure was designated Measure P on the ballot for the March 3, 2020 election.

On March 3, 2020, Livermore voters passed Measure P by over a 2/3 majority vote in favor - approving the development agreement between the City and Presidio to build the downtown hotel. On May 11, 2020, the City Council readopted the Specific Plan Amendments to Chapters 5, 7, and 8 that were challenged by the Referendum, with the exception of the amendments related to the boutique hotel site at the southeast corner of Railroad Avenue and South Livermore Avenue. At the same meeting, City Council directed staff to return with another Specific Plan Amendment to reintroduce the hotel amendments.

On October 26, 2020, the City Council adopted Resolution 2020-179 approving another Downtown Specific Plan Amendment to reestablish the four-story height limit for the hotel and enable implementation of the approved boutique hotel consistent with the approved Downtown Plan.

On January 10, 2022, the City Council adopted Resolution number 2022-008 authorizing execution of an Amended and Restated Disposition, Development and Loan Agreement with the Developer, which included a site acquisition loan in the amount of $1,923,750 for the acquisition of 2080 Railroad Avenue to serve as parking. The resolution also authorized a supplemental appropriation in the amount of $1,923,750 from the General Fund to be directed to the site acquisition loan described in the DDLA. The Amended and Restated DDLA also established a new timeline for the hotel project, with construction expected to commence no later than May of 2024.
66 Amendment to the Amended and Restated DDLA
The proposed first amendment to the Amended and Restated DDLA would make two significant changes to the agreement. The first change would modify the performance schedule to allow the Developer more time to deliver the hotel project; several additional sections of the DDLA would also be modified to maintain internal consistency with the new dates in the revised performance schedule. The second change to the DDLA identifies a new set of actions to be taken if the Developer falls out of compliance with the revised performance schedule. Those actions are described as follows.

In the event the Developer fails to achieve any milestone in the revised performance schedule, under the proposed amendment the Developer would be required to fund a market feasibility study performed by a consultant that is selected by the City. The intent of the study would be to determine if the hotel project is feasible under market conditions at the time of the study. If, based upon the market feasibility study, the City Manager determines the project is not feasible under current market conditions, each remaining deadline in the performance schedule shall be extended exactly one year.

If the Developer does not meet one or more of the extended deadlines of the performance schedule after the one-year extension, the City Manager shall have the sole discretion to require the Developer to conduct, at the Developer’s sole expense, a second market feasibility study to determine whether the hotel project is feasible under market conditions at that time.

If, based upon the second market feasibility study, the City Manager determines the project is not feasible under current market conditions, the City shall have sole discretion to (1) require the Developer to meet and confer with the City to identify an alternative path forward for the Project, and (2) terminate this Agreement and all related agreements.

If, based upon either the first or second market feasibility study, the City Manager determines the project is feasible under current market conditions, the Developer must, within six months of the completion of the relevant market feasibility study, either (1) complete any and all actions that are at that time past due, (2) identify a new development partner, subject to the City’s approval, to assist the Developer with coming into compliance with the performance schedule, or (3) sell the project to another developer subject to the City’s approval. After the end of the six-month period, the City Manager, in her sole discretion, may grant one six-month extension to complete the action chosen under this subsection.

In the event the Developer does not fulfill its obligation under this section after the required time period, the City shall have the sole discretion to terminate this agreement and all related agreements. The City shall also retain the rights to use the Project plans and designs for future use, including with another developer, in exchange for a payment to Developer in an amount not to exceed the actual cost to the Developer of preparing the Project plans and designs, as shown by the Developer’s business records.

FISCAL AND ADMINISTRATIVE IMPACTS
The proposed first amendment to the Amended and Restated DDLA would delay the repayment of the $1,923,750 loaned to the Developer for the purpose of acquiring additional parking, as well as the completion of payment for the $71,521 purchase price of the land.

COMMUNITY PILLAR
67 4: Inclusive & Inviting Spaces & Places
GOAL
3: Continue to Implement the Downtown Specific Plan

ATTACHMENTS

1. Resolution

2. Exhibit A - First Amendment
Prepared by: Brandon Cardwell
Innovation and Economic
Development Director
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
68 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF THE FIRST

AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION

AND DEVELOPMENT AGREEMENT WITH
2205 RAILROAD AVENUE LLC FOR A DOWNTOWN HOTEL
On October 1, 2018, the City of Livermore (“City”) and 2205 Railroad Avenue LLC, a Delaware limited liability company (the “Developer”), entered into a Disposition, Development and Loan Agreement (“DDLA”) for the purchase of the City-owned parcels located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore and development of the parcels for a hotel project.

On August 22, 2022, the City and Developer entered into an Amended and Restated Disposition, Development and Loan Agreement (“Amended and Restated DDLA”), which replaced the original DDLA.

The COVID-19 pandemic had a damaging effect on tourism and business travel, which has resulted in reduced demand for new hotel development. Following the pandemic, a prolonged period of economic inflation has resulted in increased costs for materials, labor, and capital, which has further challenged the Developer’s ability to deliver the hotel, and the related payments, in accordance with the Schedule of Performance of the Amended and Restated DDLA.

To account for these challenges, the City and Developer desire to enter into a First Amendment to the Amended and Restated Disposition, Development and Loan Agreement to modify the Schedule of Performance of the Amended and Restated DDLA and the associated sections and exhibit documents in the Amended and Restated DDLA affected by the modified Schedule of Performance.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby authorizes the City Manager, or her designee, to execute the First Amendment to the Amended and Restated Disposition, Development and Loan Agreement between the City and 2205 Railroad Avenue LLC, attached hereto as Exhibit A.

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:
69 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Deborah L. Elam Katherine Mirassou
Acting City Clerk Deputy City Attorney
Exhibit A - Agreement
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CITY COUNCIL STAFF REPORT ITEM NO. 5.6
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing the execution of an agreement with Michael Baker International, Inc. for services to support the administration of the City’s Affordable First-Time Homebuyer Program and Mortgage Assistance Program in a not-to-exceed amount of $400,000, a term ending June 30, 2029, and appropriating $400,000 over five years from the Housing Trust Fund.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the execution of an agreement with Michael Baker International, Inc. for services to support the administration of the City’s Affordable FirstTime Homebuyer Program and Mortgage Assistance Program in a not-to-exceed amount of $400,000, a term ending June 30, 2029, and appropriate $400,000 over five years from the Housing Trust Fund.

SUMMARY
In March 2024, the City issued a Request for Qualifications to identify agencies that could support the administration of the City’s Affordable First-Time Homebuyer Programs (Below Market Rate [“BMR”] Homebuyer Program) and Mortgage Assistance Program [“MAP”]). Michael Baker International, Inc. was selected as the agency most qualified to provide the range of services the City needs. The proposed five-year Professional Services Agreement includes services to be the primary contact for all inquiries and correspondence on the Program, assist with developing program market information, establish and maintain a waitlist, conduct workshops and selection process, and manage the transaction through closing, and manage refinances and resales of existing BMRs. Staff recommends approval of the Agreement with Michael Baker International, Inc. and an appropriation of $400,000 over five (5) years from the City's Housing Trust Fund for the services. The City is able to recover and defray the cost of these services through fees paid by developers selling BMR inclusionary units and other transaction fees.

DISCUSSION
The City of Livermore generates affordable homeownership opportunities (BMR for-sale units) through its Inclusionary Housing Ordinance. Additionally, the City provides a Mortgage Assistance Program, 130
which provides down payment and closing cost assistance loans, using local and State CalHome funding, for first-time homebuyers who have incomes between 80% and 120% of Area Median Income (AMI).

The City’s Inclusionary Housing Ordinance was first adopted in 2000. The ordinance requires developers of new for-sale residential projects to provide between 10% and 20% of units (depending on location within the City) to be made available for purchase to low-, median-, and moderate-income households, at or below 80%, 100%, and 120% of Area Median Income, respectively. The BMR units are subject to silent mortgages, second mortgages, and resale restrictions with the purchasers to secure the City’s affordable housing interest in the units.

The pipeline of ownership BMR units is secured through City Council-approved affordable housing agreements with developers. The City currently has 155 BMR ownership units and mortgage assistance loans in its portfolio which require annual monitoring and coordination with homeowners. Currently, the City also has five affordable housing agreements with developers of projects that are expected to start construction within the next five years and will generate an additional 140 affordable, for-sale units. To prepare for the high volume of units, in March 2024, the City issued a Request for Qualifications (RFQ) to identify agencies that could provide administration support and homebuyer counseling services for the City's BMR Homebuyer Program and Mortgage Assistance Program which were previously provided by ZASM Consulting, LLC. These services include acting as the primary contact for all inquiries and correspondence on the Program, assisting with developing program market information, establishing and maintaining a waitlist, conducting workshops and selection process, managing the transaction through closing, and managing refinances and resales of existing BMRs. Two firms submitted proposals: Michael Baker International, Inc. and Rise Housing.

During the selection process, staff considered each firm’s pricing, ability to scale operations, experience, and marketing capabilities in reaching low-, median-, and moderate-income households. Based on the above criteria, Michael Baker International, Inc. was selected as the firm most qualified to provide the BMR administration services requested in the RFQ. The key enhancements in contracting for Michael Baker International, Inc.'s services include their service cost efficiency, capacity to expand staffing during increased influxes of available BMRs, and ability to translate and create brochures to reach Spanishspeaking residents. Additionally, the City of Livermore currently contracts with Michael Baker International, Inc. to monitor annual BMR compliance.

The proposed FY 2025-29 Professional Services Agreement includes fees for services to be provided as needed for the sale of BMR units and other mortgage assistant services. The estimated budget for new Below Market Unit sales, including administration of the City's Applicant Selection Process ("Lottery") is based on the number of units anticipated to be sold through existing Low Income Housing Agreements each fiscal year. BMR administration services include screening and qualifying prospective applicants according to the City's criteria and interfacing with the City's buyers and mortgage lenders through the close of escrow. Other first-time homebuyer services, including mortgage assistance program administration, have been included in the agreement on a variable, as-needed basis.

Professional Services Scope/Cost Summary:

Services Description Year 1
General Administration Services Payoffs, four (4) workshops & general services items
$12,500
131
BMR Program Services New sales, resales & refinances 19,500 Mortgage Assistance Program
(MAP) Services
New MAP loans and other MAP
services
17,500
Subtotal 49,500
Additional Services Contingency* 25,500
Total for Year 1 $75,000
Average Annual +/- 3% Cost Escalator Summary for Five (5) Years:

Annual
Escalator
Year 1 Total Year 2 Total Year 3 Total Year 4 Total Year 5 Total 3% $75,000 $78,000 $80,000 $82,000 $85,000
Approx. 5 Years Subtotal &
Not to Exceed Total
$400,000
*The “Additional Services Contingency” cost of $25,500 each year covers periods when a higher number of BMRs become available due to the completion of new construction.

Staff recommends City Council approve a five-year contract with the consultant so that the City secures consistent services for new development projects expected to deliver affordable units during that period.

As indicated in the contract, the City may terminate any portion or all of the services by giving Consultant at least 30 calendar days written notice.

FISCAL AND ADMINISTRATIVE IMPACTS
Funds to support the administration of the City’s Affordable First-Time Homebuyer Program and Mortgage Assistance Program are appropriated from the City's Housing Trust Fund (F611). The City collects an administrative fee equal to 1.5 percent of the affordable sales price from developers upon close of escrow and sale to the eligible buyers to pay for marketing costs, BMR applicant selection, and to defray ongoing monitoring costs. The administrative fee for resale BMR units would be collected from the seller by the City upon close of escrow to a new eligible purchaser. The fees are updated annually in the City's master fee schedule. The estimated administrative cost recovery per unit for the FY 2025-29 contract period averages $6,400 per affordable unit and would be deposited into Fund 611.

COMMUNITY PILLAR
1: A Safe Community that Thrives
GOAL
7: Expand and preserve the supply of affordable housing opportunities.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement
132
Prepared by: Trisha Howard
Management Analyst II
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
133
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT
WITH MICHAEL BAKER INTERNATIONAL, INC. FOR

ADMINISTRATION OF THE AFFORDABLE FIRST-TIME HOMEBUYER

AND MORTGAGE ASSISTANCE PROGRAMS IN A NOT-TO-EXCEED
AMOUNT OF $400,000 FOR A FIVE-YEAR TERM, AND
APPROPRIATION OF $400,000 IN HOUSING TRUST FUNDS (F611) In March 2024, the City of Livermore (“City”) issued a Request for Qualifications (RFQ) to identify agencies that could provide administration support and homebuyer counseling services for the City's Affordable First-Time Homebuyer Program and Mortgage Assistance Program. Michael Baker International, Inc. was selected as the agency most qualified to provide the administration services requested in the RFQ. The proposed five-year Professional Services Agreement includes services to assist with qualifying applicants for new units sold through the Inclusionary Housing Program and other first-time homebuyer programs.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager, or her designee, to sign a Professional Services Agreement, attached hereto as Exhibit A, with Michael Baker International, Inc., in an amount not-to-exceed $400,000, for the administration of the City's Affordable First-Time Homebuyer Program and Mortgage Assistance Program.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that it hereby authorizes the appropriation of $400,000 in Housing Trust Funds (Fund 611) for five (5) years.

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 – Michael Baker International, Inc. Agreement 134
Professional Services Agreement Page 1
Rev. 09/19/23

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2024, by and between the City of Livermore (“City”), a municipal corporation, and Michael Baker International, Inc. (“Consultant”), a Pennsylvania Corporation.

RECITALS
City requires professional services to administer the City’s Affordable First-Time Homebuyer Program (Below Market Rate) and the Mortgage Assistance Program.

Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges City has relied upon these warranties to retain Consultant.

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

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

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

3. Description of Services. Consultant shall provide the following professional services as more particularly set forth in Exhibit "A" (collectively “the Services”):

Administer the City’s Affordable First-Time Homebuyer Program (Below Market Rate) and the Mortgage Assistance Program as submitted in the Consultant's proposal dated April 19, 2024.

4. Consultant’s Responsibilities. Consultant shall:
(a) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;
(b) Provide the resources necessary to complete the Services in a timely manner;
(c) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E EXHIBIT A 135
Professional Services Agreement Page 2
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(d) Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services;
(e) Comply with all laws in effect that are related to Consultant and the Services;
(f) Coordinate the Services with Frances Reisner (“Project Manager”), or such other person designated as the Project Manager by City; (g) Be available to the Project Manager, and other parties referred to Consultant by the Project Manager, to answer questions or inquiries related to the Services;
(h) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested. Consultant shall not submit an invoice to City more frequently than once a calendar month; (i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

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

Should Consultant fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Consultant;
(l) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Consultant shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Consultant shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
136
Professional Services Agreement Page 3
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laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and, (m) Consultant’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

5. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $400,000 ("not-to-exceed amount"). City shall compensate Consultant for the Services rendered at the hourly rates, task amounts or travel expenses set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates, task amounts or travel expenses are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.
(b) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.

6. Term. The term of this Agreement commences on July 1, 2024, and terminates upon the completion of the Services or June 30, 2029, whichever occurs first.

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

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

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

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
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Professional Services Agreement Page 4
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10. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

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

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

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

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

14. Acceptance of Work. City’s acceptance of, or payment to Consultant for, the Services does not release Consultant from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
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assumption of Consultant’s responsibility or liability by City for any defect or error in the Services.

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
139
Professional Services Agreement Page 6
Rev. 09/19/23

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

TO CITY: Attention: Frances Reisner,
Housing and Human Services Manager
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
TO CONSULTANT: Attention: William Hoose, Vice President Michael Baker International, Inc.
3760 Kilroy Airport Way, Suite 270
Long Beach, CA 90806

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

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

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

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

27. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
********************************************************************************************* Signatures and Attachment List on the Next Page
DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
140
Professional Services Agreement Page 7
Rev. 09/19/23
In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

CONSULTANT: Dated:
____________________________ ___________________________ William Hoose
Vice President
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Deputy/Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E 5/27/2024 | 8:34 AM PDT

EXHIBIT A
141

EXHIBIT A
Michael Baker International, Inc. will perform the following tasks in addition to providing example documents:

A. GENERAL ADMINISTRATION SERVICES:
• Be the primary contact for questions from the public about the BMR and MAP programs, and will handle inquiries and correspondence from applicants, real estate agents, lenders, escrow and loan servicing agents, and current BMR homeowners and/or MAP borrowers.
• Utilize the City’s procedures, ordinance(s), resolution(s), and guidelines in the implementation of the BMR and MAP Programs.
• Develop a report form in conjunction with the City representative and submit quarterly activity reports.
• Provide suggestions to the City for potential modifications to the City’s application process, procedures, and/or guidelines to ensure effective operation of the Program.
• (If applicable) Maintain marketing content for the Program, including information on Consultant’s website, and other material as needed. • Maintain a list of local lenders interested in providing loans to qualified Program applicants.
• When requested by the City, advise and assist City staff on matters related to the Program.
• As necessary, and/or requested by the City, provide access to translation in other languages.
• Conduct quarterly in-person workshops to educate the public on the City’s affordable homeownership programs.
• Utilize the City’s HomeKeeper database to manage the BMR and DPA portfolios, and will keep all data in HomeKeeper accurate and current.

B. BMR PROGRAM SERVICES:
• New BMR Units
o Advertising: Assist with the development of program marketing information and project-specific collaterals for prospective BMR buyers on the new developments where the new BMR units will be located.

Consultant will assist City with marketing new BMR opportunities via website, flyer or posters, e-blasts, social media, etc. using imagery, language and design consistent with City standards.
o Waitlist Creation and Management: Use the City’s Homekeeper software and associated forms and applications to prepare an online preapplication to conduct an annual solicitation for applications to the Program to solicit buyers for available units and to establish and maintain a waiting list in accordance with the City’s Program guidelines. Establishing a waitlist DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
142
includes, but is not limited to, distributing and receiving applications through electronic methods, sorting all applicants into the appropriate City priority point system, conducting an annual “lottery-style” selection process for new applicants, and communicating results with the applicants. • Develop a report form in conjunction with the City representative and submit quarterly activity reports.
• Provide suggestions to the City for potential modifications to the City’s application process, procedures, and/or guidelines to ensure effective operation of the Program.
• (If applicable) Maintain marketing content for the Program, including information on Consultant’s website, and other material as needed. • Maintain a list of local lenders interested in providing loans to qualified Program applicants.
• When requested by the City, advise and assist City staff on matters related to the Program.
• As necessary, and/or requested by the City, provide access to translation in other languages.
• Conduct quarterly in-person workshops to educate the public on the City’s affordable homeownership programs.
• Utilize the City’s HomeKeeper database to manage the BMR and DPA portfolios, and will keep all data in HomeKeeper accurate and current.

C. BMR PROGRAM SERVICES:
• New BMR Units
o Advertising: Assist with the development of program marketing information and project-specific collaterals for prospective BMR buyers on the new developments where the new BMR units will be located.

Consultant will assist City with marketing new BMR opportunities via website, flyer or posters, e-blasts, social media, etc. using imagery, language and design consistent with City standards.
o Waitlist Creation and Management: Use the City’s Homekeeper software and associated forms and applications to prepare an online preapplication to conduct an annual solicitation for applications to the Program to solicit buyers for available units and to establish and maintain a waiting list in accordance with the City’s Program guidelines. Establishing a waitlist includes, but is not limited to, distributing and receiving applications through electronic methods, sorting all applicants into the appropriate City priority point system, conducting an annual “lottery-style” selection process for new applicants, and communicating results with the applicants.

Maintenance of the waiting list includes reviewing required annual applications for eligibility to remain on the waiting list.

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
143
o Selection Process Administration: Conduct workshop detailing instructions on the application process; use the City’s Homekeeper system to collect full applications and required documents to determine eligibility based on unit availability, sales prices, and unit size; and obtain conditional approval or disqualification letter from the City as applicable. o Manage Transaction Through Closing: Manage the entire sale process through close of escrow, including but not limited to the following tasks:
 Prepare the sales schedule in coordination with the projects’ developers for City approval.
 Adhere to appropriate deadlines to ensure the timely delivery of qualified applicants to the developer.
 Coordinate with or arrange for homebuyer education consistent with U.S. Department of Housing and Urban Development (HUD)
standards.
 Be available to answer any questions regarding the BMR Program and facilitate escrow closing.
 Create the “City Loan Documents” (Deed of Trust, Promissory Note, Resale Restriction Agreement, Requests for Notice of Default and any other applicable documents). Review documents with the buyers and coordinate signing of documents.
 Provide Escrow Instructions and facilitate recordation of the City’s documents with the title company prior to close of escrow. Once complete, ensure City receives copies of all closing documents. • Existing BMR Units
o Refinances: Provide information on City subordination requirements for lenders and owners and answer phone and email inquiries. Consultant will review and process requests for refinancing in accordance with Program guidelines.
o Resale of Existing BMR Homes: Administer the resale process for units sold back through the Program and will follow the City’s established “Steps to Reselling your BMR Home” procedures including: marketing the unit through the City’s program waitlist (as applicable); coordinating with the seller and listing agent to ensure necessary inspections are completed; holding at least one “open house” for prospective buyers; screening and identifying eligible buyers; acting as City’s liaison on buyers eligibility and loan approval through close of escrow; and processing City Loan Documents to ensure close of escrow meets program deadlines (90 days in most cases).

D. MORTGAGE ASSISTANCE PROGRAM SERVICES
Administer, process, and screen applications for the City’s Mortgage Assistance Program (“MAP”). Similar to the aforementioned BMR Program Services, Consultant will market the program, collect and screen applications and process the transaction through the close of escrow.

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
144
Michael Baker International, Inc. will provide all necessary services for the successful administration of the City’s BMR Program as outlined in the Implementation Plan section at a not-to-exceed amount of $49,500 per year.

Here is the cost estimate for each task:

Task
Description
Project
Director
Project
Manager
Housing &
Grants Specialist
Technical
Specialist
Totals
$185 $150 $135 $125
Task A – General Administration Services:

Estimated number of payoffs – 2: $1,500 ($750 each)
Estimated number of workshops – 4: $4,000 ($1,000 each) Other General Administration Services: $7,000
Subtotal: $12,500
Task B - BMR Program Services:

Estimated number of resales – 2: $6,000 ($3,000 each)
Estimated number of new sales – 6: $12,000 ($2,000 each) Estimated number of refinances – 1: $1,500 each
Subtotal: $19,500
Task C – Mortgage Assistance Program Services:

Estimated number of new MAP loans – 2: $8,000 ($4,000 each) Other Mortgage Assistance Program Services - $9,500
Subtotal: $17,500
Additional tasks performed under the contract shall be billed at the rate noted above. An additional contingency of $25,500 each year shall be allocated for additional BMRs or other services requested by the City.

An annual escalator of no more than 3% shall be applied annually.

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
145
Revised 5/1/2018 B5 – 1M E&O

Page 1 ends

EXHIBIT B

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

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

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

3. Workers’ Compensation and Employer's Liability:

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

4. Professional Liability/Errors and Omissions:
$1,000,000 per claim. Consultant/Contractor warrants that any retroactive date under this policy shall precede the effective date of this contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed.

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
146
Revised 5/1/2018 B5 – 1M E&O

Page 2 ends

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

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

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

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

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

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

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

DocuSign Envelope ID: 7235AFB1-2F0E-4B45-8188-8CA4AD94564E

EXHIBIT A
147
CITY COUNCIL STAFF REPORT ITEM NO. 5.7
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing the change of the General Partner for 2891 Carmen, L.P., owner of the Carmen Avenue Apartments from Satellite AHA Development, Inc. to ABODEHD 2891 CARMEN LLC, to streamline property management and service delivery.

RECOMMENDED ACTION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve ABODEHD 2891 CARMEN LLC as the new General Partner in the 2891 Carmen, L.P., California limited partnership for the Carmen Avenue Apartments to streamline property management and service delivery once Abode oversees all aspects of the partnership.

SUMMARY
Carmen Avenue Apartments is owned by the 2891 Carmen, L.P., a limited partnership between Satellite AHA Development, Inc. (SAHA) as the Managing General Partner, and Abode Housing Development (AHD) as the Co-General Partner. SAHA has agreed to transfer the full role of Managing General Partner to Abode Housing under a new affiliate, ABODEHD 2891 CARMEN LLC and transition the property management responsibilities to Abode Property Management (APM). APM works in alliance with Abode Housing Development and partners with Abode Services to support the needs of the residents. The changes are intended to streamline property management and service delivery under one provider for the residents and provide consistency. In accordance with the City's loan and regulatory agreements with the 2891 Carmen L.P., any changes to the general partnership must be approved by the City.

DISCUSSION
In October 2006, the City executed loan and regulatory agreements for the Carmen Avenue Apartments project with 2891 Carmen L.P., for $2,665,000 In-Lieu and Housing Trust Funds. At that time, the Carmen limited partnership included Affordable Housing Associates as the General Partner, and Allied Housing as the Co-General Partner. The City's loan agreement reserved the right to approve any changes to the General Partner within the 2891 Carmen limited partnership. 148
In January 2013, the City approved a Change of Name Amendment reflecting the merger of Affordable Housing Associates and Satellite Housing, Inc., with the corporate name changed to Satellite AHA Development, Inc. (SAHA). SAHA is the current Managing General Partner of 2891 Carmen, L.P. On July 7, 2023, the Co-General Partner, Allied Housing, changed to Abode Housing Development (AHD).

Now, SAHA has agreed to transfer the Managing General Partner role to Abode Services under a new affiliate, ABODEHD 2891 CARMEN LLC. Additionally, they have agreed to transition the property management responsibilities from SAHA to Abode Property Management (APM).

APM has provided property management services for affordable housing, serving low-income, homeless disabled, and other special needs households for over 42 years. APM is a $39 million organization that currently provides property and asset management to more than 52 affordable/supportive housing properties with over 900 units serving seniors, families, veterans, special needs, vulnerable populations, or low-income individuals financed with Federal, State, tax credit, and local funding across Alameda, San Francisco, Santa Clara, and Santa Cruz counties.

APM’s leadership team has experience managing a wide array of affordable housing properties and funding types, including permanent supportive housing, low-income housing tax credits (LIHTC), HOME funded units, properties with project-based Section 8 vouchers, and the State's Multi-Family Housing Program (MHP), all of which are applicable to Carmen Avenue.

This change in Managing General Partner will allow AHD to assume 100% interest in the partnership and provide direct oversight. AHD is a member of the Abode strategic alliance which includes Abode Housing Development (AHD), Abode Services (AS), and Abode Property Management (APM). Abode Services has been the resident services provider since the project first opened and intends to continue to deliver services with more efficiency and effectiveness once Abode oversees all aspects of the partnership. This change in Managing General Partner will allow AHD to work closer with AS, as well as APM as the property management agent for service delivery at Carmen. APM specializes in working with permanent supportive housing households.

FISCAL AND ADMINISTRATIVE IMPACTS
Changes to the agreement do not increase the City's financial commitment to the project and will have no impact on the City's General Fund.

COMMUNITY PILLAR
1: A Safe Community that Thrives
GOAL
7: Expand and preserve the supply of affordable housing opportunities.

ATTACHMENTS

1. Resolution

2. Exhibit A - Approval for General Partner Change

3. Exhibit B - Agreement to Withdraw and Transfer Partnership Interest 149
Prepared by: Trisha Howard
Management Analyst II
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
150
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION AUTHORIZING THE APPROVAL OF ABODEHD 2891 CARMEN LLC AS THE NEW GENERAL PARTNER IN THE 2891 CARMEN, L.P. FOR THE

CARMEN AVENUE APARTMENTS TO STREAMLINE PROPERTY

MANAGEMENT AND SERVICE DELIVERY FOR THE RESIDENTS OF THE

PROJECT
On October 23, 2006, the City of Livermore ("City") and 2891 Carmen, L.P., a California Limited Partnership ("Partnership") entered into a First Amended and Restated Loan Agreement for the Use of In-Lieu and Housing Trust Funds in the principal amount of $2,665,000 (Instrument No. 2006405749) ("Loan Agreement") for the Carmen Avenue Apartments project.

The Loan Agreement requires the City's approval before the Partnership may replace its General Partner.

The Partnership desires to replace its current managing General Partner, Satellite AHA Development, Inc., a California nonprofit public benefit corporation, and its Co-General Partner, Abode Housing Development, a California nonprofit public benefit corporation, with a new General Partner, ABODEHD 2891 CARMEN LLC, a California limited liability company. Satellite AHA Development Inc., Abode Housing Development, and ABODEHD 2891 CARMEN LLC have entered into an agreement documenting this change, attached hereto as Exhibit B.

This change in partnership interest will allow for streamlined property management and service delivery for the residents of the project once Abode oversees all aspects of the partnership.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby approves the change in 2891 Carmen L.P.'s managing General Partner from Satellite AHA Development, Inc. to ABODEHD 2891 CARMEN LLC., and authorizes the City Manager to sign on behalf of the City of Livermore the approval of the General Partner change, attached hereto as Exhibit A, and any other documents that may be necessary to document the approval.

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:
151
RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Deborah L. Elam Katherine Mirassou
Acting City Clerk Deputy City Attorney
Exhibit A – City of Livermore Approval for General Partner Change Exhibit B – Agreement to Withdrawal and Transfer Partnership Interest 152

CITY OF LIVERMORE APPROVAL

FOR GENERAL PARTNER CHANGE
First Amended and Restated Loan Agreement for the Use of In-Lieu and Housing Trust Funds ($2,665,000)

RECITALS
On October 23, 2006, the City of Livermore ("City'') and 2891 Carmen L.P., a California Limited Partnership ('"Partnership"), entered into a First Amended and Restated Loan Agreement for the Use of In-Lieu and Housing Trust Funds in the principal amount of $2,665,000 (Instrument No. 2006405749) ("Loan Agreement").

The Loan Agreement requires the City's approval before the Partnership may replace its General Partner.

The Partnership’s General Partner is Satellite AHA Development, Inc., a California nonprofit public benefit corporation, and its Co-General Partner is Abode Housing Development, also a California nonprofit public benefit corporation. The Partnership wants to replace its current General Partner and Co-General Partner with a new General Partner, an affiliate of Abode Housing, ABODEHD 2891 CARMEN LLC, a California limited liability company.

APPROVAL
The City of Livermore hereby approves 2891 Carmen LP.'s replacement of its General Partner with ABODEHD 2891 CARMEN LLC pursuant to the Managing General Partnership and Co-General Partner Agreement to Withdraw and to Transfer Partnership Interest dated June 30, 2024.

Dated: CITY OF LIVERMORE:

By: _____________________________
Marianna Marysheva
City Manager
Docusign Envelope ID: 4DA75EF9-D581-40F3-BF0E-ABF8C2BB6BB7

APPROVED AS TO FORM APPROVED AS TO INSURANCE
153
MANAGING GENERAL PARTNER AND CO-GE�ERAL PARTNER

AGREEMENT TO WITHDRAW AND TO TRANSFER PARTNERSHIP INTEREST This Managing General Pactner and Co-General Partner Agreement to Withdraw and to Transfer Paitnership Interest (this "Agreement") is made as of June 30, 2024, by and amoug Satellite AHA Development, Inc .. a California nonprofit public benefit corporation (''SAHA''), Abode Housing Development (f/k/a Allied Housing, Inc.), a California nonprofit public benefit corporation ("AHD''), Allied 2095 Evans LLC, a Califomi<1 linritcd liability company (''2095 LLC''), AbodelJD 2891 Ca1men LLC, a California limited liabiJity company ("Car·men LLC"}, and 2891 Carmen, L.P .. a California limited partnership (the "Partnership"). SAHA, AllD. 2095 LLC, Carmen LLC and the Partners-hip shall collectivc)y be referred to as the ''Parties" and each individually as a '·Party'' in thjs Agreement.

RECITALS
A. The Part11ership was fom1ed a.s � limited pa11nership w1der the Revised Limited Partnership Act of California pursuant to a Certificate of Limited Partnership dated June 23, 2006.

B. TI1e Partnership is currl!ntly operating pursuant to the First Amended and Restated Agreement of Limited Partnership dated March 28, 2007, as heretofore amended by a Transfer A1:,rreemcnt dated March 28, 2007, a First Amt!ndmcnt dated September 30, 2010; a Second Amendment dated September 20, 2010; a Third Amendment dated May 29. 2012; the rRS Amendmenl dated August 28, 2018; and a Fifth Amendment dated December 31, 2023 (collectively, the "Partnership Agreement"). All capitalized te1ms not defined in this Agreement shall have the meanings ascribed to them in the Partnership Agreement.

C. SAHA is the managing general partner of the PurtneT'$hip, AH D is the co-general partner of the Partnership, and 2095 LLC is the. sole limited partner of the Partnership.

D. The Parties intend tlrnt (i) Canncn LLC will purchase the managing general partner int�rest of SAHA in the Partnership (the "MGP Iutere!\t") and that SAHA wil1 withdraw as a partner in the Partnership, and (i) Carmen LLC will purchase the co-gcncrnl partner int1.,"Tcst of AHD in the Panncrship (the ''CGP Interest") and AHO will withdraw as a partner in the Partncn;hip.

E. 11,e Parties desire to enter into this Agreement to set forth the tcnns of (i) SAHA 's withdrawal f
rom the Partnership and assignment of the MCtP Interest to Cannen LLC, and (ii) AHD's withdrawal from the Partnership and assignment of the CGP Interest to Cannen LLC.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which ar� hcn:by acknowlt:dgcc.l, the Partic:; agree as follows:

1. Withdrawal. The Parties will cause the following (the "Closing") to occur by I3S,U I 31S9S:3.31l

EXHIBIT B
154

EXHIBIT B
155

EXHIBIT B
156

EXHIBIT B
157

EXHIBIT B
158
135.0 I 315�5336
CARMENLLC:

ABODEHD 2891 CARMEN LLC,
a California limited liability company
By: Abode Housing Development,
a California nonprofit public benefit corpordtion,
its sole mcmber/mana •er
By:

Jonatl
Chief Real
b.
n
�
White.,
;:-
Estate
-44��
Officer
PARTNERSHIP:
2891 CARMEN, L.P.,
a California limited partnership
By: Satellite AHA Development, Inc., a California
nonprofit public benefit corponttion, its managing
general partner
[Signature Page 2 C?( 2]
6 EXHIBIT B
159

EXHIBIT B
160

EXHIBIT B
161

EXHIBIT B
162
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date.

I �5.013'.595336
MGP ASSIGNOR:

SATELLITE AHA DEVELOPMENT, INC.,
a California no11profit public benefit corporation
By: ______ -----=::::::====------
Name: Susan Friedland
Title: Chief Executive Officer
CGP ASSIGNOR:

ALLIBD 2095 EV ANS LLC,
a California limited liability company
By: Abode Housing Development, a California nonprofit public benefit
B
corporation,
y·
i.
��
ole memb"er
�
�d �
Jo, athan White,
1ief Real Estate Officer
ASSIGNEE:

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EXHIBIT B
163
CITY COUNCIL STAFF REPORT ITEM NO. 5.8
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Judy Erlandson, Acting Public Works Director
SUBJECT: Resolution authorizing the execution of a second amendment to the Memorandum of Understanding between the City of Livermore, Alameda County, and Livermore Sanitation, Inc. to modify provisions of collection services to meet compliance with Senate Bill 1383 in the County Collection Zone 1 and to determine no further action under CEQA is required.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a second amendment to the Memorandum of Understanding between the City of Livermore, Alameda County, and Livermore Sanitation, Inc. to modify provisions of collection services to meet compliance with Senate Bill 1383 in the County Collection Zone 1 and to determine that no further action under CEQA is required.

SUMMARY
The Memorandum of Understanding (MOU) between the City of Livermore, Alameda County and Livermore Sanitation, Inc. (LSI) defines responsibilities related to the provision of solid waste, recycling, and organics services in areas of Alameda County, and allows LSI to use City of Livermore rate payerfunded assets in exchange for an annual credit to the rates charged by LSI.

In September of 2023, after the assignment of LSI to Waste Connections was approved by Alameda County, the City Council adopted a resolution authorizing the City Manager to execute the first amendment to the Memorandum of Understanding (MOU) between the City of Livermore, Alameda County and Livermore Sanitation, Inc. to recognize the assignment and redefine some County services to comply with Senate Bill (SB) 1383.

The City of Livermore has made the determination that the Second Amendment to the Memorandum of Understanding with Alameda County and Livermore Sanitation, Inc. does not constitute a project under CEQA pursuant to Section 15378(b)(5) of the State CEQA Guidelines which provides that organizational and administrative activities of governments that will not result in physical changes in the environment are not considered projects for CEQA purposes. With this determination, no further action under CEQA 164
is required.

The City of Livermore, Alameda County, and LSI now desire to identify the collection services more specifically within the County Collection Zone No. 1 to meet compliance with SB 1383 and modify the MOU to clarify the provision of such services. Therefore, Staff is recommending that the City Council adopt a resolution authorizing the City Manager to execute the second amendment to the MOU.

DISCUSSION
On July 1, 2010, Livermore Sanitation, Inc. (LSI) began services in the City of Livermore and shortly thereafter began services in nearby unincorporated areas of Alameda County. On November 26, 2012, the City Council approved a Memorandum of Understanding (MOU) between the City of Livermore, Alameda County and LSI to define responsibilities related to the provision of solid waste, recycling, and organics services in areas of Alameda County, and allow LSI to use City of Livermore rate payer-funded assets in exchange for an annual credit to the rates charged by LSI. This MOU is included as Exhibit P in the Third Amended and Restated Agreement (Franchise Agreement) approved by the City Council in April 2020.

In September 2016, Governor Brown signed into law the Short-lived Climate Pollutants Organic Waste Reductions law, known as Senate Bill (SB) 1383, which established aggressive targets to achieve a 50 percent reduction in the statewide disposal of organic waste. In November 2020, CalRecycle finalized the SB 1383 Regulations which established the regulatory requirements for jurisdictions and are contained in Title 14 of the California Code of Regulations. The Franchise Agreement includes programs to comply with SB 1383 regulatory changes and outlines LSI staff responsibilities and funding for required organics monitoring, reporting, and contamination reduction to demonstrate compliance.

In the fall of 2021, Livermore Sanitation, Inc. (LSI) staff notified the City that they planned to sell LSI to another company, Waste Connections, along with their holdings in San Jose and Milpitas, and parts of eastern Alameda County served by LSI. On November 28, 2022, the Livermore City Council approved the assignment of Livermore Sanitation, Inc. to Waste Connections.

On November 22, 2022, the Alameda County Board of Supervisors authorized the Interim Director of the Community Development Agency to negotiate and execute an agreement to assign the obligations of the MOU to Waste Connections.

In September of 2023, the City Council adopted a resolution authorizing the City Manager to execute the First Amendment to the Memorandum of Understanding (MOU) between the City of Livermore, Alameda County and Livermore Sanitation, Inc. to include services to eastern Alameda County to ensure County compliance with SB 1383, adding programs similar to those provided to the Livermore community as stated in Exhibit D1 of the Franchise Agreement.

City of Livermore, Alameda County, and Livermore Sanitation, Inc. now desire to modify provisions of collection services to meet compliance with Senate Bill 1383 in the County Collection Zone 1. The proposed Second Amendment updates the MOU to include additional definitions to clarify terms related to SB 1383 compliance, specifies the implementation plan for SB 1383 compliant services, and detailing the collection services and rates for Mandatory and Optional Service Areas in the County.

The City of Livermore has made the determination that the second amendment to the Memorandum of 165
Understanding with Alameda County and Livermore Sanitation, Inc. does not constitute a project under CEQA pursuant to Section 15378(b)(5) of the State CEQA Guidelines, which provides that organizational and administrative activities of governments that will not result in physical changes in the environment are not considered projects for CEQA purposes. With this determination, no further action under CEQA is required.

Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the attached amendment to the MOU.

FISCAL AND ADMINISTRATIVE IMPACTS
LSI secured City approval to use assets (e.g., trucks) paid for by the ratepayers of Livermore to provide the County collection service in exchange for a credit for the use of assets. The scheduled reimbursement for Rate Year 15 (FY 2024-25) is $85,444. The credit calculation is based on the number of container "lifts" in the commercial sector and the number of accounts in the residential sector in the County area, as it relates to the number of lifts and accounts in the total service area between the City and the County. This calculation is further described by Section 6.4 of Exhibit P to the City's Franchise Agreement.

COMMUNITY PILLAR
3: Environmental Stewardship
GOAL
2: Solid Waste/Recycling

ATTACHMENTS

1. Resolution

2. Exhibit A - Second Amendment
Prepared by: Anna Zamboanga
Recycling Specialist
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
166
RESOLUTION NO.

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A SECOND

AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING BETWEEN

THE CITY OF LIVERMORE, ALAMEDA COUNTY, AND LIVERMORE
SANITATION, INC. TO MODIFY PROVISIONS OF COLLECTION

SERVICES FOR SOLID WASTE AND RECYCLING SERVICES
The City of Livermore (“City”) and Livermore Sanitation, Inc. (“LSI”) are parties to the Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Services dated May 9, 2011 (the “LSI Agreement”) that provided services within the corporate limits of the City.

The LSI Agreement was then amended by the Third Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Services dated April 27, 2020, and which was further amended by a First Amendment and then on November 28, 2022, by a Second Amendment to Third Amended and Restated Franchise Agreement (collectively the “Amended LSI Agreement”).

On November 26, 2012, the City Council approved a Memorandum of Understanding (MOU) to define responsibilities related to the provision of solid waste, recycling, and organics services in areas of Alameda County, and allow LSI to use City of Livermore rate payer-funded assets in exchange for an annual credit to the rates charged by LSI. This MOU is included as Exhibit P in the Amended LSI Agreement approved by the City Council in April 2020.

In the fall of 2021, LSI staff notified the City that they planned to sell LSI to another company, Waste Connections, along with their holdings in San Jose and Milpitas, and parts of eastern Alameda County served by LSI
On Nov 22, 2022, the Alameda County Board of Supervisors authorized the Interim Director of the Community Development Agency to negotiate and execute an agreement to assign the obligations of the MOU to Waste Connections.

On November 28, 2022, the Livermore City Council approved the Assignment of Livermore Sanitation, Inc. to Waste Connections.

On September 11, 2023, the Livermore City Council adopted a resolution authorizing the City Manager to execute the First Amendment to the MOU to include services to eastern Alameda County to ensure County compliance with SB 1383, adding programs similar to those provided to the Livermore community as stated in Exhibit D1 of the Franchise Agreement.

The County has filed a Notice of Determination/Notice of Exemption in compliance with Section 21108 or 21152 of the Public Resources Code so that the County will prepare findings pertaining to that agency that the MOU is exempt from the California Environmental Quality Act 167
RESOLUTION NO.
(CEQA) and on a separate and independent basis, the County determined this project is exempt from CEQA pursuant to Section 15308, Class 8 of the CEQA Guidelines, as it is an action that involves procedures for protecting the environment; therefore, it will not have a significant impact on the environment.

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

1. Authorizes the City Manager to execute the Second Amendment to the Memorandum of Understanding with Alameda County and Livermore Sanitation, Inc., a copy of which is attached as Exhibit A and incorporated by this reference.

The Second Amendment to the Memorandum of Understanding with Alameda County and Livermore Sanitation, Inc. is not subject to the requirements of CEQA as it is not a “project” within the meaning of Section 15378(b)(5) of Title 14 of the California Code of Regulations (“State CEQA Guidelines”) because it has no potential for resulting in direct or indirect physical change in the environment. With this determination, no further action pursuant to CEQA is required. The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City Clerk’s Office. The custodian for these records is the City Clerk.

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

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/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Second Amendment to the Memorandum of Understanding with Alameda County and Livermore Sanitation, Inc.
168

SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN ALAMEDA COUNTY, LIVERMORE SANITATION, INC. AND CITY OF LIVERMORE REGARDING

SOLID WASTE AND RECYCLING SERVICES
THIS SECOND AMENDMENT (“2nd Amendment”), is entered into by and between COUNTY OF ALAMEDA, a political subdivision of the State of California (“County”), LIVERMORE SANITATION, INC., a California corporation (“LSI”), and the CITY OF LIVERMORE, a municipal corporation (the “City”), (each from time to time hereafter referred to individually as a “Party” and collectively as the “Parties”), with respect to that Memorandum Of Understanding Between The City Of Livermore, Alameda County And Livermore Sanitation, Inc. Regarding Solid Waste And Recycling Services dated for reference purposes as of November 6, 2012 (“2012 MOU”), the 1st Amendment, dated for refence purposes September 27, 2023, and collectively with this 2nd Amendment (“the MOU”).

RECITALS
This Amendment is entered into by the Parties based on the following facts, findings, and determinations:

A. Whereas, the City and LSI are parties to the Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Services dated May 9, 2011 (the “LSI Agreement”) that provided services within the corporate limits of the City, which was then amended by the Third Amended and Restated Agreement For Solid Waste, Recyclable Materials, and Compostable Materials Services (Exhibit C) dated April 27, 2020, and which was further amended by a First Amendment and then on November 28, 2022 by a Second Amendment To Third Amended And Restated Franchise Agreement (collectively the “Amended LSI Agreement”); and B. Whereas, on November 6, 2012, the County granted authority to LSI to provide services for the collection of solid waste, recyclable materials, and compostable materials in County Collection Zone No. 1 and thereafter the City, LSI and the County entered into the 2012 MOU (Exhibit A) in which LSI provides services in the County Collection Zone 1 as set forth in the LSI Agreement as modified by the 2012 MOU and 2023 1st Amendment (Exhibit B); and
C. Whereas, the County Collection Zone 1 is being revised; and D. Whereas, the County, LSI and the City desires to more specifically identify the collection services within the County Collection Zone No. 1 to meet compliance with SB 1383 and modify the MOU to clarify the provision of such services.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and obligations set forth in this Amendment, the Parties hereby agree as follows:

1. Additional Definitions.

The following additional definitions shall apply to this MOU. For purposes of this Agreement, unless a different meaning is clearly required, the following terms shall have the following meanings and be capitalized throughout this Agreement:

1.1 Alternative Diversion Method - means an approved Organic Material diversion activity other than weekly Curbside Collection. It can include self-haul or on-site management.

EXHIBIT A
169

1.2 Automatic Roll-out Period - means the delivery of a 3-container collection system to all subscribed CCZ1 accounts in the Mandatory Service Area that lack any of the services required under SB 1383. The Automatic Roll-out period commences September 1, 2024.

1.3 Collection Service - means waste collection service provided by Contractor using from 1 to 3 containers and may include Trash, Recycling and Organics.

1.4 CCZ1 Customers - means those Customers located within County Collection Zone 1, previously referred to as County Customers (Exhibit D).

1.5 County Fee - means the fee paid by Contractor to County for the privilege to hold the exclusive rights granted by this Agreement.

1.6 De Minimis Waiver - is a Jurisdiction granted waiver for a Generator that can demonstrate that they dispose of less than the maximum weekly Organics as defined in the SLCP Regulations.

1.7 Mandatory Service Area - means an area where Three Container Service is required unless the generator is approved for a De Minimis Waiver or Alternate Diversion Method.

1.8 Optional Service Area - means an area in which Service is not mandated, however the Approved Hauler may provide service if requested by a Generator.

1.9 Outreach – means printed and electronic public education.

1.10 Roll-Off Container - means a large, metal container that is delivered and serviced with a special vehicle.

1.11 Solid Waste Collection and Organics Waste Reduction Ordinance - means the County SB 1383 Enforcement Ordinance 2021-48 approved by the County Board of Supervisors.

1.12 Specialty Services – refers to services outside of normal trash, recycling and organics services provided at the curbside, including E-Waste/U-Waste collection, Holiday Tree collection, OnCall Clean-Up Services, Bulky Item collection, and Handy Hauler Service.

1.13 Subscribed Generator - is any resident or business entity in County Collection Zone 1, who has subscribed for collection services from Contractor and has an active waste collection account.

1.14 Three-Container Collection System or Service - means SB 1383 compliant service that includes Trash, Recycling and Organics.

1.15 Trash - means the same as “Garbage” and is the portion of discarded Solid Waste that does not require diversion under SB 1383.

2. Scope of Services

2.1 Amendments to 2012 County/LSI/City MOU
The Memorandum of Understanding Between The City Of Livermore, Alameda County And Livermore Sanitation, Inc. Regarding Solid Waste And Recycling Services dated November 6, 2012 (“2012 MOU”) is amended as follows:

Section 4.2 Collection Services

EXHIBIT A
170
a) Required Services and Standards
This section is amended to clarify that only CNG vehicles will be used for County Collection. b) Single Family Collection Services
Replace i) Densely Populated Area with:

Mandatory Service Area - Contractor shall provide a Three-Container Collection System (Trash, Recycling and Organics) during the Automatic Rollout Period to all Subscribed Generators within the Mandatory Service Area. In situations where the generator is approved for a De Minimis Waiver or Alternate Diversion Method, Organics service will not be required. Contractor agrees to provide weekly Collection Service to generators in the Mandatory Service Area, which is identified on the attached County Service Area Map – 2024 (Exhibit E).

Replace ii) Rural Area with:

Optional Service Area - Contractor may, at their option, provide Trash, Recycling, or Organics Collection Services to generators within the Optional Service Area identified on the attached County Service Area Map – 2024 (Exhibit E), if requested by a generator.

Although not required, Contractor shall use reasonable efforts to provide all Specialty Services in the Optional Service Area. If Contractor declines to provide requested Collection Services to an Optional Service Area generator, then the generator may arrange or contract with another collector/hauler to provide such services and the Exclusive Rights of Contractor shall not apply.

Insert iii) Service Area Changes:

The County, in consultation with LSI, may change the designation of a parcel or parcels within CCZ1 without additional approval by the Board of Supervisors.

Section 5 Other Services
Replace 5.2 Public Education with:
a) General
The County agrees to utilize the outreach and education materials Contractor has prepared for the City, with any modifications necessary to make them specific to the County service area(s). Most commonly, these are bill inserts and information on the Contractor’s website. Residential and Commercial outreach shall include the following topics at least once annually: Organics and Recyclable material separation requirements; organic waste diversion options; impacts of organics disposal; methane reduction benefits of organics diversion; the benefit of source reduction; Recycling, and Composting; proper handling of E-Waste, U-Waste, and Hazardous Waste; Specialty Services offered by the Contractor; compliance with the County Solid Waste Collection and Organics Reduction Ordinance and SB 1383, as applicable. b) Public Education Plan
In advance of each Rate Period, Contractor shall submit an annual Public Education Plan to the County Waste Program Manager outlining its planned public education efforts for CCZ1. The plan shall list each type of public education piece to be prepared, the purpose of the piece, the key

EXHIBIT A
171
subject(s) to be covered, and the anticipated date of issuance. The County Contract Manager shall review and approve the plan within 2 weeks of submission. c) County Outreach Review
LSI shall allow the County a reasonable opportunity to review, comment, request modification to, and approve all public education materials prior to printing and distribution within County Collection Service Zone No. 1, such as, but not be limited to, newsletters, flyers, door hangers, notification tags.

Section 7 Records and Reports
Replace section 7.1 with:
a) Contractor shall maintain all service records required for monitoring generator compliance in CCZ1. These service records include Service address, customer name, account type and service level data for all materials, including regularly serviced debris boxes, for each generator in CCZ1.

Contractor agrees to add Parcel Numbers (APNs) to CCZ1 account data so that APNs will be included in all service record submissions.
b) Contractor shall submit service record and Route Review reports to the County Waste Program bi-annually by email, or by mail, at the following address:

By email: [email protected]
By mail:

Alameda County
224 West Winton Ave, Room 111
Hayward, CA 94544
Attn: Waste Program Manager

2.3 Summary of Services to Alameda County
Contractor shall continue to provide all Collection Services, Outreach, Processing and Route Reviews to County customers as set forth in the Third Amended and Restated Agreement Between the City of Livermore and Livermore Sanitation, Inc. For Solid Waste, Recyclable Materials and Compostable Materials Services, dated April 27, 2020, except as follows:
a) Delete Section 5.5 City Facilities and Events Collection – Not applicable to County Collection Zone 1.
b) Delete Section 5.6 Provision of Service to Schools – Replace with:

If a public or private school in CCZ1 requests Trash, Recycling, or Organics Collection services, Contractor shall provide such services in accordance with the Collection requirements of the Mandatory Service Area. Contractor shall charge the school at Rates that do not exceed the County Customer Rates for Commercial Customers. (Exhibit F).

EXHIBIT A
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c) Delete Section 5.8 Abandoned Solid Waste Collection – Not applicable to County Collection Zone 1.
d) Delete Section 5.9 Community Garage Sale Event - Not applicable to County Collection Zone

1. 3. Contractor Compensation

3.1 General
As established in the original 2012 MOU, the Contractor’s compensation for performance of all its obligations under this agreement shall be Gross Revenue. Contractor’s compensation provided for in this Article shall be the full, entire and complete compensation due to Contractor pursuant to this agreement for all labor, equipment, materials and supplies, processing and disposal fees, fees due to County, Reimbursement due to the City, taxes, insurance, bonds, overhead, operations, profit and all other things necessary to perform all the services required by this agreement in the manner and at the times prescribed. If Contractor’s actual costs, including fees due to County, are more than Gross Revenue, Contractor shall not be compensated for the difference in actual costs and actual Gross Revenue. If Contractor’s actual costs are less than the actual Gross Revenue, Contractor shall retain the difference provided that Contractor has paid County fees pursuant to Section 8 of the 2012 MOU. Under this agreement, Contractor shall have the right and obligation to charge and collect from Customers, rates in Exhibit F for provision of services to Customers.

3.2 County Customer Rates
The initial rates charged by Contractor to County Customers in CCZ1 shall be the same rates as Contractor currently charges its customers in the City for all Collection and Specialty Services, with the exception of County Roll-off service rates, which are calculated independently. (Exhibit F). Such rates charged to County Customers shall be adjusted at the same times and in the same amounts as any adjustments in rates are approved by the City in accordance with Article 8 of the LSI Agreement so that the County rates continue to be the same as the City rates despite the differences in County service levels under this MOU.

3.4 Rate Adjustments
Upon written notice to Contractor and the City that the County wishes to adjust the rates charged to County Customers, Contractor and the County agree to meet and confer to discuss amendments to this MOU setting forth the process for the County’s adjusting rates for County Customers.

4. Billing

4.1 General
Contractor shall bill County Customers in accordance with the procedures specified in the LSI Agreement with the exception that the bad debt procedures do not apply to County Customers.

4.2 Bad Debt Collection

EXHIBIT A
173
Contractor shall be responsible for collection of payment from County Customers. When attempting to collect past-due amounts, Contractor may charge Customers with past-due amounts a late payment assessment equal to ten percent (10%) of the amount of the past due statement as part of the next billing cycle. The amount of the late payment assessment may accumulate with completion of each payment cycle if the amount is still past due. For example, after the completion of the second payment cycle for a delinquent account, the late payment amount shall equal the sum of: (1) amount of the first bill past due multiplied by ten percent (10%), (2) the product of that calculated in item 1 multiplied by ten percent (10%), and (3) the amount of the then-current bill. If payment is not received within 120 days of the billing date, Contractor will report delinquent account information to the County via email so that the County can pursue a property lien process.

4.3 Billing Inserts
Contractor shall include public education billing inserts, specific to County programs and accounts, as part of their quarterly Billing process. The billing inserts should match the content and schedule of the inserts used for City accounts.

5. County Fee and Other Fees

5.1 General
In consideration for the exclusive rights provided to Contractor by the County, and in lieu of the fees payable to the City in accordance with Article 7 of the LSI Agreement, Contractor shall pay to the County ten (10%) of the County Gross Rate Revenues collected by Contractor for services provided in CCZ1 pursuant to this MOU. The County shall use the County Fee to offset expenses including staffing costs related to County waste programs, pilot studies, education and outreach campaigns, technical assistance to Customers, reporting, compliance, enforcement, or other activities involved in compliance with SB 1383.

5.2 County Fee Remittance Dates
On or before the twentieth (20th) day of each month during the term of this MOU, Contractor shall remit to the County the fees due pursuant to Section 8 of the 2012 MOU. If the fees are not paid before the twentieth (20th) day any month, Contractor shall pay in addition to the amount owed to County a late payment penalty in an amount equal to two percent (2%) of the amount owing for that month. Contractor shall pay an additional two percent (2%) penalty owing on any unpaid balance for each following thirty (30) calendar days period the fees remain unpaid. Late payment penalty amounts shall not be reimbursed to Contractor. The late payment penalty amounts are not intended as interest on debt, but rather are intended as a predetermined penalty for failure to meet an obligation under this MOU.

5.3 County Fee Statements
Each monthly remittance to the County shall be accompanied by a statement detailing County Gross Rate Revenues for the period covered from all operations conducted or permitted pursuant to this MOU. This monthly statement shall identify billed revenues and actual County Gross Rate Revenues received listed separately for Single-Family, Multi-Family, Commercial, and Drop Box/Compactor County Customers. In addition, Contractor shall maintain copies of all Billing

EXHIBIT A
174
and collection records for five (5) years, following the expiration or earlier termination of this MOU, for inspection and verification by County at any reasonable time upon request.

5.4 County Fee Increases
Any increase in this County fee shall be reflected on a dollar-for-dollar basis through an increase in Contractor rates hereunder effective as of the date of such increase.

5.5 Reimbursement Due to City
In exchange for the right to use assets financed by City ratepayers and necessary for the implementation of this MOU, including, without limitation, vehicles, Containers, personnel and administrative support, Contractor shall pay the City an annual Reimbursement for each Rate Period that Contractor provides services in County Collection Zone 1 under this MOU, pro-rated for any partial Rate Period of such service; provided, however, that the Reimbursement will be adjusted annually, by mutual agreement of the City and Contractor based upon then current County Customer data. The projected Reimbursement for Rate Year 15 (FY 2025) is $85,443.98.

The Reimbursement will be paid by means of a credit against the rates charged by Contractor in the City under the LSI Agreement for such Rate Period.

6. Miscellaneous

6.1 Consistent Services. Except as expressly modified by this 2nd Amendment, all of the terms and conditions of the 2012 MOU and 1st Amendment are and remain in full force and effect. It is the intent of this 2024 Amendment that LSI provide services to County in accordance and consistent with the Amended LSI Agreement.

6.2 Authority. The City and the County agree that each has taken the appropriate steps necessary to authorize and approve this Amendment. LSI agrees that it has the authority to enter into and perform its obligations under this collective MOU.

6.3 Entire Agreement. This 2nd Amendment, the 2023 First Amendment, and the 2012 MOU, incorporating the Amended LSI Agreement and collectively the MOU, including all recitals, exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, negotiations, representations, promises, memoranda and agreements, oral or written, by or between the Parties. No representations, inducements, promises, or agreements have been made in connection with this MOU by any Party, or anyone acting on behalf of any Party, other than those expressly set forth in this MOU.

6.4 Severability. If any term or provision of this MOU is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this MOU without affecting the validity or enforceability of the remainder of this MOU.

EXHIBIT A
175
IN WITNESS WHEREOF, this SECOND AMENDMENT TO MOU has been approved by the Parties and is effective upon Execution of all Parties.

CITY OF LIVERMORE COUNTY OF ALAMEDA
By:

Name: Marianna Marysheva
Its: City Manager
Date:

By:

Name: Sandra Rivera
Its: CDA Director
Date: _________________________________
APPROVED AS TO FORM:
______________________________________
Livermore Assistant/City Attorney
APPROVED AS TO INSURANCE:
______________________________________
Livermore Risk Manager/Analyst
WASTE CONNECTIONS US, INC.,
LIVERMORE SANITATION, INC.

A California Corporation
By:

Name: Ron J. Mittelstaedt
Its: President and Chief Executive Officer
Date:

Approved as to form by:

Donna R. Ziegler, County Counsel
By:

Caitlyn M. Gulyas
Deputy County Counsel

EXHIBITS
Exhibit A – 2012 County-LSI-City MOU
Exhibit B – 2023 County-LSI-City MOU 1st Amendment
Exhibit C - Third Amended and Restated Agreement Between the City of Livermore and Livermore Sanitation, Inc. For Solid Waste, Recyclable Materials and Compostable Materials Services, dated April 27, 2020
Exhibit D – County Collection Zone 1 Map 2024
Exhibit E – County Service Area Map 2024
Exhibit F - County Customer Rates 2024

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1 {00109404.DOCX.2}

FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF LIVERMORE, ALAMEDA COUNTY AND LIVERMORE SANITATION, INC.

REGARDING SOLID WASTE AND RECYCLING SERVICES

AND CONFIRMATION OF CONSENT TO ASSIGNMENT
THIS FIRST AMENDMENT (“2023 Amendment”), dated for reference purposes as of January 1, 2023, is entered into by and between the CITY OF LIVERMORE, a municipal corporation (the “City”), the COUNTY OF ALAMEDA, a political subdivision of the State of California (“County”), and LIVERMORE SANITATION, INC., a California corporation (“LSI”) and WASTE CONNECTIONS US, INC., a Delaware corporation (“Waste Connections”) (each from time to time hereafter referred to individually as a “Party” and collectively as the “Parties”), with respect to that Memorandum Of Understanding Between The City Of Livermore, Alameda County And Livermore Sanitation, Inc.

Regarding Solid Waste And Recycling Services dated for reference purposes as of November 6, 2012 (“2012 MOU” and collectively with this 2023 Amendment the “MOU”).

RECITALS
This Amendment is entered into by the Parties based on the following facts, findings, and determinations:

A. The City and LSI are parties to the Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Services dated May 9, 2011 (the “LSI Agreement”) that provided services within the corporate limits of the City, which was then amended by the Third Amended and Restated Agreement For Solid Waste, Recyclable Materials, and Compostable Materials Services dated April 27, 2020, and which was further amended by a First Amendment and then on November 28, 2022 by a Second Amendment To Third Amended And Restated Franchise Agreement (collectively the “Amended LSI Agreement”); and
B. On November 6, 2012 the County granted authority to LSI to provide services for the collection of solid waste, recyclable materials, and compostable materials in County Collection Zone No. 1 and thereafter the City, LSI and the County entered into the 2012 MOU in which LSI provided services in the County Collection Zone as set forth in the LSI Agreement as modified by the 2012 MOU; and C. LSI, Waste Connections and other parties have entered a Stock Purchase Agreement, dated as of April 27, 2022 (the “Purchase Agreement”); and
D. On or about December 1, 2022, at a closing (the “Closing”) in accordance with the Purchase Agreement, the current shareholders of LSI sold all the common stock in LSI (the “LSI Shares”) to Waste Connections, which resulted in a change in majority control of LSI from the current owners; and E. The County has reviewed the documents prepared and considered by the City related to the Purchase Agreement including the Staff Report, Waste Connection Letter of Commitment, and the HFH Assignment Review Report on the November 28, 2022 City Council Agenda, agenda item 5.8, in which the City documented the terms and conditions upon which it relied to consent to the sale and assignment of LSI Shares to Waste Connections (the “Assignment”) as set forth in the Purchase Agreement and the Amended LSI Agreement. The County relies on these same representations and documents to consent to the Assignment in accordance with Section 12.2 of the 2012 MOU and notified the Parties of its intent to enter into this 2023 Amendment for documenting that consent; and F. Whereas, California Senate Bill 1383 of 2016, the Short-lived Climate Pollutant Reduction Act of 2016 (“SB 1383”) (which added Sections 39730.5, 39730.6, and 39730.8 to the California Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code), took effect on January 1, 2017,setting Statewide Organic Waste disposal reduction

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targets of 50 percent by 2020 and 75 percent by 2025, and requiring the California Department of Resources Recycling and Recovery (“CalRecycle”) to develop regulations to reduce organics in landfills as a source of methane; and
G. Whereas, in November 2020, CalRecycle finalized the Short-lived Climate Pollutants Organic Waste Reductions Regulations (the “SLCP” or “SB 1383 Regulations”) which establish the regulatory requirementsfor jurisdictions, generators, haulers,solid waste facilities, and other entities, which are contained in Title 14 of the California Code of Regulations; and H. The County desires to have similar collection services within the unincorporated areas surrounding the City to those provided to the City under the Amended LSI Agreement, to meet compliance with SB 1383, and the City desired to assist the County by modifying the 2012 MOU to provide such services.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and obligations set forth in this Amendment, the Parties hereby agree as follows:

1. Assignment.

1.1 Consent. County consents to the Assignment and LSI shall continue to possess all of its rights, titles and interests in the MOU. LSI hereby agrees to keep, perform, fulfill, and be bound by all of the terms, covenants and conditions required to be kept, performed, and/or fulfilled under the MOU.

1.2 Guaranty. Waste Connections shall execute and deliver a guaranty in the form set forth in Exhibit A, subject to any edits as to form as approved by the County Counsel, guarantying Contractor’s performance of the MOU, as it may be amended. Such executed guaranty shall be provided within 10 days of execution of this Amendment.

1.3 Condition to Consent. As material consideration for the County’s consent to the Assignment, the Parties agree to amend the 2012 MOU as set forth in this Amendment, collectively the MOU.

2. Section 2, Term of the 2012 MOU, is amended as follows:

Section 2.1 is renumbered 2.1 (a) and the following is added:

2.1.(b) Amendment Effective Date. The Effective Date of this 2023 Amendment shall be the date that the City, the County and LSI sign this MOU, following approval of the City Council and the Board of Supervisors.

Section 2.2 is deleted in its entirety and replaced with the following:

2.2 Term. The term of this MOU shall be from the MOU Effective Date until the date that is the earlier of: (a) the end of the Term of the Amended LSI Agreement including any extensions; (b) the date that the Amended LSI Agreement is terminated by the City or LSI in accordance with the Amended LSI Agreement; (c) the date this MOU is terminated in accordance with its terms.

3. Section 3, Amendment of LSI Agreement, is amended by adding the following:

The City hereby consents to LSI’s continuing to provide services to County Customers on the terms and conditions as set forth in the 2012 MOU as revised in the Amendment,

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collectively the MOU. The City further agrees to formally incorporate the provisions of the MOU in the Amended LSI Agreement when it is next amended or restated.

4. Section 4, Scope of Services, Subsection 4.2, Collection Services, is deleted in its entirety and replaced with the following:

4.2 Collection Service Required Services and Standards. LSI shall provide Solid Waste, Compostable Materials and Single-Stream Recyclable Materials Collection services to County Customers that subscribe to and pay for LSI’s Collection services in County Collection Service Zone No. 1 in accordance with the Amended LSI Agreement to County Customers. LSI shall provide those services in compliance with SB 1383 and the SB1383 Regulations, and as set forth in Article 5, Collections Services, of the Amended LSI Agreement, with the exception that LSI shall not provide the services under Sections

5.5, City Facilities and Events Collection and 5.6 Provision of Services to Schools.

5. Section 5, Other Services, Subsection 5.2, Public Education, (a), is deleted in its entirety and replaced with the following:

5.2(a) Education and Technical Assistance. LSI shall provide the same services to County and County Customers as it provides to City and City Customers pursuant to Article 5.17, Public Education and Technical Assistance, of the Amended LSI Agreement.

This specifically includes education for compliance with the SB 1383 Regulations.

6. Record Keeping and Reporting Required by SB 1383. LSI shall provide service level account data and other data necessary to assist County in monitoring generator compliance and preparing annual reports relative to compliance with SB 1383.

7. Exhibit C. Section 10, Default and Remedies, Subsection 10.6 Liquidated Damages is amended by deleting Exhibit C, Schedule of Liquidated Damages, and replacing it with the attached Exhibit C, Schedule of Liquidated Damages.

8. Notices. Section 12.3, Notices, is amended by updating the addresses as follows:

If to County: Alameda County Community Development Agency 224 West Winton Ave., Room 111
Hayward, CA 94544
Attn: Community Development Director
With Copy to: Office of the County Counsel
County of Alameda
1221 Oak Street, Suite 450
Oakland, CA 94612

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If to City:

With copy to:

City of Livermore
Public Works Department
1052 S. Livermore Ave.

Livermore, CA 94550
Attn: Judy Erlandson, City of Livermore
City Clerk
1052 S. Livermore Ave.

Livermore, CA 94550
If to LSI:

With Copy to:

If to Waste Connections:

With Copy to:

Livermore Sanitation, Inc.
7000 National Drive
Livermore, CA 94550
Attn: Adam Gooderham, Division Vice President
Waste Connections US, Inc.
3 Waterway Square Place, Suite 110
The Woodlands, TX 77380
Attn: Senior Vice President, Deputy General Counsel
Waste Connections US, Inc.
4359 Town Center Blvd, Suite 215
El Dorado Hills, CA 95762
Attn: Ronald J. Mittelstaedt, President and Chief
Executive Officer
Waste Connections US, Inc.
3 Waterway Square Place, Suite 110
The Woodlands, TX 77380
Attn: Senior Vice President, Deputy General Counsel

9. Miscellaneous

9.1 Consistent Services. Except as expressly modified by this First Amendment, all the terms and conditions of the 2012 MOU are and remain in full force and effect. It is the intent of this 2023 Amendment that LSI provide services to County in accordance and consistent with the Amended LSI Agreement.

9.2 Authority. The City and the County agree that each has taken the appropriate steps necessary to authorize and approve this Amendment. LSI agrees that it has the authority to enter into and perform its obligations under this Amendment and the 2012 MOU.

9.3 Entire Agreement. This 2023 Amendment and the 2012 MOU, collectively the MOU, including all recitals, exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, negotiations, representations, promises, memoranda and agreements, oral or written, by or between the Parties. No representations, inducements, promises, or agreements have been made in connection with this MOU by any Party, or anyone acting on behalf of any Party, other than those expressly set forth in this MOU.

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9.4 Severability. If any term or provision of this MOU is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this MOU without affecting the validity or enforceability of the remainder of this MOU.

IN WITNESS WHEREOF, this FIRST AMENDMENT TO MOU has been approved by the Parties and is effective upon Execution of all Parties.

CITY OF LIVERMORE COUNTY OF ALAMEDA
By:

Name: Marianna Marysheva
Its: City Manager
9/27/2023
Date:

By:

Name: Sandra Rivera
Its: CDA Director
Date:
9/27/2023
APPROVED AS TO FORM:

Livermore Assistant/City Attorney
Livermore Risk Manager/Analyst
APPROVED AS TO FORM:

County of Alameda Office of the County
Counsel
LIVERMORE SANITATION, INC.,
A California Corporation
By:

Name: Ronald J. Mittelstaedt
Its: President and Chief Executive Officer
9/13/2023
Date:

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WASTE CONNECTIONS US, INC.,
A Delaware Corporation
By:

Name: Ronald J. Mittelstaedt
Its: President and Chief Executive Officer
Date:
9/13/2023

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EXHIBIT A
THIS GUARANTY (the "Guaranty") is given as of the day of , 2023, by Waste Connections US, Inc., a Delaware corporation, ("GUARANTOR"), to the County of Alameda("COUNTY").

THIS GUARANTY is made with reference to the following facts and circumstances:

A. Livermore Sanitation, Inc., a California corporation (the "CONTRACTOR") and COUNTY have executed that MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF LIVERMORE, ALAMEDA COUNTY AND LIVERMORE SANITATION, INC. REGARDING SOLID WASTE AND RECYCLING SERVICES for purposes of reference November 6, 2012, and are entering into that FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF LIVERMORE, ALAMEDA COUNTY AND LIVERMORE SANITATION, INC.

REGARDING SOLID WASTE AND RECYCLING SERVICES AND CONFIRMATION OF CONSENT TO ASSIGNMENT (collectively the “Agreement”) which is incorporated herein by this reference.

B. Guarantor has proposed acquiring the common stock of CONTRACTOR as acknowledged that certain First Amendment to the Agreement, which constitutes an assignment under the Agreement.

C. COUNTY is willing to consent to the assignment of the Agreement as set forth in the the Agreement provided that GUARANTOR executes this Guaranty.

D. GUARANTOR is providing this Guaranty to induce COUNTY to approve the assignment of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, GUARANTOR agrees as follows:

1. Guaranty of the Agreement. GUARANTOR hereby irrevocably and unconditionally guarantees to the COUNTY the complete and timely performance, satisfaction and observation by CONTRACTOR of each and every term and condition of the Agreement which CONTRACTOR is required to perform, satisfy or observe. In the event that CONTRACTOR fails to perform, satisfy or observe any of the terms or conditions of the Agreement, GUARANTOR will promptly and fully perform, satisfy or observe them in the place of the CONTRACTOR.

GUARANTOR hereby guarantees prompt payment to COUNTY of each and every sum due from CONTRACTOR to COUNTY under the Agreement, as and when due from time to time, and the prompt performance of every other task and duty required to be performed by the CONTRACTOR under the Agreement.

2. GUARANTOR’s Obligations Are Absolute. The obligations of the GUARANTOR hereunder are direct, immediate, absolute, continuing, unconditional and unlimited and, with respect to any payment obligation of CONTRACTOR under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditioned upon the genuineness, validity, regularity or enforceability of the Agreement.

3. Waivers and Subordination. The GUARANTOR shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under Section 1 hereof for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the CONTRACTOR; (2) any amendment, modification or waiver of any provision of the Agreement or the extension of its Term (as defined in the Agreement); (3) the actual or purported rejection of the Agreement by a trustee in

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bankruptcy, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, extension, release or modification with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of COUNTY’s rights or remedies against CONTRACTOR; or (5) any merger or consolidation of the CONTRACTOR with any other organization, or any sale, lease or transfer of any or all the assets of the CONTRACTOR.

The GUARANTOR hereby waives any and all rights, benefits and defenses under California Civil Code Sections 2809, 2815, 2819, 2845, 2849, 2850, 2899 and 3433 and under or based upon, directly or directly, California Code of Civil Procedure Sections 580a, 580b, 580d and 726, if applicable, and all other rights permitted to be waived by California Civil Code Section 2856(a) including, without limitation, the right to require COUNTY to (a) proceed against CONTRACTOR, (b) proceed against or exhaust any security or collateral COUNTY may hold now or hereafter hold, or (c) pursue any other right or remedy for GUARANTOR’s benefit, and agree that COUNTY may proceed against GUARANTOR for the obligations guaranteed herein without taking any action against CONTRACTOR or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral COUNTY may hold now or hereafter hold. COUNTY may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against CONTRACTOR or any other guarantor or pledgor without impairing COUNTY's rights and remedies in enforcing this Guarantee. The GUARANTOR hereby waives and agrees to waive at any future time at the request of COUNTY, to the extent now or then permitted by applicable law, any and all rights which the GUARANTOR may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the GUARANTOR hereunder: (a) at any time or from time to time, without notice to the GUARANTOR, the time for CONTRACTOR's performance of or compliance with any of its obligations under the Agreement is extended, or such performance or compliance is waived; (b) the Agreement is modified or amended in any respect; (c) any other indemnification with respect to CONTRACTOR's obligations under the Agreement or any security therefor is released or exchanged in whole or in part or otherwise dealt with; (d) any assignment of the Agreement is effected which does not require COUNTY's approval; or (e) any termination or suspension of the Agreement arising by reason of a default by CONTRACTOR.

The GUARANTOR hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of nonpayment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, GUARANTOR’s obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from COUNTY as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by GUARANTOR or CONTRACTOR prior to such avoidance or recovery, or (b) payment in full of any obligations then outstanding.

The GUARANTOR expressly subordinates and waives its rights to subrogation, reimbursement, contribution or indemnity with respect to performance by GUARANTOR of the obligations of CONTRACTOR guaranteed hereby, until such time as COUNTY receives payment or performance in full of all such obligations.

4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed by CONTRACTOR, and GUARANTOR shall remain fully responsible under this Guaranty without regard to the acceptance by COUNTY of any performance bond or other collateral to assure the performance of CONTRACTOR's obligations under the Agreement. GUARANTOR shall not be released of its obligations hereunder so long as there is any claim by COUNTY against

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CONTRACTOR arising out of the Agreement based on CONTRACTOR's failure to perform which has not been settled or discharged.

5. No Waivers by COUNTY. No delay on the part of COUNTY in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on GUARANTOR shall be a waiver of any obligation of GUARANTOR or right of COUNTY to take other or further action without notice or demand. No modification or waiver by COUNTY of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by COUNTY and by GUARANTOR, nor shall any waiver by COUNTY be effective except in the specific instance or matter for which it is given.

6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, GUARANTOR agrees to pay reasonable attorney's fees and all other reasonable costs and expenses incurred by COUNTY in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder.

7. Governing Law; Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws rules for all purposes, including, but not limited to, matters of construction, validity and performance.

As the Agreement is made and performed in Alameda County, GUARANTOR agrees that any action brought by COUNTY to enforce this Guaranty may be brought in Alameda Superior Court or the Northern District of California as applicable. GUARANTOR appoints the following person as its agent for service of process in California:

Corporation Service Company
DBA CSC – Lawyer Incorporating Service
2710 Gateway Oaks Dr., Ste. 150N
Sacramento, California 95833

8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect.

9. Binding on Successors. This Guaranty shall inure to the benefit of COUNTY and its successors and shall be binding upon GUARANTOR and its successors, including a successor entity formed by a merger or consolidation, a transferee of substantially all of its assets, and its shareholders in the event of its dissolution or insolvency.

10. Authority. GUARANTOR represents and warrants that it has the corporate power to give this guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and by-laws, and that the person signing this Guaranty on its behalf has authority to do so.

11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows:

If to County: Alameda County Community Development Agency 224 West Winton Ave., Room 111
Hayward, CA 94544
Attn: Community Development Director

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With Copy to: Office of the County Counsel
County of Alameda
1221 Oak Street, Suite 450
Oakland, CA 94612
To GUARANTOR: Ron Mittelstaedt
President and CEO
Waste Connections, Inc
4359 Town Center Blvd, Suite 215
El Dorado Hills, CA 95762
with a copy to:

Waste Connections US, Inc.
3 Waterway Square Place, Suite 110
The Woodlands, TX 77380
Attention: Senior Vice President, Deputy General Counsel The parties may change the address to which notice is to be sent by giving the other party notice of the change.

IN WITNESS WHEREOF, GUARANTOR has executed this Guaranty on the day and year first above written.

WASTE CONNECTIONS US, INC.,
A Delaware Corporation
By:

Name: Ronald J. Mittelstaedt
Its: President and Chief Executive Officer
9/13/2023
Date:

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EXHIBIT C

SCHEDULE FOR PERFORMANCE ADJUSTMENTS

LIQUIDATED DAMAGES FOR FAILURE TO MEET STANDARDS
LSI may be assessed Liquidated Damages in the event LSI fails to fulfill its obligations with regards to the events listed in this Exhibit in accordance with the terms and conditions of the MOU with regards to the time frame for accomplishing each event and nature of the responsibility associated with the event unless otherwise stated in this Exhibit. Refer to Section 10.6 of the MOU for procedures for assessing Liquidated Damages. References to MOU means the Memorandum of Understanding (2012) as amended by the First Amendment (2023).

Collection Reliability

1. For failure to maintain the collection schedule for a portion of a route or entire route on the scheduled day (unless non-collection was warranted pursuant to this MOU).
$25.00/container

2. For each failure over fifteen (15) annually to collect Solid Waste, which has been properly set out for collection from an established service recipient account on the scheduled collection day.
$150.00

3. For each failure to collect missed collections within 24 hours of receipt of the Complaint.
$300.00

4. For each failure to collect Solid Waste, Recyclable Materials or Compostable Materials which has been properly set out for collection from the same service recipient on two (2) consecutive scheduled pickups.
$150.00

5. For each failure to notify the appropriate authorities of reportable quantities of Hazardous Waste per Section 5.11 of the LSI Agreement. $500.00

6. For each failure over five (5) annually to commence service to a new County Customer within seven (7) calendar days after order received and account number established or failure to deliver a different Container size to a County Customer within seven (7) Business Days of request or failure to deliver kitchen pail, Multi-family Personal Recycling Bins, Commercial Recycling or Compostable Bins for internal use within the timeframe required by Article 5 of the LSI Agreement, as may be applicable per this MOU. $150.00

7. For each failure over five (5) annually to deliver kitchen pails, Multi-family Reusable Recycling Bags for tenants, Commercial Recycling or Compostable Bins for internal use within the timeframe required by Article 5, as may be applicable per this MOU.
$150.00
Collection Quality

8. For each occurrence over five (5) annually of unreasonable leaking or Unacceptable Spillage of Solid Waste, Recyclable Materials, or Compostable Materials, and failure to pick up or clean up such material immediately. $300.00

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9. For each occurrence over twelve (12) annually of failure to replace containers in original position, upright, with lids attached to or on Carts or Bins. $150.00

10. For each failure over twenty-four (24) annually of not closing gate, crossing planted areas, or other damage to private property.
$300.00

11. For each occurrence over five (5) annually of collecting Solid Waste, Recyclable Materials, and Compostable Materials during unauthorized hours. $300.00

12. For each occurrence over twelve (12) of excessive noise. $300.00

13. For each failure over twelve (12) annually of not tagging containers which are left.
$150.00

14. For each occurrence over five (5) annually of damage to property that is not repaired in 30 days.
$250.00

15. For each occurrence of mixing Recyclable Materials, Solid Waste, and Compostable Materials during Collection.
$150.00

16. Failure to deliver materials to Approved Disposal Site, Approved Recyclables Processing Site, or Approved Composting Site (depending on the type of material).
$150.00/ton
Customer Responsiveness

17. For each occurrence of unreasonably discourteous behavior. $500.00

18. For each failure to respond to and initiate a remedy to a complaint from a County Customer within eight (8) working hours after notification by the County.
$300.00

19. For each failure to answer the telephone or answering machine from a County Customer during the hours specified in Section 6.9.4 of the LSI Agreement. $300.00

20. For each failure to respond to service requests/calls from a County Customer within 24 hours as specified in Section 6.9.4 of the LSI Agreement. $300.00

21. For each failure to return calls from County Customers received during nonbusiness hours no later than 5:00 p.m. of the following Business Day.$300.00

22. For each occurrence over five (5) annually for complaints from County Customers regarding waiting on hold for more than two (2) minutes as specified in Section 6.9 of the LSI Agreement.
$150.00
Reporting and Performance Adjustments*

23. For each day that a Monthly Report to the County is late. $100.00/day

24. For each day that a Quarterly Report to the County is late. $200.00/day

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25. For each day a Semi-Annual Report to the County is late. $300.00/day

26. For each day an Annual Report to the County is late. $300.00/day * Any Report shall be considered late until such time as a correct and complete Report is received by County. For each calendar day a Report is late, the daily Performance Adjustment shall be as indicated in the Reporting and Performance Adjustment section above.

Public Education

27. Failure to prepare and distribute the service information brochure to County Customers as required by Section 5.2 of the MOU.
$150.00/day

28. Failure to provide annual notification to County Multi-Family and Commercial Customers as required by Section 5.2 of the MOU. $300.00/day

29. Failure to provide the County a reasonable opportunity to review and comment on public education materials, as required by Section 5.2(c) of the MOU.
$150.00/day

30. For failure to employ personnel for County education as specified in Section

5.17 of the Amended LSI Agreement.
$150.00/day

31. Failure to meet with County contact in accordance with the MOU and Amended LSI Agreement.
$150.00/day

32. Failure to send initial mailing to residents. $300.00/day

33. Failure to prepare and distribute “how-to” brochure/calendar to residents. $150.00/day

34. Failure to prepare and distribute to residents door hanger, flyer, or mailer regarding specific collection day, holiday, Christmas tree, and cleanup event schedules.
$150.00/day

35. Failure to conduct community presentations targeted at residents. $150.00/day

36. Failure to prepare and mail quarterly newsletter to all residents. $150.00/day

37. Failure to send initial mailing to businesses. $300.00/day

38. Failure to prepare and distribute “how-to” brochures for each of the five business types.
$150.00/day

39. Failure to conduct training meetings for businesses. $150.00/day

40. Failure to meet with business associations. $150.00/day

41. Failure to conduct commercial waste audits. $150.00/audit

42. Failure to conduct multi-family waste audits. $150.00/audit

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43. Failure to provide comprehensive report of findings and suggestions to each company for which an audit was performed.
$150.00/day
44 Failure to perform other public education and outreach efforts required by the MOU including Exhibits C and C-1 of the Amended LSI Agreement. $150.00/day
45 Failure to prepare and annually update a recycling resource guide. $150.00/day 47 Failure to maintain accurate and complete information on LSI’s dedicated webpage for the County.
$150.00/day
Miscellaneous

48. Failure to perform any of the obligations set forth in this MOU not specifically stated above and not corrected, or proceeding in good faith to correct, within twenty-four (24) hours upon twenty-four (24) hour notification by County. $150.00/day
In placing Designee’s initials at the places provided, LSI and the County each specifically confirm the accuracy of the statements made above and the fact that both LSI and the County have had ample opportunity to consult with legal counsel and obtain an explanation of the Liquidated Damage provisions at the time that the 2023 Amendment was made.

LSI/WC County
Initial here: Initial here:

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Livermore
Dublin
Pleasanton
Hayward
Fremont
Union City ¯ 0 1 2 4
Miles
Legend
This map is representational only. Data are not survey precise.

Exhibit D – County Collection Service Zone 1 Map
June 2024
Highways
County Collection Service Zone 1
Incorporated Cities
Other unincorporated areas
§¨¦
580
§¨¦
680
§¨¦
880
!(
84 EXHIBIT A
395
RRX

MINES RD

PATTERSON PASS RD

ALTAMONT PASS RD

KELSO RD

VALLECITOS RD DOOLAN RD DEL

VALLE RD

TESLA RD

N VASCO

RD N LIVE

RMORE AV

CRANE RIDGE RD
DYE
R R
D

VASCO RD

CROSS RD

CHRISTENSEN RD
MIDWAY
RD

FLYNN RD S
C
OL
L
IER CA
N
YON
R

D GREENVILLE R
D

MANNING RD
UP RR

MENDENHALL RD

GRANT LINE RD DA
GNINO
R
D

LUPIN WY

REUSS RD BRUNS RD

FLYNN RD N

MARINA AV

LINDEMANN RD
B

UENA VIS
TA AV

CALAVERAS
RD

GOECKEN RRX RD

MINE TESLA RD S RD
RRX
¯
0 2 4 1
Miles
This map is representational only.

Data are not survey precise.

Exhibit E – LSI Unincorporated Service Areas Map
June 2024
§¨¦580
!(84
§¨¦680
Legend
Mandatory Service Area
Optional Service Area
Required Self-Haul Certification Area
Other Unincorporated Areas
Incorporated Cities

ARROYO RD

INDIAN CREEK RD

EXHIBIT A
396
Curbside
Monthly
Rate
Backyard or
Sideyard
Monthly Rate
20-gallon Solid Waste Cart* $33.97 $41.81
32-gallon Solid Waste Cart* $44.60 $63.00
64-gallon Solid Waste Cart* $66.26 $103.73
96-gallon Solid Waste Cart* $103.47 $162.51
$0.00 $0.00
Additional Carts (Rate per Additional Cart per Month) $0.00 $0.00 Extra 32-gallon Solid Waste Cart $39.70 $58.72
Extra 64-gallon Solid Waste Cart $72.82 $109.67
Extra 96-gallon Solid Waste Cart $106.75 $161.78
Extra Compostable Materials Cart* $11.24 $11.24
Extra Recyclable Materials Cart* $11.24 $11.24
* Monthly rate also includes one 96-gallon Cart for Compostables and one 96-gallon Cart for Recyclables. Customers can request smaller cart sizes for Recyclables or Compostables; however, the monthly rate shall be the same as listed above.

Income-Based Program Monthly Collection Service (including Recyclables and Compostables) Curbside
Monthly
Rate
20-gallon Solid Waste Cart** $33.97
32-gallon Solid Waste Cart** $33.97
64-gallon Solid Waste Cart** $33.97
** Must qualify and Participate in the Pacific Gas and Electric Company's California Alternate Rates for Energy (CARE) Program ** If CARE Program discontinued Income-Based Program may be discontinued ** Only customers with individual Single Family accounts are eligible **Verification required every year to participate
Material
Type Examples
Rate Per
Pickup
E-Waste Cell Phones, CPUs, Monitors, Copiers, Fax
Machines, Laptops, Mouse, Keyboards,
Printers, Televisions, Radios, Stereos,
Speakers, Telephones, VCRs, DVDs, and
Camcorders
$29.17
Major
Appliances
Air Conditioners, Refrigerators, Freezers
any items containing oil, fuel or Freon
$145.87
Bulky Items All other large items Bathtubs, furniture,
bicycles used exercise equipment beds,
box springs, tires etc.
$72.94
Container Size
Container Size
Rates for Bulky Items and E-Waste On-Call Pick-Up Service (Applicable for Single Family, Multi-Family, Commercial, and Government Customers)

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN

RATES FOR SINGLE FAMILY CART SERVICE CUSTOMERS
Basic Monthly Collection Service (including Recyclables and Compostables) Exhibit F, Alameda County Customer Rates
Single Family - 2024 Page F-1

EXHIBIT A
397
Service
Rate per
Occurrence
$187.39
$36.75
$134.90
Cart
Replacement $97.95
Trip Charge
$16.97
Cart Delivery
/ Pick-Up $16.97
Organic
Overage Company supplied Kraft bag paid for in advance $11.68 Organic
Overage Customer supplied Kraft Bag $7.29
Charge if customer requires cart replacement in excess of one replacement per year at no cost for each instance of container replacement related to service level changes due to delinquent payment, damage or theft.

If driver must return due to Resident error, such as failure to place Cart Curbside before Collection time, overfilled Cart, incorrect Cart placement, contaminated materials
Cart delivery/pick-up (charge if Customer requests a change in Cart size more than once per year) Description of Service
Handy Hauler
Service (4
Cubic Yard
Bin; Temporary Use)
Per placement and removal of 4 cubic yard bin provided for occasional use Rate for rental of 4 cubic yard bin in excess of 7 days Per pull and return of 4 cubic yard bin (pull and return involves the collection of solid waste at the premises and leaving the empty handy hauler on the premises)

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)
Rates for Miscellaneous Service for Single Family Cart and Multi Family Cart Customers Exhibit F, Alameda County Customer Rates
Single Family - 2024 Page F-2

EXHIBIT A
398
1 2 3 4 5 6
32-gallon Cart $44.60 $91.60 $139.46 $189.05 $240.40 $293.48 64-gallon Cart $66.26 $136.63 $208.30 $282.56 $359.46 $438.95 96-gallon Cart $103.48 $214.05 $326.65 $443.37 $564.19 $689.08 Recyclables Collection Rates for More Frequent Service (Cost per Month)** 1 2 3 4 5 6
32-gallon Cart $0.00 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $0.00 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $0.00 $171.24 $261.32 $354.69 $451.35 $551.27 Compostables Collection Rates for More Frequent Service (Cost per Month)*** 1 2 3 4 5 6
32-gallon Cart $0.00 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $0.00 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $0.00 $171.24 $261.32 $354.69 $451.35 $551.27 Recyclables Collection Rates for Additional Carts (Cost per Month)** 1 2 3 4 5 6
32-gallon Cart $11.24 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $11.24 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $11.24 $171.24 $261.32 $354.69 $451.35 $551.27 Container Size
Pick-Ups per Week
** Multi-Family Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted. *** Multi-Family Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week
* Multi-Family Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week
** Multi-Family Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)

RATES FOR MULTI FAMILY CART SERVICE CUSTOMERS
Solid Waste Collection Rates (Cost per month)*
Exhibit F, Alameda County Customer Rates
Multi Family - 2024 Page F-3

EXHIBIT A
399
Compostables Collection Rates for Additional Carts (Cost per Month)*** 1 2 3 4 5 6
32-gallon Cart $11.24 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $11.24 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $11.24 $171.24 $261.32 $354.69 $451.35 $551.27 Additional On-Call Pick-Up Service for Solid Waste, Recyclables or Compostables Cart (Cost per Pick-Up) 32 to 35-gal 64-gal 96-gal
Pick-Up On Regularly Scheduled Day $12.99 $27.41 $44.46 Pick-Up Other than Regularly Scheduled Day $12.99 $27.41 $44.46 Rates for Bulky Items and E-Waste On-Call Pick-Up Service Rates for bulky items and e-waste on-call pick-up service for Multi Family customers are provided on Page H-1 of this Exhibit.

Rates for Miscellaneous Service
Additional rates for miscellaneous service for Multi Family cart customers are provided on Page H-1 of this Exhibit.

Container Size
Container Size
Pick-Ups per Week
*** Multi-Family Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)
Exhibit F, Alameda County Customer Rates
Multi Family - 2024 Page F-4

EXHIBIT A
400
1 2 3 4 5 6
32-gallon Cart $44.60 $91.60 $139.46 $189.05 $240.40 $293.48 64-gallon Cart $66.26 $136.63 $208.30 $282.56 $359.46 $438.95 96-gallon Cart $103.48 $214.05 $326.65 $443.37 $564.19 $689.08 Recyclables Collection Rates for More Frequent Service (Cost per Month)** 1 2 3 4 5 6
32-gallon Cart $0.00 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $0.00 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $0.00 $171.24 $261.32 $354.69 $451.35 $551.27 Compostables Collection Rates for More Frequent Service (Cost per Month)*** 1 2 3 4 5 6
32-gallon Cart $0.00 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $0.00 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $0.00 $171.24 $261.32 $354.69 $451.35 $551.27 Recyclables Collection Rates for Additional Carts (Cost per Month)** 1 2 3 4 5 6
32-gallon Cart $35.69 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $53.01 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $82.78 $171.24 $261.32 $354.69 $451.35 $551.27 Container Size
Pick-Ups per Week
*** Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week
** Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted. ** Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week
* Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Pick-Ups per Week

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)

RATES FOR COMMERCIAL CART CUSTOMERS
Solid Waste Collection Rates (Cost per month)*
Exhibit F, Alameda County Customer Rates
Commercial - 2024 Page F-5

EXHIBIT A
401
1 2 3 4 5 6
32-gallon Cart $35.69 $73.28 $111.57 $151.24 $192.33 $234.78 64-gallon Cart $53.01 $109.30 $166.64 $226.05 $287.57 $351.16 96-gallon Cart $82.78 $171.24 $261.32 $354.69 $451.35 $551.27 Additional On-Call Pick-Up Service for Solid Waste, Recyclables or Compostables Cart (Cost per Pick-Up) 32 to 35-gal 64-gal 96-gal
Pick-Up On Regularly Scheduled Day $12.99 $27.41 $44.46 Pick-Up Other than Regularly Scheduled Day $12.99 $27.41 $44.46 Rates for Bulky Items and E-Waste On-Call Pick-Up Service Rates for bulky items and e-waste on-call pick-up service for commercial customers are provided on Page H-1 of this Exhibit.

RATES FOR COMMERCIAL AND RESIDENTIAL BIN CUSTOMERS
Solid Waste Rates (Cost per Month per Bin)****
1 2 3 4 5 6 1 2 3 4 5 6
1 cubic yard $130.71 $266.64 $407.79 $554.19 $705.81 $880.92 $261.43 $533.29 $815.60 $1,108.38 $1,411.63 $1,761.82 2 cubic yard $261.40 $533.28 $832.86 $1,131.84 $1,441.50 $1,798.59 $522.82 $1,066.55 $1,665.72 $2,263.70 $2,882.99 $3,597.18 3 cubic yard $392.12 $816.84 $1,249.30 $1,733.18 $2,207.35 $2,697.87 $784.24 $1,633.71 $2,498.61 $3,466.36 $4,414.70 $5,395.74 4 cubic yard $522.83 $1,089.14 $1,700.49 $2,310.90 $2,943.13 $3,670.67 $1,045.65 $2,178.26 $3,400.95 $4,621.81 $5,886.27 $7,341.32 5 cubic yard $667.36 $1,389.81 $2,125.61 $2,947.64 $3,754.08 $4,680.19 $1,334.71 $2,779.62 $4,251.20 $5,895.30 $7,508.17 $9,360.40 6 cubic yard $800.83 $1,667.78 $2,550.71 $3,537.18 $4,504.90 $5,616.23 $1,601.68 $3,335.55 $5,101.43 $7,074.37 $9,009.78 $11,232.46 7 cubic yard $934.30 $1,945.75 $3,036.64 $4,126.71 $5,360.96 $6,680.08 $1,868.61 $3,891.48 $6,073.28 $8,253.43 $10,721.91 $13,360.16 Recyclables Rates (Cost per Month per Bin)
1 2 3 4 5 6 1 2 3 4 5 6
1 cubic yard $104.56 $213.31 $326.24 $443.36 $564.65 $704.73 $209.14 $426.63 $652.48 $886.70 $1,129.30 $1,409.46 2 cubic yard $209.12 $426.62 $666.29 $905.48 $1,153.20 $1,438.87 $418.26 $853.23 $1,332.58 $1,810.96 $2,306.39 $2,877.74 3 cubic yard $313.69 $653.47 $999.44 $1,386.54 $1,765.88 $2,158.30 $627.39 $1,306.97 $1,998.89 $2,773.09 $3,531.77 $4,316.59 4 cubic yard $418.26 $871.31 $1,360.39 $1,848.72 $2,354.51 $2,936.53 $836.52 $1,742.61 $2,720.76 $3,697.45 $4,709.01 $5,873.06 5 cubic yard $533.89 $1,111.84 $1,700.49 $2,358.12 $3,003.27 $3,744.15 $1,067.77 $2,223.70 $3,400.96 $4,716.24 $6,006.53 $7,488.31 6 cubic yard $640.67 $1,334.22 $2,040.57 $2,829.75 $3,603.92 $4,492.98 $1,281.34 $2,668.44 $4,081.14 $5,659.49 $7,207.82 $8,985.98 Bin Size
Pick-Ups per Week Pick-Ups per Week
**** Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Loose Materials Compacted Materials
Bin Size
Pick-Ups per Week Pick-Ups per Week
Compacted Materials
Container Size
Pick-Ups per Week
*** Commercial Solid Waste collection rates include weekly service of 96-gallons of Organics and 96-gallons of Recyclables. Additional Organics and Recyclables carts, larger bins, and up to six days of collection are available at the established rates. A subscription to an adequate level of Solid Waste service is required. Customers may request less than 96-gallons of Organics or Recyclables collection but the monthly Solid Waste rate will not be discounted.

Container Size
Loose Materials

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)
Compostables Collection Rates for Additional Carts (Cost per Month)*** Exhibit F, Alameda County Customer Rates
Commercial - 2024 Page F-6

EXHIBIT A
402
7 cubic yard $747.45 $1,556.60 $2,429.32 $3,301.37 $4,288.76 $5,344.06 $1,494.89 $3,113.19 $4,858.62 $6,602.75 $8,577.53 $10,688.13 Compostables (Cost per Month per Bin)
1 2 3 4 5 6 1 2 3 4 5 6
1 cubic yard $104.56 $213.31 $326.24 $443.36 $564.65 $704.73 $209.14 $426.63 $652.48 $886.70 $1,129.30 $1,409.46 2 cubic yard $209.12 $426.62 $666.29 $905.48 $1,153.20 $1,438.87 $418.26 $853.23 $1,332.58 $1,810.96 $2,306.39 $2,877.74 3 cubic yard $313.69 $653.47 $999.44 $1,386.54 $1,765.88 $2,158.30 $627.39 $1,306.97 $1,998.89 $2,773.09 $3,531.77 $4,316.59 4 cubic yard $418.26 $871.31 $1,360.39 $1,848.72 $2,354.51 $2,936.53 $836.52 $1,742.61 $2,720.76 $3,697.45 $4,709.01 $5,873.06 5 cubic yard $533.89 $1,111.84 $1,700.49 $2,358.12 $3,003.27 $3,744.15 $1,067.77 $2,223.70 $3,400.96 $4,716.24 $6,006.53 $7,488.31 6 cubic yard $640.67 $1,334.22 $2,040.57 $2,829.75 $3,603.92 $4,492.98 $1,281.34 $2,668.44 $4,081.14 $5,659.49 $7,207.82 $8,985.98 Additional On-Call Pick-Up for Solid Waste, Recyclables or Compostables Bin (Cost per Pick-Up) 1 cu yd 2 cu yd 3 cu yd 4 cu yd 5 cu yd 6 cu yd 1 cu yd 2 cu yd 3 cu yd 4 cu yd 5 cu yd 6 cu yd Pick-Up On Regularly
Scheduled Day $33.41 $66.79 $100.22 $133.57 $200.37 $233.76 $66.81 $133.59 $200.43 $267.14 $400.73 $467.51 Pick-Up Other than
Regularly Scheduled
Day
$59.35 $91.21 $123.36 $155.17 $213.33 $251.01 $118.69 $182.41 $246.72 $310.33 $426.65 $502.02 Rates for Bulky Items and E-Waste On-Call Pick-Up Service Rates for bulky items and e-waste on-call pick-up service for Commercial bin customers are provided on Page H-1of this Exhibit.

Contaminated Recyclables or Compostables Cart (Cost per Pick-Up) 32 to 35-gal 64-gal 96-gal
Pick-Up On Regularly Scheduled Day $25.98 $54.83 $88.92 Pick-Up Other than Regularly Scheduled Day $25.98 $54.83 $88.92 Contaminated Recyclables or Compostables Bin (Cost per Pick-Up) 1 cu yd 2 cu yd 3 cu yd 4 cu yd 5 cu yd 6 cu yd 1 cu yd 2 cu yd 3 cu yd 4 cu yd 5 cu yd 6 cu yd Pick-Up On Regularly
Scheduled Day $66.81 $133.59 $200.43 $267.14 $400.73 $467.51 $133.62 $267.18 $400.87 $534.29 $801.46 $935.04 Pick-Up Other than
Regularly Scheduled
Day
$118.69 $182.41 $246.72 $310.33 $426.65 $502.02 $237.38 $364.82 $493.43 $620.67 $853.31 $1,004.04 Loose Materials Compacted Materials
Container Size Container Size
Container Size
Loose Materials Compacted Materials
Container Size Container Size
Bin Size
Pick-Ups per Week Pick-Ups per Week
Loose Materials Compacted Materials

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)
Exhibit F, Alameda County Customer Rates
Commercial - 2024 Page F-7

EXHIBIT A
403
Rate per
Occurrence
$187.39
$36.75
$134.90
$97.95
$16.97
$16.97
$25.47
$96.66
$33.87
$171.88
$97.95
Steam Cleaning Bin Charge per visit
Steam Cleaning Cart Charge per visit
Overage Charge Per cubic yard rate
Standby Charge Charge for waiting for access to Cart/Bin or for Cart/Bin to be loaded Lost Lock Fee for replacing lost lock
Cart Replacement Charge if customer requires cart replacement in excess of one replacement per year at no cost for each instance of container replacement related to service level changes due to delinquent payment, damage or theft.

Trip Charge (for Bin) If driver must return due to Customer error, such as failure to make Bin accessible before Collection time, overfilled Bin, incorrect Bin placement, contaminated materials) Trip Charge (for Carts) If driver must return due to customer error, such as failure to make Cart accessible before collection time, overfilled Cart, incorrect Cart placement, contaminated materials) Handy Hauler Service (4 Cubic Yard
Bin; Temporary Use)
Per placement and removal of 4 cubic yard bin provided for occasional use Rate for rental of 4 cubic yard bin in excess of 7 days Per pull and return of 4 cubic yard bin (pull and return involves the collection of solid waste at the premises and leaving the empty handy hauler on the premises)
Rates for Miscellaneous Services for Commercial and Residential Bin and Commercial Cart Customers Service Description of Service
Exhibit F, Alameda County Customer Rates
Commercial - 2024 Page F-8

EXHIBIT F

ALAMEDA COUNTY CUSTOMER RATES FOR RATE PERIOD FIFTEEN
(Effective July 1, 2024 - June 30, 2025)

EXHIBIT A
404
CITY COUNCIL STAFF REPORT ITEM NO. 5.9
DATE: July 22, 2024
TO: Honorable Mayor and City Council
FROM: Judy Erlandson, Acting Public Works Director
SUBJECT: Resolution authorizing the execution of agreements with GSW Construction, Inc. and Platinum Pipeline, Inc. for on-call construction services for City water, sewer, and storm drain systems for a three-year term in an amount not-to-exceed $2,400,000.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute agreements with Platinum Pipeline, Inc. and GSW Construction, Inc. for on-call construction services for City water, sewer, and storm drain systems for a three-year term in an amount not-to-exceed $2,400,000.

SUMMARY
City staff requires contracted services to provide on-call and urgent repairs to City water, sewer, and storm drain systems that are too extensive for City staff to complete. To ensure the best chance of repair work being handled in a timely manner, staff recommends awarding an on-call contract to two vendors rather than just one.

DISCUSSION
From time to time, City staff require the services of a contractor to provide planned and urgent repairs to the City's water, sewer, and storm drain systems. City staff routinely use these services where City staff cannot be tied up for long periods of time or where staff require additional support to complete larger repair jobs.

City staff initiated a competitive bid process on April 8, 2024 to select service providers for on-call construction services. Eight sealed bids were submitted on April 29, 2024. One of the bids was disqualified for incompleteness. The ordered ranking is as follows:

1. Platinum Pipeline, Inc.

2. GSW Construction, Inc.

3. DPI, Inc.
405

4. GradeTech

5. West Valley Construction

6. Kerex

7. McGuire and Hester
Platinum Pipeline, Inc., and GSW Construction, Inc. were the first and second ranked best value bids.

Staff recommends accepting the top two ranked bids and initiate new agreements for a three-year term beginning July 22, 2024 through June 30, 2027, with a combined not-to exceed amount of $2,400,000 over the three-year period.

FISCAL AND ADMINISTRATIVE IMPACTS
$800,000 for the first year of each agreement has been included in the FY 2024-25 operating budget, which will be split between the Wastewater Fund (620) and the Water Fund (640). The next two-year budget planning cycle will include funding for subsequent years. Staff does not anticipate any administrative impacts or impact on other City Funds due to the approval of these agreements.

COMMUNITY PILLAR
1: A Safe Community That Thrives
GOAL
11: Operate and maintain municipal water systems that provide safe, efficient delivery of potable and recycled water, collect and treat wastewater, and comply with all federal, state, and local regulations.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement - GSW

3. Exhibit B - Agreement - Platinum Pipeline
Prepared by: Laura Mayate-DeAndreis
Management Analyst II
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
406
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AGREEMENTS
WITH GSW CONSTRUCTION, INC. AND PLATINUM PIPELINE, INC.

FOR ON-CALL CONSTRUCTION SERVICES FOR WATER, SEWER,
AND STORM DRAIN SYSTEMS IN A COMBINED AMOUNT NOT-TOEXCEED $2,400,000 FOR THREE-YEAR TERMS The City of Livermore (“City”) requires services to provide on-call services for repair or replacement of potable water, recycled water, wastewater, and storm water facilities.

In April 2024, the City completed a competitive bidding process and selected Platinum Pipeline, Inc., and GSW Construction, Inc. as the best value bidders to provide on-call construction services for the City of Livermore Water Resources Division.

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

1. Authorizes the City Manager to execute two General Services agreements, attached hereto as Exhibit A (Platinum Pipeline, Inc.) and Exhibit B (GSW Construction, Inc.) for three-year terms, in a combined amount not-to-exceed $2,400,000 to provide on-call services for the repair or replacement of potable water, recycled water, wastewater, and stormwater facilities.

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/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Agreement GSW Construction, Inc.

Exhibit B – Agreement Platinum Pipeline, Inc.
407

AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered into this day of ,
2024, by and between the City of Livermore (“City”), a municipal corporation, and GSW Construction, Inc. (“Contractor”), a California corporation.

RECITALS
City requires on-call services for the repair and/or replacement of potable water, recycled water, wastewater, and storm water facilities.

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

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

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

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

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

3. Description of Services. Contractor shall provide services to repair and/or replace potable water. recycled water, wastewater, and stormwater facilities on an on-call basis as more particularly set forth in Exhibit "A" (collectively “the Services”).

4. Contractor’s Responsibilities. Contractor shall:
(a) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;
(b) Provide the resources necessary to complete the Services in a timely manner;
(c) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
(d) Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Contractor to practice its profession and to provide the Services;
DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
408
(e) Comply with all laws in effect that are related to Contractor and the Services; (f) Coordinate the Services with Michael Wells, Public Works Supervisor or David Lennier, Water Distribution Operations Manager (“Project Manager”), or such other person designated as the Project Manager by City;
(g) Be available to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services; (h) Only invoice City for the Services rendered. Contractor’s invoice shall be in writing and describe the Services performed for the payment requested. Contractor shall not submit an invoice to City more frequently than once a calendar month; (i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Contractor and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

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

Should Contractor fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor;
(l) If applicable, Contractor shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Contractor shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and,
(m) Contractor’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as applicable regulations and guidelines issued pursuant to the ADA.

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
409

5. Compensation and Payment.
(a) The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $2,400,000.00 ("not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Contractor’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Contractor, its agents, and employees to provide the Services.
(b) City shall pay Contractor no later than 30 days after City receives a written invoice from Contractor and verifies the Services were performed for the payment requested.

6. Term. The term of this Agreement commences on July 8, 2024, and terminates upon the completion of the Services or June 30, 2027, whichever occurs first.

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

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

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

10. Confidentiality. Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
410

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

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

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

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

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

15. Conflict of Interest. Contractor represents that no City employee or official has a financial interest in Contractor. Contractor shall not offer, encourage, or accept any financial interest in any part of Contractor's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
411
party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

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

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

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

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

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

TO CITY: Attention: Water Resources Division Manager
City of Livermore
101 W. Jack London Blvd.

Livermore, California 94551
DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
412
TO CONTRACTOR: Attention: Cody Gunning
GSW Construction, Inc.
101 Embarcadero
San Francisco, CA 94105

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

27. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Attachment List on the Next Page
DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
413
In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

CONTRACTOR: Dated:
____________________________ ___________________________ By: Jeffrey Ward
Title: President
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Deputy/Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE 6/24/2024 | 2:51 PM PDT

EXHIBIT A
414

EXHIBIT A

SCOPE OF WORK
1 SCOPE

1. Work
a) Contractor must provide all labor, materials, equipment and services necessary to perform and timely complete the following services in an economical and efficient manner in the best interests of City:
i. On-call repairs and/or replacement of potable water, recycled water, wastewater, and stormwater conveyance, treatment and distribution infrastructure. The work shall also include any asphalt or concrete repairs related to the above.
ii. The work shall include traffic control, material procurement, material handling, material disposal, and any repairs or replacement of asphalt, concrete, traffic signage, and/or traffic striping made necessary by the items above.

2. Safety
a) Contractor shall follow all applicable safety rules and regulations. b) Contractor shall provide all necessary safety equipment. c) City staff may be present during and monitor all aspects of the work. d) City reserves the right to halt work at any time for noncompliance with this agreement, or unsafe work conditions or practices. e) Contractor shall keep worksites reasonably clear of debris and protect the safety of the public and City employees at all times. Contractor shall promptly remove all materials and spoils from each job site upon completion of the work.
f) Contractor shall notify Underground Service Alert prior to any machine digging and comply with all applicable laws and regulations. g) Contractor shall protect all existing utilities and restore any existing utilities damaged.
h) Contractor shall provide all necessary traffic control measures. i) Contractor shall provide all necessary sheeting, shoring, or bracing equipment for trenching and excavations.

3. Debris Management
a) All debris or spoils generated by the work of Contractor shall be properly disposed of by Contractor.

4. Quality of Work
a) Contractor must provide sufficient and competent administration, staff, and skilled workforce necessary to perform and timely complete the services.

Before starting, Contractor must designate in writing and provide complete contact information, including phone numbers and email address, for the officer or employee in Contractor’s organization who is to serve as Contractor’s primary representative for this agreement, and who has authority DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
415

EXHIBIT A

SCOPE OF WORK
2 to act on Contractor’s behalf. A Subcontractor may not serve as Contractor’s primary representative.
b) Contractor must, at all times during performance of the Work, provide a qualified, full-time superintendent with effective communication skills, acceptable to Project Manager or his/her designee, who must be physically present at the Project site while any aspect of the Work is being performed.

Failure to comply may result in temporary suspension of the Work, at Contractor’s sole expense and with no extension of time under the Contract until the superintendent is physically present to supervise the Work. c) Contractor shall warranty all work for a minimum of one year after the completion of the work. Any work required to remedy problems with installation or materials shall be at the sole cost of the Contractor within this period.
d) All work completed under this agreement shall conform to the City of Livermore Standard Specifications and Standard Details unless authorized in writing by the Project Manager.

5. Response Time
a) Contractor is expected to promptly acknowledge the City’s notification of an urgent situation by phone within two hours. Contractor’s response should inform the City if they will be able to mobilize a repair crew to address the urgent situation within eight hours from the time of notification

COMPENSATION

1. CITY shall compensate CONTRACTOR in the following manner:
a) Labor, equipment, and vehicles shall be compensated at the rates below.

RATE SCHEDULE UNIT OF

MEASURE

REGULAR

TIME UNIT
PRICE

OVERTIME UNIT
PRICE
LABOR
Project Manager
HOUR
$169.65 $169.65
Foreman/Superintendent $143.88 $196.37
Equipment Operator $139.14 $189.23
Carpenter $151.09 $207.32
Cement Mason $102.44 $135.54
Laborer $98.71 $131.81
b) Materials, supplies and parts shall be compensated at documented at cost plus markup as referenced in the rate schedule. Contractor shall make reasonable efforts to obtain the desired materials, supplies, and parts at the lowest readily available cost. Contractor must supply receipts or invoices and weight tags DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
416

EXHIBIT A

SCOPE OF WORK
3 (when appropriate) in order to be compensated for materials, supplies, and parts.

RATE SCHEDULE UNIT OF MEASURE REGULAR TIME UNIT
PRICE

OVERTIME UNIT
PRICE

EQUIPMENT
Compaction equipment:

Wacker/jumping
jack/vibraplate
HOUR
$8.25
Skid steer loader
(w/necessary
attachments, Bobcat or
equivalent)
$46.90
Mini excavator
(w/necessary
attachments, CAT304 or
equivalent)
$39.20
Excavator (w/necessary
attachments, CAT 321 or
equivalent)
$88.25
Skip Loader
(w/necessary
attachments, CAT 414 or
equivalent)
$49.15
Backhoe (w/necessary
attachments, Case 580E
or equivalent)
$58.17
Vibratory smooth drum
roller (24-inch)
$28.45
Compressor – 150 cfm
or similar
$26.14
HydroVac truck $427.50
Traffic arrow board $18.59
Dump Truck (5 yard or
comparable)
$62.95
Service Truck (pickup
truck w/utility body)
$34.65

OTHER ITEMS
Mobilization cost per
task order
LS $2,250.00
Markup for subcontractor
work
% 7
Markup for materials and
parts
% 12.50
c) Hand tools and incidental materials are deemed to be included within the rates for labor, equipment, and markup for materials above. No additional compensation shall be granted.

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
417

EXHIBIT A

SCOPE OF WORK
4 d) provide invoices or receipts in order to be compensated for the work of subcontractors.

2. Hourly rates for labor and equipment must include all wages, fringe benefits, and markup/overhead. Hourly rates shall be the only rates used for cost estimate and billing.

3. Hourly rate for Equipment includes use of any and all tools and equipment not separately listed.

4. Only one mobilization charge shall be included per written project assignment order. The charge shall be determined based on the applicable Lump Sum above.

5. Equipment not on the list shall be compensated at the hourly rates contained in the applicable version of the California Department of Transportation Division of Construction “Labor Surcharge and Equipment Rental Rates.”

6. Each year on July 1, beginning in 2025, unit prices will be adjusted by up to the percentage listed in the Consumer Price Index for All Urban Consumers for the San Francisco-Oakland-Hayward region (CPI-U) using the 12-month change in April. This adjustment will be documented each year through a signed letter from the City to the Contractor.

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
418

EXHIBIT B

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

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $2,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”.

4. Professional Liability/Errors and Omissions:
$1,000,000 per occurrence.

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant/Contractor; or automobiles owned, leased, hired or borrowed by the Consultant/Contractor. The coverage shall contain no special DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
419
limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

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

DocuSign Envelope ID: 93E2CB98-67A2-4FD3-ABE3-55D02F09C6DE

EXHIBIT A
420
Agreement for Services Page 1
Rev. 09/19/23

AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered into this day of ,
2024, by and between the City of Livermore (“City”), a municipal corporation, and Platinum Pipeline, Inc. (“Contractor”), a California corporation.

RECITALS
City requires on-call services for the repair and/or replacement of potable water, recycled water, wastewater, and storm water facilities.

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

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

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

EXHIBIT B
421
Agreement for Services Page 2
Rev. 09/19/23
(e) Comply with all laws in effect that are related to Contractor and the Services; (f) Coordinate the Services with Michael Wells, Public Works Supervisor or David Lennier, Water Distribution Operations Manager (“Project Manager”), or such other person designated as the Project Manager by City;
(g) Be available to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services; (h) Only invoice City for the Services rendered. Contractor’s invoice shall be in writing and describe the Services performed for the payment requested. Contractor shall not submit an invoice to City more frequently than once a calendar month; (i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Contractor and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
422
Agreement for Services Page 3
Rev. 09/19/23

6. Term. The term of this Agreement commences on July 8, 2024, and terminates upon the completion of the Services or June 30, 2027, whichever occurs first.

DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
423
Agreement for Services Page 4
Rev. 09/19/23

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

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

EXHIBIT B
424
Agreement for Services Page 5
Rev. 09/19/23
party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

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

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

TO CITY: Attention: Water Resources Division Manager
City of Livermore
101 W. Jack London Blvd.

Livermore, California 94551
DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
425
Agreement for Services Page 6
Rev. 09/19/23
TO CONTRACTOR: Attention: Scott Smith
Platinum Pipeline, Inc.

PO Box 1170
Livermore, CA 94551

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

27. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Attachment List on the Next Page
DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
426
Agreement for Services Page 7
Rev. 09/19/23
In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

CONTRACTOR: Dated:
____________________________ ___________________________ By: Lisa DeFreitas Sundberg
Title: Chief Financial Officer
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Deputy/Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements

DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07 7/3/2024 | 7:29 AM PDT

EXHIBIT B
427

EXHIBIT A

SCOPE OF WORK
1 SCOPE

3. Debris Management
a) All debris or spoils generated by the work of Contractor shall be properly disposed of by Contractor.

4. Quality of Work
a) Contractor must provide sufficient and competent administration, staff, and skilled workforce necessary to perform and timely complete the services.

EXHIBIT B
428

EXHIBIT A

COMPENSATION

1. CITY shall compensate CONTRACTOR in the following manner:
a) Labor, equipment, and vehicles shall be compensated at the rates below.

RATE SCHEDULE UNIT OF MEASURE REGULAR TIME

UNIT PRICE

OVERTIME UNIT
PRICE
LABOR
Project Manager
HOUR
$172.80 $259.20
Foreman/Superintendent $128.84 $166.48
Equipment Operator $121.50 $157.43
Carpenter $96.62 $123.79
Cement Mason $96.62 $123.79
Laborer $96.62 $123.79
b) Materials, supplies and parts shall be compensated at documented at cost plus markup as referenced in the rate schedule. Contractor shall make reasonable efforts to obtain the desired materials, supplies, and parts at the lowest readily available cost. Contractor must supply receipts or invoices and weight tags DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
429

EXHIBIT A

SCOPE OF WORK
3 (when appropriate) in order to be compensated for materials, supplies, and parts.
c) Hand tools and incidental materials are deemed to be included within the rates for labor, equipment, and markup for materials above. No additional compensation shall be granted.

RATE SCHEDULE UNIT OF MEASURE REGULAR TIME UNIT
PRICE

OVERTIME UNIT PRICE

EQUIPMENT
Compaction equipment:

Wacker/jumping
jack/vibraplate
HOUR
$22.00
Skid steer loader
(w/necessary
attachments, Bobcat or
equivalent)
$43.79
Mini excavator
(w/necessary
attachments, CAT304 or
equivalent)
$71.00
Excavator (w/necessary
attachments, CAT 321 or
equivalent)
$147.95
Skip Loader
(w/necessary
attachments, CAT 414 or
equivalent)
$56.00
Backhoe (w/necessary
attachments, Case 580E
or equivalent)
$61.00
Vibratory smooth drum
roller (24-inch)
$31.00
Compressor – 150 cfm or
similar
$31.00
HydroVac truck $395.00
Traffic arrow board $17.00
Dump Truck (5 yard or
comparable)
$105.00
Service Truck (pickup
truck w/utility body)
$42.00

OTHER ITEMS
Mobilization cost per task
order
LS $1,850.00
Markup for subcontractor
work
% 5
Markup for materials and
parts
% 10
DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
430

EXHIBIT A

SCOPE OF WORK
4 d) provide invoices or receipts in order to be compensated for the work of subcontractors.

2. Hourly rates for labor and equipment must include all wages, fringe benefits, and markup/overhead. Hourly rates shall be the only rates used for cost estimate and billing.

3. Hourly rate for Equipment includes use of any and all tools and equipment not separately listed.

4. Only one mobilization charge shall be included per written project assignment order. The charge shall be determined based on the applicable Lump Sum above.

DocuSign Envelope ID: BBB07713-E3D0-4AE8-952B-9FB23F6B3F07

EXHIBIT B
431

EXHIBIT B

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

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

3. Workers’ Compensation and Employer's Liability:

4. Professional Liability/Errors and Omissions:
$1,000,000 per occurrence.

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

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

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

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

Page 1 ends

Livermore City CouncilJuly 22, 2024

Livermore City Council
July 22, 2024