Agenda packet — Livermore City Council, March 24, 2025 (part 2 of 5)

I. SEGREGATION OF ASSESSMENTS CHECKLIST

J. CONSTRUCTION TRANSMITTAL CHECKLIST

K. INSPECTION AND PLAN CHECK FEE CHECKLIST

L. SUBDIVISION FINAL ACCEPTANCE

Inspector:

City Inspector final approval granted.

Streetlights activated by PG&E.

Cash bonds placed for unfinished items:
(a) Street trees
(b) Mailboxes

Certification of monuments received (location and elevation).

A dated and signed letter received from the owner of a site receiving export soil, other site material, or construction debris.

Pad grading certification (compaction) letter received.

Final soils report (or letter), indicating that recommendations of preliminary soils report have been complied with, has been submitted.

Pad compaction certified for all lots.

Street inventory sheet submitted.

As-built copy of the record drawings submitted and approved by engineering I nspector.

Council acceptance of tract requested by the construction section.

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Project Coordinator:

All fees have been paid.

Benefit Districts set up.

___ Storm Drain and other credits distributed.

___ Cash bonds placed for unfinished items:
(a) Street trees
(b) Mailboxes

___ Maintenance security (15%) either on file or provided by developer.

___ Engineering has closed grading permits, and grading bonds have been returned.

___ A copy of the recorded subdivision map has been submitted and sent to the Information Technology Division for inclusion in Digital Imaging System.

___ The Landscape Maintenance District formation bond returned to developer.

___ All special conditions of the subdivision improvement agreement have been complied with.

___ R eplace signed improvement plans in electronic engineering file with As-Built copy.

___ Acceptance forms for rejected offers of dedication of off-site dedications to the Clerk for recording.

___ F.E.M.A. elevation certificate prepared, signed, and stamped by a land surveyor registered in California for all constructed buildings in or adjacent to the F.E.M.A. floodplain.

___ F.E.M.A. Final Letter of Map Revision (LOMR) received from F.E.M.A. or a cash bond received to complete the LOMR approval process.

M. LARPD FACILITY REVIEW CHECKLIST

N. INFRASTRUCTURE ACCEPTANCE WITHOUT A MAP CHECKLIST

O. TRANSMITTAL OF PLANS TO MAINTENANCE CHECKLIST

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X. FINANCING DISTRICT REPORT REQUIREMENTS

A. GENERAL INFORMATION ABOUT FINANCING DISTRICTS

1. FINANCING DISTRICTS SET-UP BY THE CITY OF LIVERMORE

The City of Livermore has set-up and administered several assessment districts to fund both the construction of capital improvements and the maintenance and replacement of these public facilities after they are constructed. Resolution 2009-005 approved City of Livermore Goals and Policies for Land Secured Financings and on October 12, 2015 the City Council authorized the use of Community Facility Districts to fund the maintenance of public infrastructure within or directly serving new residential and /or commercial development. Each type of district is governed by certain laws and must be set-up, maintained and annexed into following a certain procedure. Since laws frequently change it is important to always consult the City Attorney’s Office to determine the current laws to follow. Financing Districts are expensive to set-up and to administer so it is also important to determine if the staffing effort and cost is justified and the cost for both is recovered. The Planning Manager, City Engineer, Community Development Director, Finance Director, City Attorney, and City Manager may need to assist staff during the entitlement process in determining which financing district if any is an option.

2. STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM
The Statewide Community Infrastructure Program (SCIP) is a program administered by the California Statewide Communities Development Authority (CSCDA) that enables developers to fund impact fees and public infrastructure costs through the sale of municipal bonds. SCIP currently sells these bonds typically three times a year. If developers use this program, they work with both the CSCDA and the City of Livermore. The CSCDA sets-up the assessment districts and administers the program at no cost to the City of Livermore. Since the effort to apply to this program is relatively small this option is usually available to all developers. More information is available on the CSCDA website: CSCDA.org. SCIP provides financing for the Pre-Funding of Impact Fees Program, Reimbursement of Impact Fees Program and the Infrastructure Acquisition Program as described below.

a. Pre-Funding of Impact Fees Program

This program pre-funds the SCIP eligible development impact fees prior to the issuance of a building permit. Not all impact fees are SCIP eligible. The only development impact fees that will be eligible for prepayment under this program are:

City Storm Drain - On-site
City Storm Drain - Roadway

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City Sewer
City Water
Park Facilities
TIF - Transportation Impact Fee
TVTDF - Tri-Valley Transportation Development Fee

The remaining development fees that are not SCIP eligible must still be paid to the City prior to the issuance of the building permit.

b. Reimbursement of Impact Fees Program

This program will reimburse the developer for the SCIP eligible development impact fees after the building permit fees have been paid and the bonds have been sold. Bonds sold for the purpose of reimbursing impact fees need to be taxable bonds. Not all impact fees are SCIP eligible. The only development impact fees that will be eligible for reimbursement under this program are listed above in the pre-funding program.

c. Infrastructure Acquisition Program
This program will reimburse the developer for the construction of public improvements only, such as utilities, grading, paving, sidewalks, curbs, gutters, medians and landscape that will be public located in the public right- of-way. Reimbursements will not be available to the developer for these improvements until bonds are sold and the City accepts the improvements for permanent maintenance. Acceptance of improvements is a City Council action that takes place about two months after the City Inspector has notified Development Engineering in writing that all improvements are ready for acceptance. This program also requires an acquisition agreement between the CSCDA and the City for the public improvements. This agreement must be approved by City Council prior to the filing of the final map. It is imperative that developers keep good records of their construction expenses because they may need to provide supporting documentation to CSCDA to request reimbursements after the bond sale.

B. LEGAL CONSIDERATIONS REGARDING FINANCING DISTRICTS

Landscape and Lighting Act

The Landscaping and Lighting Act of 1972 authorizes assessments to install, construct, and maintain landscaping, lighting and park and recreation facilities. On November 5, 1996, the California voters enacted Proposition 218, titled the Right to Vote on Taxes Act, to amend the California Constitution and require public agencies to comply with new procedural and substantive requirements for the imposition of new or increased taxes. Proposition 218 applies to landscape maintenance district assessments.

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Since the Landscaping and Lighting Act was enacted prior to Proposition 218, and new and increased assessments must comply with Proposition 218, it is important to reconcile both statutory schemes, however the notice, hearing and protest provisions of the Omnibus Implementation Act supersede those requirements in existence on July 1, 1997.

The Proposition 218 Omnibus Implementation Act (“Omnibus Implementation Act”) which is set forth in Government Code Section 53750 et. seq. restates and supplements the procedural requirements of Proposition 218.

Special versus General Benefits

Landscape maintenance district assessments are authorized for certain improvements that provide special benefit to the assessed properties. Proposition 218 includes detailed procedures for the imposition of benefit assessments on real property. A benefit assessment or “special assessment” is a charge imposed on particular real property for a local public improvement of direct benefit to that property, such as a street improvement or lighting improvement. The rationale of a special assessment is that the assessed property has received a special benefit over and above that received by the general public. The general public should not be required to pay for special benefits for the few, and the few specially benefitted should not be subsidized by the general public.

An assessment in a defined area is known as an assessment district. Each assessment district must include all properties (or businesses) that will specially benefit from the improvements or services to be funded by the assessment.

Virtually, all assessments are levied against real property. Generally, they are collected on the property tax roll, secured by a lien against the assessed property, and subject to the requirements of Proposition 218.

Prop 218 Requirements

There are four basic requirements of Proposition 218:

a. Identify all benefitted parcels. All parcels that will have a special benefit
conferred upon them and upon which an assessment will be imposed must be identified in the engineer’s report and included in the assessment district. Government owned parcels cannot be excluded absent clear and convincing evidence which demonstrates that the parcel receives no special benefit.
b. Distinguish general from special benefit. The general benefits must be distinguished from the special benefits conferred on the parcels. c. Proportionality. The proportionate special benefi t derived by each parcel

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must be determined in relationship to the entirety of the capital cost of the public improvement, the maintenance and operation expenses of a public improvement, or the cost of the property related service being provided. d. Reasonable cost. The assessment must be apportioned so that the amount assessed to a parcel does not exceed the reasonable cost of the proportional special benefit conferred on that parcel and does not include any costs attributable to general benefits. The portion of a project cost associated with general benefit must be funded from non-assessment revenues, and a city which lacks other funds will not be able to use assessment financing, since few cases sustain a conclusion that a project has no general benefit.

Community Facilities
District Act of 1982
The Community Facilities District (CFD) Act of 1982, also known as the Mello-Roos Act, was enacted by the Legislature in response to the passage of Proposition 13 (which limits taxes based on the assessed value of real property). A Mellow-Roos tax is an alternative revenue method available to the City. Current law (California Proposition 218 (1996)) constitutionally requires two-thirds (2/3) voter approval to approve the formation of a Mello- Roos District. Once approved, a Mell o-Roos Community Facilities District is formed. Once formed, a special tax (which is different from regular property tax) is imposed on all property within the community facilities district. The Mello-Roos special tax is in addition to the regular ad valorem property tax on the property. The Mello-Roos special tax is based on a formula that is specific to that district, that was approved in proceedings. The formula can be based on a variety of factors but cannot be based on the value of the property.

Mello-Roos community facilities districts commonly base the special tax on formulas, such as the square footage of the improvements, or the proximity to a specific improvement, or based on the acreage of a lot.

C. PROCEDURES FOR FORMATION OF NEW FINANCING DISTRICTS AND

PREPARATION OF REPORTS
(Str. & Hwy Code Sections 22500-22679 and Gov’t Code Section 53750 et. seq.)

There are several different kinds of maintenance districts. Landscape Maintenance Districts were the first financing districts formed to finance maintenance costs in the City of Livermore. The City administers LMD’s by keeping track of expenses, identifying assessments needed for the next year and preparing an annual Engineer’s Report for approval by City Council. An annual public hearing is held and assessments for all LMD’s in the City are sent to the County assessor office to send to property owners by August 10 th of each year.

In 2009, new stormwater requirement s became effective requiring the construction and maintenance of basins and other stormwater quality improvements that cannot be included in a Landscape Maintenance District (LMD), so the City decided a Community Facilities District (CFD) would be the

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appropriate mechanism to use to finance the maintenance of these additional facilities.

The City has formed CFD’s for many years to fund infrastructure. The City began forming maintenance CF D’s in 2012 to fund the maintenance of landscape, stormwater treatment devices, walls, trails, and a wide variety of other improvements. The city also administers CFD’s by keeping track of expenses, identifying the tax needed for the next year, preparing a special notice of tax lien and recording it each year. The special notice of tax lien is sent to the county assessor’s office by August 10th of each year also. The special notice of tax lien is prepared by calculating the amount of tax to be assessed on each parcel according to the rate and method established with the formation of the CFD. No annual public hearing is needed nor is an engineer’s report is needed.

Since there are existing assessment districts, LMD’s and CFD’s throughout the City of Livermore for funding maintenance and capital improvements to provide funding to repair damages due to natural disasters in the future, it is important to understand the structure of the existing financing districts in and near a proposed development to determine the most appropriate maintenance funding mechanism to use. The City typically conditions a project to provide a funding mechanism for maintenance. The Developer chooses the mechanism along with input from the City during the plan review process.

The general steps for formation of maintenance assessment districts are as follows:

Step 1 – Adoption of a Resolution Initiating Proceedings Step 2 – Preparation of an Engineer’s Report for LMD’s (Must be prepared by a registered Civil Engineer in the State of California) or Rate and Method for CFD’s
Step 3 – Adoption of a Resolution of Intension
Step 4 – Preparation and Mailing of the Notice
Step 5 - Handling of Ballots
Step 6 – Holding a Public Hearing
Step 7 – Record Keeping
In early 2018, the ongoing administration of assessment districts was transferred from the Engineering Division to the Public Works Maintenance Division. A memo was sent from the City Attorney’s O ffice to the Public Works Department , dated April 12, 2018, outlining the legal requirements to form and administer maintenance assessment districts.

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D. PROJECT COORDINATION PROCEDURES FOR FORMING A FINANCING

DISTRICT OR ANNEXING AN AREA INTO AN EXISTING DISTRICT DURING

THE FINAL MAP FILING PROCESS

Before the City can approve a final map, it must be assured that an appropriate funding mechanism is in place for the costs of landscape, stormwater quality, walls, trails and the maintenance and operation of other public improvements .

When given the option of forming or annexing the area to be developed into an assessment district the developer must choose one of the following options to provide maintenance funding.

1. Option 1 - Formation of a new L andscape Maintenance District (LMD) or Community Facilities District (CFD) or annexation into an existing LMD or CFD prior to the City approving the Final Map (the descriptions below are current as of March 31, 2025. Please contact the City Attorney’s Office to confirm these are the latest procedures and the documents referenced are current).

Formation of a New Landscape Maintenance District. The City Council must adopt a resolution of intention to create a new landscape maintenance district and then mail out ballots at least 45 days before holding a public hearing on the district formation. All landowners within the district will be given a ballot to vote on forming a new maintenance district. In order to minimize the delay in approving the final map, the developer should obtain City approval of the project's Engineer's Report for creation of a landscape maintenance district at the earliest opportunity (ideally no later than the end of the second plan check), so that the public hearing process can begin. The final map cannot be approved by the City Council until the City has received a positive vote for formation of a landscape maintenance district and the public hearing for that district formation has been held by the City Council. Due to the limitations of what can be included in an LMD the City no longer creates new LMDs.

Formation of a new Community Facilities District.

The City Council must adopt a
resolution of intention to form a new Community Facilities District and then mail out ballots a certain amount of days before holding a public hearing on the district formation, please check in with the Bond Counsel and the Special Tax Consultant for mail out dates before holding a public hearing on the district formation. All landowners within the district will be given a ballot to vote on forming a new maintenance district.

Annexation into an Existing Landscape Maintenance District. Development areas to be annexed into existing Landscape Maintenance District’s (LMD) that foresaw the annexation of this future area need only to amend the original assessment diagram and Engineer’s report but do not need to vote on the inclusion of the area or hold a public hearing. If the existing LMD did not foresee the area to be added in the future, then the original assessment diagram and Engineer’s report must be amended, and a vote and a public hearing must be held.

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Annexation into an Existing Community Facilities District. Requires same procedures for the formation of a new CFD.

Annexation into an Existing Community Facilities District with Unanimous Approval provisions. The City of Livermore has established two CFDs with Unanimous Approval provisions. The first is the City-wide CFD 2021-1 and the second is the Isabel Neighborhood Specific Plan CFD 2023-1. The procedures set forth for annexation are described in Section H.

2. Option 2 - Submit funds for the per petual maintenance of landscape and or other public improvements.

The developer will submit a principal payment to guarantee maintenance of landscaping in perpetuity. The City has determined that the developer must make a principal payment in an amount equal to 30 times the current annual maintenance costs in order to ensure perpetual funding. With these funds in hand, formation of a landscape maintenance district would not be necessary, and approval of the final map wouldn't be delayed. This method offers the developer the advantage of being able to market lots that are free of all landscape district assessments.

3. Option 3 - Submit funds for the perpetual maintenance of landscaping and/or other improvements pending formation of a 1) new landscaping and lighting maintenance district, or the 2) annexation of the development into an existing landscape maintenance district or the 3) annexation of the development into an existing community facilities district.

The developer will make a cash deposit with the City of Livermore in the above amount to be place into a non-interest-bearing account, which would be refunded upon the successful conclusion of district formation proceedings and public hearing. This option also wouldn't involve a delay in approval of the final map. If the formation is unsuccessful then this cash deposit will be used to guarantee perpetual maintenance funding as discussed in 2 above. This option will be included as a special condition in the subdivision improvement agreement. The resolution of intention for the public hearing would be approved concurrently with the final map.

The developer should let the City plan check coordinator know at the earliest possible opportunity which option he or she wishes to pursue to fund the maintenance and operation of landscaping improvements.

E. DOCUMENTS FOR FORMATION OF A NEW LANDSCAPE MAINTENANCE

DISTRICT AND ANNEXATION INTO AN EXISTING DISTRICT

Procedure for preparing an Engineer's Report for formation of a new landscape maintenance district.
a. An Engineer's Report is prepared by the developer's engineer and submitted with the first plan check of the improvement plans for the project. This submittal

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must follow Design Review/Planning Commission Approval of the landscaping, walls, decorative paving, and/or special amenities that will be publicly maintained. The City will not accept a draft Engineer's Report which does not reflect Design Review/Planning Commission approval of landscaping and other amenities that will be publicly maintained.
b. Prior to placing a council item initiating proceedings for the formation of a new maintenance district, the Engineer's Report must be in a final form acceptable to the City. The following must be received at least 32 days prior to Council adoption of a resolution of intention:

i. One copy of Engineer's Report, with reduced 8-1/2" x 1 1" copy of assessment diagram attached.
ii. One signed and notarized copies of the "Landowner Petition For Consent to Formation of Maintenance District" form. All landowners within the proposed district must sign the form.
iii. Two18" x 26" paper copies the of assessment diagram. iv. One 18" x 26" mylar originals of assessment diagram. v. An electronic copy via e-mail of the following files:

a. MS Excel file of Parts B, and C of the Engineer's Report. File name shall be xxxBC.xls where xxx represents the district number (i.e. 814BC.xls).

b. MS Word files. of the Cover sheet, Description of Assessment, and Parts A, D, E and F of the Engineer's Report. File name shall be xxxreport.doc where xxx represents the district number (i.e. 814report.doc).

Form and content of an Engineer's Report for formation of a new landscape maintenance district
The Engineer's Report includes the following items:
a. A cover sheet;
b. An introduction to the Report and an explanation of the assessment; c. Part A – Description - A description of the maintenance activities to be performed. d. Part B - Cost Estimate - A presentation of the costs to be paid from the District. e. Part C - Assessment Roll - The assessment by parcel with ownership shown. f. Part D - Method of Assessment - The way the assessment is apportioned. g. Part E - Plans and Specification and Assessment Diagram. h. Part F – Certifications.

Additionally, the "Landowner Petition for and Consent to Formation of Maintenance District" must be prepared. Instructions for preparing this form follow the instructions for preparing the Engineer’s Report.

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The seven individual parts of the Engineer's Report are to be prepared as follows:

1. LANDOWNER PETITION AND CONSENT FORM
A landowner consent form must be provided concurrently with the Engineer's Report.

This form is in a Word file labeled "newconsent2003.doc". a. Enter the district number, tract name (if any) and tract or parcel number in the header.
b. Enter the district number in the subject line and in Items 3 and 5. c. Enter the tract number in the subject line.
d. Enter the lot numbers, tract number(s) and assessor's parcel number under the property description.
e. List the name and addresses and provide a signature line for all owners. All signatures must be dated and notarized. Provide two signed, notarized originals of the form to the city.
f. Attach Part "A" of the Engineer's Report as described in item 3 above. This description must be identical to the description in the Engineer's Report.

2. SPECIAL REQUIREMENTS FOR MULTI-PHASE PROJECTS

For a multi-phase project, the developer or the developer's engineer shall consult with the Engineering Division to discuss the formation of a maintenance assessment district. At the City's discretion, one of the following methods shall be employed for multi-phase projects:

a. All phases of the project form a single maintenance district. In this case a single master plan for all phases of landscaping shall be approved by the Design Review/Planning Commission, and this master plan shall be reflected in the Engineer's Report maintenance quantities.

b. Each phase of the project shall form its own maintenance district.

3. REQUIREMENTS FOR INDUSTRIAL AND COMMERCIAL PROJECTS Unless otherwise pre-approved by the Engineering Division, the method of spread for industrial and commercial parcels shall be on a lot square footage basis, rather than on a per lot basis as is done for residential lots. This will require a modification of the standard Engineer's Report boilerplate.

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F. DOCUMENTS FOR FORMATION OF A NEW COMMUNITY FACILITIES

DISTRICT

There is an 8-step process that is required to form a viable bonded Community Facilities District (CFD).

1. Step 1 – Initiation of CFD: It begins with an initiation process where a property owner or government entity begins the process of establishing a CFD.

a. Developer requests City to form a CFD. If the City determines that the request is beneficial to the City the Developer provides a signed petition requesting the formation of a CFD.
b. City works with Developer on a list of services to be financed. c. When list is agreed upon. The engineering coordinator works with the City Attorney’s Office to ask the City’s Bond Counsel to prepare the required documents for initiation of the CFD. Engineering Coordinator works with Special Tax Consultant to begin preparing the CFD Report and RMA. d. Engineering Coordinator places the Resolution of Intention to form a CFD on the next City Council Agenda and follows the City procedures (prepares a staff report) for City Council to formally receive the landowner petition and initiate the CFD process. Bond Counsel will prepare the Resolution of Intention.

2. Step 2 Establishment of Rate of Apportionment (RMA) Following the laws for California, the Rate and Method of Apportionment must be developed and determined. The Rate and Method of Apportionment (RMA) outlines how a tax will be levied or charged, on which property, under what conditions, for how long and at what rate.

a. Bond Counsel prepares the resolution of intention.
b. The special tax consultant prepares the Rate and Method of Apportionment (RMA).

3. Step 3 – Public Hearing:
a. Engineering coordinator follows the City procedures to schedule a public hearing, prepare a staff report and resolutions with the help of the Bond Counsel and Special Tax Consultant. The documents include: 1) Resolution of Formation, 2) Resolution to incur debt, 3) etc. 4) Presentation to City Council and a script for the Mayor, Notice of Public Hearing b. A public hearing is held and if there are no majority objections by the participants, then the CFD formation process continues.

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4. Step 4 – Election: An election is held amongst the property owners. In order to establish a CFD, a two-thirds affirmative vote of property owners is required if there are no more than 12 registered voters living within the proposed district.

However, if more than 12 registered voters are living in the district, a two-thirds vote of registered voters is required.

5. Step 5 – Resolution of Formation/Resolution to Incur Debt: This step is when the district is approved to be formed, and the issuance of debt is authorized for bonded districts.

6. Step 6 – Second Reading of Ordinance: Engineering Coordinator follows the City procedures to schedule and prepare a staff report for the second reading of the ordinance for CFD formation at the meeting following the Public Hearing.

7. Step 7 – Recordation of Special Tax Lien: Engineering Coordinator works with City Clerk to arranged for the recordation of Special Tax Lien.

8. Step 8 – Issue Debt: The last step in the formation process is to issue any debt necessary such as land-secured municipal bonds or bank loans.

Engineering Coordinator shall work with Finance, Bond Counsel and the Special Tax Consultant to complete this step.

Once the formation process is complete, a special tax is imposed on all property within the Community Facilities District. This tax is not an ad valorem property tax. It is in addition to the standard property tax that exists in that region.

G. DOCUMENTS FOR ANNEXATION INTO AN EXISTING COMMUNITY

FACILITIES DISTRICT

In general the procedure for a property to annex into an existing CFD follows the same basic procedure and documentation as for the formation of a new CFD. Consult with City Attorney, Bond Counsel and Special Tax Consultant for any modifications to the process as they pertain to the project.

H. DOCUMENTS FOR ANNEXATION INTO AN EXISTING COMMUNITY

FACILITIES DISTRICT WITH UNANIMOUS APPROVAL PROVISIONS

1. The City of Livermore has established two CFDs with provisions to simplify the annexation process to one Council meeting. These CFDs were created with a Unanimous Approval provision. The two CFDs with Unanimous Approval at this time are CFD 2021-1 City-wide District with the provision to annex additional areas into the District City-wide and CFD 2023-1 Isabel Neighborhood Specific Plan.

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Properties that annex into CFD 2021-1 will need to establish the maintenance items and maintenance costs to be included in the annexation.

Properties that annex into CFD 2023-1 will need to utilize the established rate for maintenance per acre in the RMA and follow the procedure as outlined below except for the establishment of maintenance items and estimate as they were already established at district formation.

a. Below is the procedure for preparing the documents for Annexation into CFD 2021-1 the existing City-wide district.

i. Establish maintenance items and request draft “Description of Services to be Financed” and estimate of maintenance costs from Developer.

ii. Work with Maintenance to review and comment on the drafts and provide redlines to Developer with plan check comments for the project.

iii. Once drafts go through 2-3 plan review rounds, share with Senior Development Engineer for comments along with the plans. Incorporate any comments and recalculate as necessary.

iv. Request the developer to provide a recent preliminary title report.

b. Preparation of Rate and Method of Assessment (RMA).

i. Once maintenance costs are close to their final form provide the following to Bond Counsel and the Special Tax Consultant :

1. Description of services

2. Estimate of Maintenance Costs

3. Preliminary Tract or Parcel Map

4. Preliminary Title Report

5. Signature block for entity signing the ballot, and evidence of authority for signor.

2. Provide NBS with the target to return RMA, Revised Tax Zone Map, the Council date and the deadline for final documents to make this date. Please copy Senior Development Engineer, and Attorney’s Office.

i. The City’s consultant (NBS) prepares the draft Rate and Method of Assessment (RMA) and provides to City Staff. If necessary, staff redlines RMA and returns to consultant for corrections.

ii. Consultant provides written confirmation from the County that there are no registered voters on the parcel/annexing parcel.

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iii. When RMA is in final form Project Coordinator prepares the Draft Unanimous Approval complete with all Exhibits.

iv. Provide draft Unanimous Approval with all exhibits to Bond Counsel and Special Tax Consultant for review together with items as noted above.

Let them know the deadline to make the target date for City Council.

v. Revise draft Unanimous Approval if necessary.

vi. Provide the final Unanimous Approval to the Developer with all final Exhibits with deadline to make the target City Council date.

vii. Bond Counsel prepares the annexation resolution and amendment to the Notice of Special Tax Lien.

3. City Council Approval

Upon receipt of executed Unanimous Approval, Project Coordinator prepares staff report for Annexation on the consent calendar. Following Council approval Special Tax Consultant records the amendment to the Notice of Special Tax Lien. Project Coordinator will provide the Clerk with contact information to record the Notice of Special Tax Lien.

After receiving all executed documents, Project Coordinator to record annexation date in the Annexation List.

4. The City has established a City-wide Community Facilities District and an Isabel Community Facilities District. Both CFD’s have established a shorter annexation process when there is unanimous approval of the annexation. This process is described in this section.

This process is as follows:

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XI. CITY ENGINEERING DESIGN CRITERIA

FLEXIBLE AND SEMI-RIGID PIPE DESIGN GUIDELINES
This document has been prepared to outline some of the basic principles of semi -rigid and flexible pipe design focusing mainly on the pipe deflection caused by soil loading in trench conditions. The methodology presented herein does not address surcharge loading (e.g. buildings), embankment conditions, buckling (e.g. vacuum or hydrostatic pressure), railroad or airport loads. The information presented herein is intended to assist in the design of the following semi-rigid and flexible pipe types:

Pipe Type Specification Sect
ion

1. Corrugated Polyethylene Non-pressure Pipe 02631

2. Ductile Iron Pipe 05060

3. PVC Composite Sewer Pipe 02533

4. ABS Composite Sewer Pipe 02533

5. ABS Non-pressure Pipe 02534

6. Small PVC Non-pressure Pipe 02534

EXTERNAL LOADS - DEFLECTION DESIGN
When a trench load of sufficient magnitude is applied, semi- rigid and flexible pipe will deflect until sufficient passive resistance from the sidefill soil is developed, thereby transmitting part of the trench load to the sidefill soil. Thus, the load- carrying capacity of semi -rigid and flexible pipe is a function of the soil stiffness and the pipe stiffness.

The original formula for the design of flexible pipe was developed by Spangler later modified by Watkins and Spangler or otherwise referred to as the Modified Iowa Formula. Semi -rigid pipe types steel and ductile iron also use the same or similar formula to determine deflection as described in AWWA M11 and M41. The general form of any deflection formula includes the load on the pipe as the numerator, with the sum of pipe and soil stiffness terms as the denominator. The Modified Iowa Formula is used herein and shown below. An explanation of the terms used in the formula follows:

The Modified Iowa Formula
∆𝑋𝑋 =
[𝐷𝐷
𝐿𝐿 ∗ 𝐾𝐾𝐵𝐵 ∗ �𝑊𝑊𝐸𝐸 + 𝑊𝑊𝐿𝐿
𝐷𝐷𝐿𝐿
� ∗ 𝑟𝑟3]
𝐸𝐸𝐸𝐸 + 0.061𝐸𝐸𝑟𝑟3

Where ∆𝑋𝑋 = The predicted horizontal deflection or change in diameter (in.).

DL = The deflection lag factor, which adjusts initial deflection to consider consolidation of the soil load and the soil modulus over time. When

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the soil prism load is used, D L = 1.0, since the maximum load on the pipe after full soil consolidation is the prism load. When the soil prism load is not used a design value between 1.25 to 1.50 should be used.

KB = The Bedding constant which accounts for variability of haunch compaction is dependent upon the angle subtended by the pipe bedding.

WE = Earth load on pipe (pounds per linear inch).

WL = Live load on pipe (pounds per linear inch).
r = Mean radius of the pipe (in.).

E = Modulus of elasticity of the pipe material (psi).

I = Moment of inertia of the pipe wall per unit length (t3/12) (in3). t = Pipe wall thickness (in.).

E’ = Modulus of soil reaction. This is the long-term effective stiffness of the soil and embedment in resistance to deformation (psi).

at a datum of 5 percent deflection. Incorporating PS into the Modified Iowa formula shown above the following equation results:

∆%
𝐷𝐷 = 𝐷𝐷𝐿𝐿 ∗ 𝐾𝐾𝐵𝐵 ∗ [𝑊𝑊𝐸𝐸 + 𝑊𝑊𝐿𝐿] ∗ 100

0.149𝑃𝑃𝑃𝑃 + 0.061𝐸𝐸′

Where: WE = The soil prism load, in psi, equal to the weight of soil over the pipe. The Value is equal to the unit weight of soil (pcf) times the depth of cover (ft), divided by 144 in 2/ft2.

W L = Live loads, in psi.

EXHIBIT A
309

PS = Pipe stiffness, in psi. Minimum pipe stiffness is Measured in accordance with ASTM standards, determined by the parallel plate loading test at 5% deflection (ASTM D 2412), or calculated from manufacturer’s data.

∆%/D = Percent Deflection
D = Outside pipe diameter (in.)

DESIGN TABLES
The attached design for various semi-rigid and flexible pipe types are to be used for general design purposes only. The consider deflection criteria only (except for DP which also considers bending stress). Vacuum and internal pressures are not evaluated in these but should be considered in determining the pipe wall thickness of pressure pipe. Internal pressure and vacuum design criteria for DIP and steel pipe can be found in AWWA C150 and M41 for DIP and AWWA C200 and M11 for steel pipe.

It should also be noted that the design tables do not include surcharge loads such as building foundations, embankments, adjacent railroads, airport loads and high groundwater. HS-20 live loads due to traffic loading are considered for depths of cover less than 10 feet. Generally, live loads tend to be insignificant in the overall pipe wall thickness design when depth of cover is greater than 10 feet.

Design parameters unique to each pipe material are shown on each pipe design table worksheet and discussed as appropriate in footnote.

EXHIBIT A
310

CORRUGATED POLYETHYLENE NONPRESSURE PIPE (TYPE S HOPE)
SECTION 02631

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE ( Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi) 4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7
Minimum and Maximum Pipe Cover

Pipe Size
(in)
PS5
(psi)
Minimum
Pipe Cover8 (ft)
Maximum
Pipe Cover9 (ft)

1. The equation used to develop the table above is the Modified Iowa formula. Refer to the Flexible Pipe Design Methodology presented in the pipe design guidelines. For complete specifications on corrugated polyethylene nonpressure pipe refer to ASHTO M294.

2. Value estimated based upon the City of Livermore standard trench detail.

3. In order to determine the maximum cover, dead load is solved for in the Modified Iowa formula, henceforth this variable is left blank. These tables design for the soil prism load over the pipe (unit weight of soil (pcf) times the depth of the cover (ft) divided by 144).

4. Live load is based upon H20 loading with an impact factor of 1.5 applied to depths of cover less than 3 feet. Live load is neglected for depths of cover greater than 10 feet. In certain situations other superimposed loads such as building footings, railroads, and nearby embankments should be quantified and added into the equation.

5. Pipe Stiffness is used in a modified version of the modified Iowa formula, replacing the variables E and l. Minimum pipe stiffness is measured in accordance with ASTM standards, determined by the parallel plate loading test at 5% deflection (ASTM D2412), or calculated from manufacturers data.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

8. Measured from top of subgrade. Value shown is the calculated value based upon equations and methodology presented herein. It is not recommended that pipe cover be less than 30 inches due to flexibility of pipe causing pavement damage

9. Measured from finished grade

EXHIBIT A
311

PVC COMPOSITE SEWER PIPE (TRUSS PIPE)
SECTION 02533

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi)4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7
Minimum and Maximum Pipe Cover

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade
Pipe Size
(In) PS5 Minimum
Pipe Cover8
Maximum
Pipe cover9

EXHIBIT A
312

ABS COMPOSITE SEWER PIPE (TRUSS PIPE)
SECTION 02533

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi)4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7

Minimum and Maximum Pipe Cover

Pipe
Size (In)
PS5
(psi)
Minimum
Pipe Cover8
Maximum
Pipe Cover9

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
313

ABS NONPRESSURE PIPE
SECTION 02534

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi)4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7

Minimum and Maximum Pipe Cover

Size
SDR
PSS
Minimum
Pipe Covere
Maximum
Pipe Covers
4 4
6 6
35 23.5
35 23.5
45 150
45 150

2.5 2.5

2.5 2.5
19 29
19 29

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
314

SMALL PVC NONPRESSURE PIPE
SECTION 02534

DESIGN TABLES
Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi) 4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7
Minimum and Maximum Pipe Cover

SDR
pss•
Minimum
Pipe Covere
Maximum
Pipe Cover9

NOTES

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor). E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
315

DUCTILE IRON PIPE
SECTION 05060

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant)2
Kx = 0.157 (Bending Moment Coefficient)
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf2
WL (Live Load, psi)4
E’ = 400 psi (Modulus of Soil Reaction)6
E = 2400ksi (Pipe Material Modulus of Elasticity)
Max Deflec = 3%7

Notes

1. The equation used to develop the table above is based upon design methodology from AWWA C150 and AWWA Manual M41. Table does not account for internal pressure. Internal pressure design should be performed in accordance with AWWA C150.

2. Value estimated based upon City of Livermore standard trench detail.

3. These tables design for the soil prism load over the pipe (unit weight of soil (pcf) times the depth of cover (ft) divided by 144).

4. Live load is based upon H20 loading with an impact factor of 1.5 applied to all depths of cover per the recommendations of Ductile Iron Pipe Association. In certain situations other super-imposed loads such as building footings, railroads, and nearby embankments should be quantified and added into the equation.

5. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85 -95% Proctor). E’ value taken from Table 9- 10 (Bureau of Reclamation Average Values of E’ for Iowa formula) of ACSE – Manuals and Reports on Engineering Practice No. 60.

6. As Recommended by AWWA C150.

7. NA- Pipe thickness not available in this pipe diameter.

8. Dash means that design parameters do not allow the use of this pipe thickness.

9. Minimum cover measured from top of subgrade. Minimum value is calculated value based upon equations and methodology presented herin. It is not recommended that pipe cover be less than 30 inches unless special circumstances exist, and a thorough analysis is performed verifying the structural integrity of the pipe. Maximum cover measured from finished grade.

10. Value provided by the Ductile Iron Pipe Research Association based upon a Type 4 trench condition which closely simulates the City of Livermore’s standard trench detail

EXHIBIT A
316

RIGID PIPE DESIGN

GUIDELINES
This document has been prepared to outline some of the basic principles of rigid pipe design focusing on pipe strength and • soil loading in trench conditions. The methodology presented herein does not address surcharge loading (e.g. buildings, embankment conditions, railroad or airport loads). The information presented herein is intended to assist in the design of the following rigid pipe types:

Pipe Type Specification Section
I . Vitrified Clay Pipe 02536

2. Reinforced Concrete Pipe 02632

DESIGN TABLES
The attached design tables for vitrified clay and reinforced concrete pipe are to be used for general design purposes only.

It should also be noted that the design tables do not include surcharge loads such as building foundations, embankments, adjacent railroads, airport loads and high groundwater. HS-20 live Loads due to traffic loading are considered for depths of cover less than 10 feet. The earth load determination is calculated using the Marston Equation which is defined with its parameters in the pipe design tables.

PIPE STRENGTH DETERMINATION
The pipe strength determination for vitrified clay pipe (VCP) is determined by calculating the computed Three-Edge-Bearing Strength as defined by •the extra strength pipe design criteria for extra strength VCP and ASTM C12 and C700. The pipe strength deter mination for reinforced concrete' pipe (RCP) is determined by calculating the computed D -Load as defined by the attached pipe design criteria for reinforced concrete pipe and ASTM C76.

REFERENCES

1. Concrete Pipe Design Manual, November 1992, American Concrete. Pipe Association.

2. Clay Pipe Engineering Manual, 1995, National Clay Pipe Institute.

3. ASTM C 12 Practice for Installing Vitrified Clay Pipe Lines.

4. ASTM C76 Specification for Reinforced Concrete Culvert, Storm Drain, and Sewer Pipe.

5. ASTM C700 Specification for Vitrified Clay Pipe, Extra Strength, Standard Strength, and Perforated.

EXHIBIT A
317

PIPE DESIGN CRITERIA FOR EXTRA STRENGTH VCP
A. General: Extra strength vitrified clay pipe shall be designed in accordance with the requirements of ASTM C 12 and ASTM C700 as applicable and as modified in this Section. The pipe bearing strength and trench section shall be as determined by the equations in paragraphs "B" through "D". The table shown for the minimum and maximum depths of cover for extra strength vitrified clay pipe for a trench condition shall be used for normal conditions. The cover requirements shown in the table are based on the maximum trench width shown in the table. If unusual conditions exist, the equations shall be used. The methodology presented herein does not address surcharge loading (e.g. buildings), embankment conditions, railroad or airport loads.

GUIDELINES FOR MINIMUM AND MAXIMUM DEPTH OF

COVER FOR EXTRA STRENGTH VITRIFIED CLAY PIPE
Nominal Pipe
Diameter (in)
Minimum Cover from
Subgrade (ft) Maximum Cover from
Final Grade (ft)
Maximum Trench
Width (in)
6 2 19 54
2 17 54
10 2 15 54
12 2 13 54
15 2 12 54
18 2 11 57
2 11 60
24 2 11 63
27 2 11 66
30 2 10 69
33 2 1 1 72
36 2 11 75
39 2 12 78
42 2 12 81

EXHIBIT A
318
B. Three-Edge-Bearing Strength Determination: The computed three-edge bearing strength shall be determined using the following equation:

Impact Factor -- Varies see paragraph “D” below
Factor of Safety -- 1.25 Minimum
Load Factor = 1.5, provided trench section
conforms to City Standard
Computed Three-Edge
Bearing Strength
𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇 𝐿𝐿𝑇𝑇𝑇𝑇𝐿𝐿 𝑥𝑥 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹 𝑇𝑇𝑜𝑜 𝑆𝑆𝑇𝑇𝑜𝑜𝑆𝑆𝑇𝑇𝑆𝑆
𝐿𝐿𝑇𝑇𝑇𝑇𝐿𝐿 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹

Total Load = Calculated Load on Pipe in
lbs/Linear foot (earth load plus live
load including impact factor, see
paragraph “D” below) Trench
Section details
Specified Three-Edge
Bearing Strength Specified Three-Edge Bearing Test
Strength in lbs/linear foot per ASTM
C700. The computed Three- Edge-
Bearing Strength shall be less than or
equal to the specified Three-Edge-
Bearing Strength
C. Earth Load Determination: The earth loads will be computed using the following Marston Equation for trench loading as applicable.

1. Trench Condition:

W
dwBd2

Where: W d = Earth load in pounds per linear foot
C d = Calculation coefficient
K u = 0.11
w = 120/ft 3 (unit weight for the fill material)
B d = Trench width at top of pipe, or “transition width,” whichever is less, feet
B f = Transition width
Use Bd if “Trench Width” is less than “Transition Width” Use Bf if “Trench Width” is greater or equal to “Transition Width”.

EXHIBIT A
319
D. For depths of cover of more than 3 feet and less than 10 feet HS-20 live load shall be included. For depths of cover of 3 feet or less, HS-20 live load and impact factors shall be as recommended by AASHTO in “Standard Specifications for Highway Bridges.”

PIPE DESIGN CRITERIA FOR REINFORCED CONCRETE PIPE
A.

General: Reinforced concrete pipe shall be designed in accordance with the requirements of ASTM C 76 as applicable and as modified in this Section. The computed D-load on the pipe and trench section shall be as determined by the equations in paragraphs "B" through "D” for trench conditions with no surcharge • loads. The table shown for minimum and maximum depths of cover for Reinforced Concrete Pipe for a trench condition shall be used for normal conditions. The cover requirements shown in the table are based on the maximum trench width shown in the table. If unusual conditions exist, the equations shall be used. The methodology presented herein does not address surcharge loading (e.g. buildings), embankment conditions, railroad or airport loads.

EXHIBIT A
320

GUIDELINES FOR MINIMUM AND MAXIMUM

DEPTH OF COVER FOR REINFORCED CONCRETE
PIPE

Nominal
Diameter
Minimum Class
Reinforced
Concrete
Minimum Cover
from Subgrade
Maximum Cover
from Final
Grade
Maximum Trench
Width. (in)
12 Class III 2.0 8 54
12 Class IV 1.5 13 54
12 Class V 1.0 20 54
15 Class III 2.0 8 54
15 Class IV 1.5 13 54
15 Class V 1.0 20 54
18 Class III 2.0 8.5 59
18 Class IV 1.5 13 59
18 Class V 1.0 21 59
24 Class III 2.0 9 66
24 Class IV 1.0 14 66
24 Class V - 21 66
30 Class III 2.0 9 73
30 Class IV 1.0 14 73
30 Class V - 21 73
.33 Class III 2.0 9 77
33 Class IV 1.0 14 77
33 Class V - 21 77
36 Class III 2.0 9 80
36 Class IV 1.0 14 80
36 Class V - 22 80
48 Class III 2.0 9 94
48 Class IV 1.0 14 94
48 Class V - 25 94

EXHIBIT A
321
B. D-Load Determination: The computed. D-load for the pipe strength shall be determined using the following equation:

Computed D-Load =
𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇 𝐿𝐿𝑇𝑇𝑇𝑇𝐿𝐿 𝑥𝑥 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹 𝑇𝑇𝑜𝑜 𝑆𝑆𝑇𝑇𝑜𝑜𝑆𝑆𝑇𝑇𝑆𝑆
𝐵𝐵𝑆𝑆𝐿𝐿𝐿𝐿𝐵𝐵𝐵𝐵𝐵𝐵 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹 𝑥𝑥 𝐼𝐼𝐵𝐵𝐼𝐼𝐵𝐵𝐿𝐿𝑆𝑆 𝑃𝑃𝐵𝐵𝑃𝑃𝑆𝑆 𝐷𝐷𝐵𝐵𝑇𝑇𝐷𝐷𝑆𝑆𝑇𝑇𝑆𝑆𝐹𝐹(𝑜𝑜𝑇𝑇) D-Load to produce
a 0.01-inch crack = Design requirements for the Class of Pipe as shown in ASTM C76. Computed Load must
be less than D-Load to produce a 0.01-inch
crack for the specified pipe class per ASTM
C76.

Total Load = Calculated Load on pipe in lbs/linear foot (earth load plus live load, including impact
factor, see paragraph “D” below”)
Impact Factor = Varies, see paragraph “D” below
Factor of Safety = 1.0 Minimum (in accordance with American Concrete Pipe Association)
Bedding Factor = 1.5 provided trench section conforms to City Standard Trench Section details
C. Earth Load Determinati
on: The earth loads will be computed using the following Marston Equation for trench or embankment loading as applicable:

1. Trench Condition
Wd = C dwBd2
Where: W d = Earth load in pounds per linear foot
Cd = Calculation coefficient
Ku = 0.11
w = 120 lbs/ft 3 (unit weight of fill material)
Bd = Trench width at top of pipe, feet
Bf = Transition width
Use Bd if “Trench Width” is less than “Transition Width” Use Bf if “Trench Width” is greater or equal to “Transition Width” D. For depths of cover more tha
n 3 feet and less than 10 feet HS-20 live load shall be included. For depths of cover of 3 feet or less, HS-20 live load and impact factors shall be as recommended by AASHTO in “Standard Specifications for Highway Bridge.

EXHIBIT A
322
XII. CITY CONSTRUCTION INSPECTION CRITERIA

CITY OF LIVERMORE CLOSED CIRCUIT TELEVISION(CCTV)

INSPECTION EQUIPMENT AND REPORTING REQUIREMENTS
The city requires the developer/contractor to provide TV inspection on their own sanitary sewer and storm drain pipelines after installation. Below are the requirements of TV inspection to provide to the contracted consultants. 1) Closed Circuit Television Equipment
a. Color camera specifically designed and constructed for CCTV inspection of sanitary and storm sewer mainline application, and capable of providing VHS format Video Tape.
b. Color camera specifically designed and constructed for CCTV inspection of sanitary and storm sewer pipeline services laterals, and capable of providing VHS format Video Tape.
c. The camera, television monitor, and other components of the video system shall be capable of producing picture quality to the satisfaction of the City, d. Videotape recordings shall include an audio commentary recorded by the inspection technician during the actual inspection work describing the parameters of the line being inspected (i.e., location, depth, diameter, pipe type), as well as describing connect ions, defects and unusual conditions observed during the inspection.
e. Video Tapes shall be labeled showing the project name, tract/project number, date, and the name of the CCTV Inspector.
2) Television Inspection Logs
a. The television inspection logs shall include any visual defects or other points of significance, such as changes of pipe materials, size, unusual conditions, etc.
b. Maps shall be attached to the report that clearly sho ws the manholes and pipes or laterals inspected. The manhole, catch basin. Field inlet, residential lot numbers shall be labeled on the map.
3) Inspection requirements
a. All mainline sanitary or storm sewer pipe inspections shall start from interior wall of manhole, catch basin, etc. to the interior wall of the next manhole, catch basin, etc.
b. All sanitary and storm sewer service lateral connections entering the mainline are to be noted.
c. All sanitary service laterals mist be CCTV from the top of riser located at the property line to the mainline, noting type of cleanout installed.

EXHIBIT A
323
d. Storm laterals entering the mainline must be inspected from the interior surface of their point of origination, i.e. catch basin, field inlet, etc.

The Modified Iowa Formula
∆𝑋𝑋 =
[𝐷𝐷𝐿𝐿 ∗ 𝐾𝐾𝐵𝐵 ∗ �𝑊𝑊𝐸𝐸 + 𝑊𝑊𝐿𝐿
𝐷𝐷𝐿𝐿
� ∗ 𝑟𝑟3]
𝐸𝐸𝐸𝐸 + 0.061𝐸𝐸𝑟𝑟3
Where ∆𝑋𝑋 = The predicted horizontal deflection or change in diameter (in.).

DL = The deflection lag factor, which adjusts initial deflection to consider consolidation of the soil load and the soil modulus over time. When the soil prism load is used, DL=1.0, since the maximum load on the pipe after full soil consolidation is the prism load. When the soil prism load is not used a design value between 1.25 to 1.50 should be used.

KB = The Bedding constant which accounts for variability of haunch compaction is dependent upon the angle subtended by the pipe bedding.

WE = Earth load on pipe (pounds per linear inch)
WL = Live load on pipe (pounds per linear inch)
r = Mean radius of the pipe (in.)
E = Modulus of elasticity of the pipe material (psi) I = Moment of inertia of the pipe wall per unit length (t3/12) (in3) t = Pipe wall thickness (in.)
E’ = Modulus of soil reaction. This is the long-term effective stiffness of the soil and embedment in resistance to deformation (psi)

Many plastic pipe types (e.g. PVC, HDPE, and ABS) incorporate the design parameter pipe stiffness (PS) into the Modified Iowa formula. PS is measured, according to ASTM D 2412, "Standard Test Method for External Loading Properties of Plastic Pipe by Parallel-Plate Loading, " at a datum of 5 percent deflection. Incorporating PS into the Modif ied Iowa formula shown above the following equation results:
∆%
𝐷𝐷 = 𝐷𝐷𝐿𝐿 ∗ 𝐾𝐾𝐵𝐵 ∗ [𝑊𝑊𝐸𝐸 + 𝑊𝑊𝐿𝐿] ∗ 100

0.149𝑃𝑃𝑃𝑃 + 0.061𝐸𝐸′

EXHIBIT A
324
Where: WE = The soil prism load, in psi, equal to the weight of soil over the pipe. The Value is equal to the unit weight of soil (pcf) times the depth of cover (ft), divided by 144 in2/ft2.

W L = Live loads, in psi.

PS = Pipe stiffness, in psi. Minimum pipe stiffness is Measured in accordance with ASTM standards, determined by the parallel plate loading test at 5% deflection (ASTM D 2412) or calculated from manufacturer’s data.

∆%/D = Percent Deflection
D = Outside pipe diameter (in.)

Design parameters unique to each pipe material are shown on each pipe design table worksheet and discussed as appropriate in footnote

EXHIBIT A
325

CORRUGATED POLYETHYLENE NONPRESSURE PIPE (TYPE S HOPE)
SECTION 02631

DESIGN TABLES

Pipe Size
(in)
PS5
(psi)
Minimum
Pipe Cover8 (ft)
Maximum
Pipe Cover9 (ft)

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
326

PVC COMPOSITE SEWER PIPE (TRUSS PIPE)
SECTION 02533

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi) 4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5%7
Minimum and Maximum Pipe Cover

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade
Pipe Size
(In) PS5 Minimum
Pipe Cover8
Maximum
Pipe cover9

EXHIBIT A
327

ABS COMPOSITE SEWER PIPE (TRUSS PIPE)
SECTION 02533

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi) 4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7

Minimum and Maximum Pipe Cover

Pipe
Size (In)
PS5
(psi)
Minimum
Pipe Cover8
Maximum
Pipe Cover9

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
328

ABS NONPRESSURE PIPE
SECTION 02534

DESIGN TABLES

Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant) 2
WE (Dead Load=Soil Prism Load)3
Soil Density = 120 pcf 2
WL (Live Load, psi) 4
E’ = 400 psi (Modulus of Soil Reaction) 6
Max Deflec = 5% 7

Minimum and Maximum Pipe Cover

Size
SDR
PSS
Minimum
Pipe Covere
Maximum
Pipe Covers
4 4
6 6
35 23.5
35 23.5
45 150
45 150

2.5 2.5

2.5 2.5
19 29
19 29

2. Value estimated based upon the City of Livermore standard trench detail.

6. E’ value based on a CL type soil (stiff clay) with a liquid limit less than 50 and moderate compaction (85-95% Proctor).

E' value taken from Table 9-10 (Bureau of Reclamation Average Values E' for Iowa formula) of ASCE- Manuals and Reports on Engineering Practice No. 60.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade

EXHIBIT A
329

SMALL PVC NONPRESSURE PIPE
SECTION 02534

DESIGN TABLES
Design Variables (Flexible Pipe Design)l
DL = 1.0 (Deflection Lag Factor)
KB = 0.096 (Bedding Constant)2
WE (Dead Load=Soil Prism L oad)3
Soil Density = 120 pcf2
WL (Live Load, psi)4
E’ = 400 psi (Modulus of Soil Reaction)6
Max Deflec = 5% 7
Minimum and Maximum Pipe Cover
SDR
pss•
Minimum
Pipe Covere
Maximum
Pipe Cover9
NOTES

2. Value estimated based upon the City of Livermore standard trench detail.

7. Deflection Criteria per Section A. 1.1.3 of AWWA C900.

9. Measured from finished grade.

EXHIBIT A
330

DUCTILE IRON PIPE
SECTION 05060

DESIGN TABLES

Notes

2. Value estimated based upon City of Livermore standard trench detail.

3. These tables design for the soil prism load over the pipe (unit weight of soil (pcf) times the depth of cover (ft) divided by 144).

6. As Recommended by AWWA C150.

7. NA- Pipe thickness not available in this pipe diameter.

8. Dash means that design parameters do not allow the use of this pipe thickness.

9. Minimum cover measured from top of subgrade. Minimum value is calculated value based upon equations and methodology presented herin. It is not recommended that pipe cover be less than 30 inches unless special circumstances exist and a thorough analysis is performed verifying the structural integrity of the pipe. Maximum cover measured from finished grade.

10. Value provided by the Ductile Iron Pipe Research Association based upon a Type 4 trench condition which closely simulates the City of Livermore’s standard trench detail

EXHIBIT A
331

RIGID PIPE DESIGN

Pipe Type Specification Section
I . Vitrified Clay Pipe 02536

2. Reinforced Concrete Pipe 02632

DESIGN TABLES
The attached design tables for vitrified clay and reinforced concrete pipe are to be used for general design purposes only.

It should also be noted that the design tables do not include surcharge loads such as building foundations, embankments, adjacent railroads, airport loads and high groundwater. HS-20 live Loads due to traffic loading are considered for depths of cover less than 10 feet. The earth load determination is calculated using the Marston Equation which is defined with its parameters in the pipe design tables.

REFERENCES

1. Concrete Pipe Design Manual, November 1992, American Concrete. Pipe Association.

2. Clay Pipe Engineering Manual, 1995, National Clay Pipe Institute.

3. ASTM C 12 Practice for Installing Vitrified Clay Pipe Lines.

4. ASTM C76 Specification for Reinforced Concrete Culvert, Storm Drain, and Sewer Pipe.

5. ASTM C700 Specification for Vitrified Clay Pipe, Extra Strength, Standard Strength, and Perforated.

EXHIBIT A
332

PIPE DESIGN CRITERIA FOR EXTRA STRENGTH VCP

A. General: Extra strength vitrified clay pipe shall be designed in accordance with the requirements of ASTM C 12 and ASTM C700 as applicable and as modified in this Section. The pipe bearing strength and trench section shall be as determined by the equations in paragraphs "B" through "D". The table shown for the minimum and maximum depths of cover for extra strength vitrified clay pipe for a trench condition shall be used for normal conditions. The cover requirements shown in the table are based on the maximum trench width shown in the table. If unusual conditions exist, the equations shall be used. The methodology presented herein does not address surcharge loading (e.g. buildings), embankment conditions, railroad or airport loads.

GUIDELINES FOR MINIMUM AND MAXIMUM DEPTH OF

EXHIBIT A
333
B. Three-Edge-Bearing Strength Determination: The computed three-edge bearing strength shall be determined using the following equation:

1. Trench Condition:

W
dwBd2

EXHIBIT A
334
D. For depths of cover of more than 3 feet and less than 10 feet HS-20 live load shall be included. For depths of cover of 3 feet or less, HS-20 live load and impact factors shall be as recommended by AASHTO in “Standard Specifications for Highway Bridges.”

PIPE DESIGN CRITERIA FOR REINFORCED CONCRETE PIPE
A. General: Reinforced concrete pipe shall be designed in accordance with the requirements of ASTM C 76 as applicable and as modified in this Section. The computed D-load on the pipe and trench section shall be as determined by the equations in paragraphs "B" through "D” for trench conditions with no surcharge • loads. The table shown for minimum and maximum depths of cover for Reinforced Concrete Pipe for a trench condition shall be used for normal conditions. The cover requirements shown in the table are based on the maximum trench width shown in the table. If unusual conditions exist, the equations shall be used. The methodology presented herein does not address surcharge loading (e.g. buildings), embankment conditions, railroad or airport loads.

EXHIBIT A
335

GUIDELINES FOR MINIMUM AND MAXIMUM

DEPTH OF COVER FOR REINFORCED CONCRETE
PIPE

EXHIBIT A
336
B. D-Load Determination: The computed. D-load for the pipe strength shall be determined using the following equation:

Computed D-Load =
𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇 𝐿𝐿𝑇𝑇𝑇𝑇𝐿𝐿 𝑥𝑥 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹 𝑇𝑇𝑜𝑜 𝑆𝑆𝑇𝑇𝑜𝑜𝑆𝑆𝑇𝑇𝑆𝑆
𝐵𝐵𝑆𝑆𝐿𝐿𝐿𝐿𝐵𝐵𝐵𝐵𝐵𝐵 𝐹𝐹𝑇𝑇𝐹𝐹𝑇𝑇𝑇𝑇𝐹𝐹 𝑥𝑥 𝐼𝐼𝐵𝐵𝐼𝐼𝐵𝐵𝐿𝐿𝑆𝑆 𝑃𝑃𝐵𝐵𝑃𝑃𝑆𝑆 𝐷𝐷𝐵𝐵𝑇𝑇𝐷𝐷𝑆𝑆𝑇𝑇𝑆𝑆𝐹𝐹(𝑜𝑜𝑇𝑇) D-Load to produce
a 0.01- inch crack = Design requirements for the Class of Pipe as shown in ASTM C76. Computed Load must
be less than D-Load to produce a 0.01-inch
crack for the specified pipe class per ASTM
C76.

C. Earth Load Determination: The earth loads will be computed using the following Marston Equation for trench or embankment loading as applicable:

1. Trench Condition
W
d = C dwBd2

Where: W
d = Earth load in pounds per linear foot
C d = Calculation coefficient
K u = 0.11
w = 120 lbs/ft 3 (unit weight of fill material)
B d = Trench width at top of pipe, feet
B f = Transition width
Use Bd if “Trench Width” is less than “Transition Width” Use Bf if “Trench Width” is greater or equal to “Transition Width”

D. For depths of cover more than 3 feet and less than 10 feet HS-20 live load shall be included. For depths of cover of 3 feet or less, HS-20 live load and impact factors shall be as recommended by AASHTO in “Standard Specifications for Highway Bridges”.

EXHIBIT A
337

CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution approving exceptions to the Livermore Municipal Code bidding requirements, authorizing issuance of a purchase order in an amount not-to-exceed $813,345 for Contech Engineered Solutions, LLC, and authorizing issuance of a purchase order in an amount not-to-exceed $653,136 for StormTrap, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:
1 .

Approving an exception to the bidding requirement contained in Livermore Municipal Code Section

2.68.360.C2 because there is a compelling and justifiable reason, such as product standardization, to procure the required goods or services from a particular consultant, contractor, or vendor; 2 .

Approving an exception to the bidding requirement contained in Livermore Municipal Code Section

2.68.360.C1 because the supplies and equipment can only be obtained from one consultant, contractor, or vendor due to the proprietary, specialized, or unique character of the required goods or services;
3 .

Authorizing the City Manager to execute a purchase order in an amount not-to exceed $813,345 for Contech Engineered Solutions, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25; and
4 .

Authorizing the City Manager to execute a purchase order in an amount not-to exceed $653,136 for StormTrap, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25.

SUMMARY
To complete the Storm Drain Trash Capture Project 2024-25, the City of Livermore (City) will need to purchase and install large full trash capture devices at various locations throughout the city. Staff recommends that the City Council approve the sole source purchase of three custom DSBB and one DSBB 8-16 trash capture devices from Contech Engineered Solutions, LLC (Contech), and three TrashTrap Fixed Basket Custom Vaults from StormTrap, LLC (StormTrap).

338
Contech provided the large-scale trash capture devices that were installed in past capital improvement projects in this series. This familiarity has allowed City maintenance staff to become proficient in the operation and maintenance of these devices, which will save the City money on additional training and tools for device maintenance.

The TrashTrap device from StormTrap is uniquely designed and is the only device that staff determined can fit the site constraints for two of the locations identified for the installation of large-scale trash capture devices.

DISCUSSION
To comply with the Regional Water Quality Control Board’s Regional Stormwater Permit requirement of 100% trash reduction by the June 30, 2025 deadline, the City must install eight large-scale trash capture devices as part of the Storm Drain Trash Capture Project 2024-25.

During the design development, City staff and the design consultant, both with extensive experience in trash capture projects, identified the need for specific large-scale devices. They selected DSBB devices from Contech and TrashTrap Fixed Basket devices from StormTrap.

In previous capital improvement projects, Contech supplied the large-scale trash capture devices that were integrated into the City's storm drain system. These devices have performed well and the maintenance team is already familiar with their operation and upkeep. This familiarity will save the City money on additional training and tools needed for maintenance that would be required if a different supplier were chosen.

The City's design consultant, experienced in trash capture projects, and City staff received a quote from a supplier offering a similar product. They found that the Contech devices were more cost-effective than comparable devices from the other supplier, and the price quoted was fair and reasonable.

Section 2.68.360.C2 of the Livermore Municipal Code provides exceptions to the bidding procedure for procurements available from multiple sources if there is a compelling and justifiable reason, such as product standardization, to procure the required goods or services from a specific consultant, contractor, or vendor.

One installation site on Southfront Road was chosen due to its unique location, allowing the City to capture and treat a portion of Caltrans’ stormwater runoff along with a significant portion of the City’s runoff. This led to a Cooperative Implementation Agreement (CIA) with Caltrans, resulting in approximately $1.4 million in reimbursement funding for installing a device in this area. The TrashTrap Fixed Basket Custom Vault was identified as the only device that can correctly fit this location. Two TrashTrap devices will be installed at this location directly next to each other.

A second proposed location along Portola Avenue was selected, where existing City utilities necessitated choosing a device that can fit the space. The TrashTrap Fixed Basket Custom Vault was again found to be the only suitable option.

The City's design consultant, experienced in trash capture projects, and City staff reviewed the quote provided by StormTrap, compared it to recent prices for similar devices, and deemed it a fair and reasonable price for a large-scale full trash capture device. 339

Section 2.68.360.C1 of the Livermore Municipal Code allows exceptions to the bidding procedure if procurements can only be obtained from one consultant, contractor, or vendor due to the proprietary, specialized, or unique character of the required goods or services.

Contech and StormTrap will not be doing any installation or construction. Construction and installation will be performed by a competitively bid contactor.

FISCAL AND ADMINISTRATIVE IMPACTS

The Storm Drain Trash Capture Project 2024-25 is funded in the 2023-2028 Capital Improvement Plan with Storm Water and Storm Drain Fees. The current budget covers this purchase.

COMMUNITY PILLAR

5: A City That Works

GOAL CATEGORY

14. Develop, operate and maintain the City's infrastructure.

ATTACHMENTS

1. Vicinity Map

2. Resolution

Prepared by: Jarrett Rasmussen
Associate Civil Engineer

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
340
Site Map - Storm Drain Trash Capture 202425
This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions.
48,843
Livermore IT, GIS Services
8,140.5
1:NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet8,140.50 Notes4,070.27
341
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING AN EXCEPTION TO THE LIVERMORE MUNICIPAL CODE

BIDDING REQUIREMENTS, AND AUTHORIZING ISSUANCE OF A PURCHASE ORDER IN AN AMOUNT NOT-TO-EXCEED $813,345 FOR CONTECH ENGINEERED SOLUTIONS, LLC

AND AUTHORIZING ISSUANCE OF A PURCHASE ORDER IN AN AMOUNT NOT-TO- EXCEED $653,136 FOR STORMTRAP, LLC FOR FULL TRASH CAPTURE DEVICES AS PART OF THE STORM DRAIN TRASH CAPTURE PROJECT 2024-25
(Storm Drain Trash Capture Project 2024-25)
To complete the Storm Drain Trash Capture Project 2024-25, the City of Livermore (City) will need to purchase and install eight large full trash capture devices at various locations throughout the City.

Contech Engineered Solutions, LLC (Contech) provided the large-scale trash capture devices that were installed in past capital improvement projects in this series, which has allowed City maintenance staff to become familiar with the operation and maintenance of these devices, which will save the City money on additional training and tools for device maintenance.

City Staff recommends the City Council approve a sole source purchase of three Custom DSBB and one DSBB 8-16 trash capture devices from Contech. Section

2.68.360.C2 of the Livermore Municipal Code (LMC) provides exceptions to the bidding procedure for procurements available from multiple sources if there is a compelling and justifiable reason, such as product standardization, to procure the required goods or services from a specific consultant, contractor, or vendor.

The TrashTrap device from StormTrap, LLC (StormTrap), is uniquely designed and is the only device determined by staff to be able to fit the site constraints for two of the locations identified for the installation of large-scale trash capture devices. Installing devices in these locations allows for a higher amount of trash capture and maintenance efficiency. City Staff recommends the City Council approve a sole source purchase of three TrashTrap Fixed Basket Custom Vaults from StormTrap. Section 2.68.360.C1 of the LMC allows exceptions to the bidding procedure if procurements can only be obtained from one consultant, contractor, or vendor due to the proprietary, specialized, or unique character of the required goods or services.

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

1. Approves an exception to the bidding requirement contained in LMC section

2.68.360.C2 because there is a compelling and justifiable reason, such as product standardization, to procure the required goods or services from a particular consultant, contractor, or vendor;
342
2 RESOLUTION NO. ________

2. Approves an exception to the bidding requirement contained in LMC section

3. Authorizes the City Manager to execute a Purchase Order, in an amount not- to- exceed $813,345, for Contech Engineered Solutions, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25; and

4. Authorizes the City Manager to execute a Purchase Order, in an amount not- to- exceed $653,136 for StormTrap, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25.

5. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution.

On motion of Council Member _________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on March 24, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Tara Mazzanti _________ Deborah L. Elam Tara Mazzanti
City Clerk Senior Assistant City Attorney
343

CITY COUNCIL STAFF REPORT
ITEM NO. 5.5

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Resolution authorizing the approval of Altamont Settlement Agreement Education Advisory Board's $628,665 Expenditure Plan for FY 2025-26

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution approving the Altamont Settlement Agreement Education Advisory Board's $628,665 Expenditure Plan for FY 2025-26.

SUMMARY
In 1999, the Settlement Agreement between and among the County of Alameda, the City of Livermore, the City of Pleasanton, Sierra Club, Northern California Recycling Association (NCRA), Altamont Landowners Against Rural Mismanagement and Waste Management of Alameda County, Inc. (Altamont Settlement Agreement) was ratified by the named parties.

The Altamont Settlement Agreement provides for the collection of a per-ton fee from the Altamont Landfill and Resource Recovery Facility (ALRRF) for impacts on the communities due to expansion of the landfill. The Altamont Settlement Agreement also created the Altamont Settlement Agreement Education Advisory Board (EAB) to oversee funds generated by the surcharge. The EAB solicits competitive grants from applicants that plan to implement recycling and environmental awareness programs.

The proposed FY 2025-26 Expenditure Plan in Exhibit A to the resolution outlines the EAB's recommended grant awards and expenditures. City Council approval of the Expenditure Plan totaling $628,665 is required per the terms of the Altamont Settlement Agreement.

DISCUSSION
In 1999, the County of Alameda, the cities of Livermore and Pleasanton, the Sierra Club, NCRA, and Altamont Landowners Against Rural Mismanagement entered into an agreement with Waste Management of Alameda County, Inc. This agreement, known as the Altamont Settlement Agreement, created the Altamont Settlement Agreement Education Advisory Board, or EAB. The EAB convenes monthly and has five voting members. Two members are appointed by the Northern California Recycling Association, one member is the Environmental Education appointee on the Alameda County Source 344
Reduction and Recycling Board, and the Livermore City Council and the Pleasanton City Council each appoint one member. The Livermore City Council appointed Fenna Gatty, a science teacher at Altamont Creek Elementary School, as the Livermore representative on the EAB. The Pleasanton City Council position is currently vacant.

The Altamont Settlement Agreement stipulates that a surcharge be collected to create an Education Account to support recycling education programs and job training in the field of waste prevention and recycling and to mitigate the impacts of the landfill operations on the affected community. The $0.47 per ton surcharge on incoming waste at both Waste Management's Altamont landfill and the $0.46 per ton surcharge from Republic's Vasco Road landfill generates approximately $600,000 per year and has an account balance of approximately $1,000,000 as of December 31, 2024. Funds are collected from the landfills by the Alameda County Treasurer. The Alameda County Treasurer then transfers the annual allocation to the City of Livermore and will continue to do so indefinitely. The EAB recognizes the City of Livermore for its efforts and administrative support consistent with section 7.6.2 of the Settlement Agreement by providing up to 2% of the annual receipts to the City for administrative costs. The EAB also works with an independent contractor to provide administrative support and process dispersal of funds to grant recipients.

The EAB creates an Annual Report to detail the prior year grant funded programs and also compiles an annual Expenditure Plan by April 1 each year. Per the terms of the Altamont Settlement Agreement, the Expenditure Plan must be approved by each voting member agency's governing body. Therefore, the Livermore City Council must approve the Expenditure Plan prior to disbursement of the FY 2025-26 grant funds. Approval will also be sought from the Pleasanton City Council, The Northern California Association Board of Directors, and the Alameda County Board of Supervisors.

On January 7, 2025 the EAB unanimously approved the proposed FY 2025-26 Expenditure. The proposed Expenditure Plan outlines the funding needs and objectives, the EAB initiated projects, and administration costs paid to the City of Livermore. The proposed Expenditure Plan also notes that unexpended funds from previous years will be carried over and, if necessary, applied to the FY 2025-26 grant year. The current unexpended fund balance is approximately $25,000.

For FY 2025-26 the EAB is proposing the following schedule for disbursement of funds, totaling $625,665:

$5,000 for EAB communications, website
$135,000 in mini-grants
$286,000 in project grants
$50,000 in EAB Board initiated projects
$110,040 in multi-year grants
$0 for landfill mitigation projects
$30,000 for staff support
$12,625 for Livermore financial management and administrative support.

Staff is recommending that the City Council adopt a resolution approving the $628,665 Expenditure Plan for FY 2025-26, as required per the Altamont Settlement Agreement. The 2024 Annual Report that outlines the previous years grant awards can be found in Attachment 1.

FISCAL AND ADMINISTRATIVE IMPACTS
345

There is no impact to the General Fund. The EAB will provide the City with $12,625 for costs associated with the financial and administrative support of the EAB.

COMMUNITY PILLAR

3. Environmental Stewardship

GOAL

2: Manage the City's solid waste contract and develop and implement the City's recycling program ensuring compliance with state and local regulation.

ATTACHMENTS

1. 2024 Annual Report

2. Resolution

3. Exhibit A - 2025 Expenditure Plan

Prepared by: Kathy Hughes
Administrative Assistant

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
346

ATTACHMENT 1

EDUCATION ADVISORY BOARD
Altamont Landfill Settlement Agreement
2024 Annual Report
NCRA
Chair
Ruth Abbe
City of Livermore
Vice-chair
Fenna Gatty
City of Pleasanton
Vacant
NCRA
Devin Jackson
Alameda County
Recycling Board
Eric Havel
Board Assistant
Lauren Jenkins
Background
In 1999, the cities of Livermore and Pleasanton, the Sierra Club and the Northern California Recycling Association (NCRA) entered into a settlement agreement with Alameda County and Altamont Landfill. The Altamont Landfill Settlement Agreement created the Altamont Education Advisory Board to propose allocation of funds in the Education Account for recycling education programs, job training in the field of waste prevention and recycling and mitigating the impacts of the landfill operations in the affected community. Funds generated from the $0.47 and $0.46 per ton surcharge amount to approximately $600,000 annually.

There are five voting members on the Education Advisory Board: one appointed by the Livermore City Council; one appointed by the Pleasanton City Council; two appointed by NCRA; and the Alameda County Recycling Board’s Environmental Educator.

The role of the Education Advisory Board is to annually propose the allocation of funds from the Education Account by submitting an Expenditure Plan by April 1 of each year. Concurrence of Alameda County, the cities of Livermore and Pleasanton, and NCRA on the Expenditure Plan is necessary before funds are allocated.

Funds are collected from the Altamont Landfill by the Alameda County Treasurer. The County then remits the annual allocation to the agency administering the funds (07-08 City of Pleasanton, 08-13 and out years, City of Livermore) for disbursal to grant recipients.
2024 Activities
The 2024 Expenditure Plan was approved by each of the parties in the spring of 2024. The Expenditure Plan proposed the following allocations:

Board Communications, website $5,000
Mini-Grants $135,000
Project Grants $286,000
Board Initiated Project Grants $50,000
Multi-Year Grants $114,000
ALARM mitigation projects $0
Staff Support $30,000
Fund management & support $11,220
TOTAL $631,220
Based on the allocation established by the Expenditure Plan, the Education Advisory Board released a Request for Grant Applications for mini-grants, project grants, board initiated project grants and multi-year grants pursuant to the guidelines established in the settlement agreement.

Mini-grants
The Education Advisory Board awarded 28 Mini-Grants for projects meeting the grant criteria, as follows:

Mini-Grant #: 24-01 BUSD Farm and Garden Program at Sylvia Mendez, Composting and Climate Change, Berkeley, West County, $2,444.46 - Funds will be used to help students understand why it is beneficial to compost food waste and divert it from the traditional waste stream by creating a pilot project, developed in conjunction with the elementary science teachers throughout Berkeley Unified’s farm and gardening program.

Mini-Grant #: 24-02 Castro Valley Sanitary District, Zero Waste Book & Movie Donation to Castro Valley Library-Part Two, Castro Valley, West County, $2,418.00 - Funds will be used to purchase and donate zero waste and waste reduction-related books for the Castro Valley Library, thus providing a learning opportunity for the students and changing the culture and behavior of waste prevention and recycling in the community.
347

ATTACHMENT 1
Mini-Grant #: 24-03 Community Action for a Sustainable
Alameda., CASA Youth Social Media Internship, Alameda, West County, $5,000.00 - Funds will be used to provide stipends for four teens over 7-12 months, while also supplementing Ms. Robinson’s time, to foster youth leadership and drive a sustainable change in the community regarding food waste diversion, home composting advocacy, recycling initiatives and public three-stream awareness campaigns.

Mini-Grant #: 24-04 Resilience Birthright Inc., Resilience Go- Green Alameda County, Alameda, West County, $5,000.00 - Funds will be used to provide comprehensive environmental education resources to K-12 students through classroom visits, special K-2 programming and K-12 assemblies and presentations.

Mini-Grant #: 24-05 Forestr.org, Gleaning: Courses on Food Waste Prevention, Castro Valley, West County, $5,000.00 - Funds will be used to increase public knowledge about the existence of excess, fresh local produce and the issue of food waste, while also broadening the practice of gleaning to prevent waste; develop and distribute educational resources, alongside practical training for gleaning leaders and their teams; enhance the scope of the complimentary gleaning services; offer part-time environmentally friendly job opportunities.

Mini-Grant #: 24-06 KIDS for the BAY, Blue Watershed Classrooms Program, Berkeley, West County, $5,000.00 - Funds will be used to provide the Blue Watershed Classrooms Program to support teachers from under-resources elementary schools by focusing on changing the school culture and behaviors around waste prevention and will promote recycling and practicing the Five Rs in partner school communities.

Mini-Grant #: 24-07 Canyon Meadows Homeowners Association, Canyon Meadows Composting & Recycling Expansion, Pleasanton, East County, $5,000.00 - Funds will be used to purchase 6 composting bins to service the entire condominium community as well as providing educational content to the adults and children in the community on proper usage at events such as Community Earth Day, neighborhood block parties and literature and signage.

Mini-Grant #: 24-08 Resilience Birthright Inc., The Story of CARP, Alameda, West County, $5,000.00 - Funds will be used to produce a 3-minute short film aimed at simplifying and explaining the City of Alameda’s Climate Action and Resiliency Plan (CARP) for the general public.

Mini-Grant #: 24-09 Spokeland, Spokeland Program Expansion, Oakland, West County, $5,000.00 - Funds will be used to supplement existing funding for four main programs: Mechanic Mentor, Do-It-Together, Self-Service and Bike Build programs. The 4 programs offer educational opportunities for the students and the community, promote waste prevention and recycling culture, and provide steppingstones for students who wish to pursue careers in waste prevention and recycling.

Mini-Grant #: 24-10 Cecelia Mosher-Clark, Sew what you using?, Oakland, West County, $5,000.00 - Funds will be used to support weekly workshops that provides community access to sewing machines, recycled materials and instructional guidance in maintaining sewing machines and utilizing recycled materials in soft goods/textile design.

Mini-Grant #: 24-11 King Middle School, Zero Food Landfill at King Middle School by 2025/26, Berkeley, West County, $5,000.00 - Funds will be used to develop a pilot program for multiple processes that can achieve virtually Zero Food Waste at King Middle School by 2025/26.

Mini-Grant #: 24-12 Fixit Clinic, Teen Repairing at Asian Branch Library, Berkeley, West County, $5,000.00 - Funds will be used to hold teen-oriented repair programming at the Asian Branch Library of the Oakland Public Library.

Mini-Grant #: 24-13 Fixit Clinic, Hayward Library Fixit Clinics, Berkeley, West County, $5,000.00 - Funds will be used to hold two Saturday “big production” Fixit Clinics at the Hayward Main Library as a mechanism for seeding an ethos of “Always There Repair” throughout Hayward, neighboring cities, and Alameda County county-wide. 2024 Funding Allocation
Total Allocations for 2024 were as follows:

Board Communications, website $ 5,000.00
Mini-Grants $127,417.46
Project Grants $293,526.00
Multi-Year Grants (Year 1) $ 50,000.00 Multi Year Grants (Year 2). $ 63,835.00 Multi Year Grants (Year 3). $ 50,000.00 Board Initiated Project Grants $0 ALARM mitigation projects
$0
Staff Support $ 30,000.00 Fund management & support $ 11,220.00
Total 2024 Expenditures $639,998.46
348

ATTACHMENT 1
Mini-Grant #: 24-14 Cecelia Mosher-Clark, SoftWEAR at Hardware/SoftWEAR Hack Night, Oakland, West County, $5,000.00 - Funds will be used to host a weekly event at Sudo Room assisting participants with fixing sewing machines and repairing textiles and soft goods, every Tuesday.

Mini-Grant #: 24-15 Waterside Workshops, Street Level Cycles Internship, Berkeley, West County, $5,000.00 - Funds will be used to benefit the bicycle education and reuse program, including a retail bicycle shop, bike repair service and community open shop.

Mini-Grant #: 24-16 Local Ecology and Agriculture Fremont (LEAF), Urban Garden Education Center: Building healthy soil and communities, Fremont, West County, $5,000.00 - Funds will be used to focus on soil health and composting to produce a thriving garden that localizes the food supply chain, waste reduction efforts, and composting as well as setting the foundation for educational programs in soil science.

Mini-Grant #: 24-17 Alameda Point Collaborative, New Bins for Better Waste Prevention, Recycling and Composting Programs, Alameda, West County, $5,000.00 - Funds will be used to roll-out an education program that includes newsletters, posters and signage that will help educate the community to help minimize the amount of waste ending up in a landfill as well as host weekly breakfast meetings and a monthly community meeting for residents.

Mini-Grant #: 24-18 Ecology Center, Reusable Foodware Educational Campaign, Berkeley, West County, $5,000.00 - Funds will be used to educate East Bay community members on the negative impacts of single use disposable foodware use by using both digital and in-person outreach through social media, blogs and/or op-eds, table at local events and at least one event solely dedicated to the topic.

Mini-Grant #: 24-19 Collective Resilience, Zero Waste at Resilience Hubs and Spaces, Santa Rosa, West County, $4,000.00 - Funds will be used to compile online resources focused on waste reduction, provide a waste audit and funding for new waste reduction infrastructure for at least two sites developing as resilience hubs and to share about waste reduction at resilience hubs with new audiences.

Mini-Grant #: 24-20 Lincoln Middle School, Green Leadership Club, Alameda, West County, $5,000.00 - Funds will be used to fund teacher time for a new lunchtime schoolwide Green leadership Club as well as a stipend for staff time and a stipend for an assistant teacher to co-lead.

Mini-Grant #: 24-21 urban university, Single Moms Sewing Project, Oakland, West County, $5,000.00 - Funds will be used to support a 12-week job training component that creates community awareness of the impact of fashion on the environment, mitigates the impact of landfill operations through the upcycling of clothing textiles into new consumer products, and offer the City of Oakland a community-based solution.

Mini-Grant #: 24-22 Community Action for a Sustainable Alameda, Alameda Reusables To Go Expansion #1, Alameda, West County, $4,875.00 - Funds will be used to pilot to more cafes and Boba shops throughout Alameda to expand the project using the same technology to include reusable food ware and catering packs.

Mini-Grant #: 24-23 Community Action for a Sustainable Alameda, Alameda Reusables To Go Expansion #2, Alameda, West County, $4,680.00 - Funds will be used to pilot to more cafes and Boba shops throughout Alameda and to expand the project using the same technology to include reusable food ware and reusable hot cups and cold cups.

Mini-Grant #: 24-24 Bay Area Redwood, Reclaimed Wood Compost Bins for Altamont Summer Concert Series, Hayward, West County, $5,000.00 - Funds will be used to design, supply materials and fabricate 10 reclaimed wood bins to be used in the Vasco Row Commercial Zone in the City of Livermore.

Mini-Grant #: 24-25 Wee Poets, Wee Poets, Berkeley, West County, $3,000.00 - Funds will be used to produce 2, 30-minute videotapes about recycling to spread the word about recycling to millions of children and adults.

Mini-Grant #: 24-26 Mission San Jose High School-Special Education Department, Composting in our Classrooms, Fremont, West County, $5,000.00 - Funds will be used to develop a composting program to help reduce green waste in the school by composting kitchen and cooking scraps in the classroom.

Mini-Grant #: 24-27 St. Bartholomew’s Episcopal Church, Revitalization of the Big Heart Garden, Livermore, East County, $3,000.00 - Funds will be used to fund stipends and provide education to the volunteers that provide food weekly to approximately 120 individuals.
349

ATTACHMENT 1
Mini-Grant #: 24-28 Tri-Valley Haven, Support for Tri-Valley Haven’s Food Pantry Grocery Rescue Program, Livermore, East County, $3,000.00 - Funds will be used to pay for additional hours to a dedicated staff driver that assists with the grocery reuse program by picking up recovered food six days a week from at least nine grocery stores. The driver will be able to increase staff hours to 200 more hours a year, thus increases the food distributed to families in need.

The total 2024 Expenditure Plan budget of $135,000 for Mini-Grants was approved by the Board along with the option to carry over all unexpended funds from previous grant years and expend if necessary. A total of $127,417.46 in Mini-Grants was approved.

Project Grants
The Education Advisory Board awarded 12 Project Grants to the following projects:

Project Grant #: 24-29 Oakland Unified School District, Special Staffing Support: Compost & Food Systems for OUSD Schools, Oakland, West County, $20,000.00- Funds from this grant will be used to cover part of the salary of the Garden & Compost Specialist at Oakland Unified School District. The new staff member that will be hired for this project will contribute to The Center’s work on key issues related to composting & waste reduction, garden cultivation, and TK-12 youth education and career exposure on these subjects.

Project Grant #: 24-30 Rebuilding Together East Bay North (RTEBN), ECO (Estate Clean Out), Berkeley, West County, $27,000.00- Funds from this grant will be used to address the critical challenges surrounding waste diversion of household goods for reuse and access to employment for marginalized individuals.

Project Grant #: 24-31 Fixit Clinic, County-wide Chromebook Rescue, Berkeley, West County, $15,450.00- Funds from this grant will be used to assist Alameda County schools and school districts in keeping Chromebooks in service in the communities by teaching and empowering students to convert Chromebooks into general purpose computers.

Project Grant #: 24-32 Center for Environmental Health (CEH), The Road to Reusables, Oakland, West County, $30,000.00- Funds from this grant will be used to target schools in Alameda County to provide education and implementation resources that promote reusables, prevent waste in both food and food ware, and ideally implement reusables that can be effectively recycled at the end of their life.

Project Grant #: 24-33 The East Bay Depot for Creative Reuse, Castoffs to Classrooms-Continued, Oakland, West County, $27,000.00- Funds from this grant will be used to educate businesses and manufacturers on responsible disposable of discarded materials; to divert reusable materials from the landfill by collecting discarded items from businesses and manufacturers; to provide reusable materials to educators at low-or-no-cost; to teach educators the many ways reuse can be incorporated into their classrooms, and provide a physical space for reuse and repair workshops.

Project Grant #: 24-34 Berkeley Public Schools Fund, Waste Themed Climate Action Projects in BUSD Climate Literacy, Berkeley, West County, $23,000.00- Funds from this grant will be used to support classroom projects that actively engage students in waste diversion and reduction in K-8 schools in BUSD; collaborate between the Sustainability Department (maintenance and facilities) and Climate Literacy (Education Services) can be a successful holistic approach to whole school sustainability.

Project Grant #: 24-35 The Go Green Initiative, Delivering in Hayward Unified School District (AB 341, 1826 and SB 1383), Pleasanton, East County, $40,000.00- Funds from this grant will be used to continue its work with Hayward Unified School District and deliver on the progress that is underway to implement 3-bin systems, train students and staff to prevent and reduce waste, and institutionalize integrated waste management in the district.

Project Grant #: 24-36 Alameda Food Bank, Full Circle Green Waste Diversion, Alameda, West County, $20,000.00- Funds from this grant will be used to increase the capacity to receive perishable food items and redistribute them for human consumption as quickly as possible.

Project Grant #: 24-37 Earth Team, Waste Action Project-WAP 2.0, Richmond, West County, $28,000.00- Funds from this grant will be used to provide 56 paid student interns and four schools with the support and resources they need to assess their campus’ waste and recycling behaviors accurately and to take action to change those behaviors and the overall school culture regarding consumption and waste while developing a new TRADE/OVTA trash assessment standard that could be replicated in other schools. 350

ATTACHMENT 1
Project Grant #: 24-38 Empowerment Works c/o WasteWhat, Expanding Community Access to Refillable, Healthy, Zero- Waste Grocery by Adopting EBT, Oakland, West County, $20,000.00- Funds from this grant will be used to increase accessibility to low-waste services for the greater community by qualifying for Electronic Benefit Transfer (EBT) in the state of California, ensuring that the waste-reduction grocery offerings are accessible to individuals from diverse economic backgrounds.

Project Grant #: 24-39 Robot Garden, Fixit Clinic Expansion & Student Internships, Livermore, East County, $18,000.00- Funds from this grant will be used to expand the internship program for participating high school and Las Positas College students teach a new generation of techs and engineers about product design, repairability, sustainability and waste reduction.

Project Grant #: 24-40 Common Vision, Regeneration Nation, Berkeley, West County, $25,076.00- Funds from this grant will be used to spark and grow a movement for Regeneration Nation; support the regeneration of health soil by teaching kids how to compost; teach recycling to elementary school children; support SB1383 by distributing recovered food at 4 garden and community sites; produce an already scripted and planned MamaWanda garden video on worm composting and food waste reduction in schools and an additional Regeneration Nation video.

The total 2024 Expenditure Plan budget of $286,000 for Project Grants was approved by the Board along with the option to carry over all unexpended funds from previous grant years and expend if necessary. A total of $293,526.00 in Project Grants was awarded.

Multi-Year Grants
The Education Advisory Board awarded 2 Multi-Year Grants in the 2024 cycle.

Multi-Year Grant #: 24-41(1) Green Schools Challenge, Alameda County Green Schools Challenge, Alameda, East County, $30,000.00- Funds from this grant will be used to direct technical assistance to district child nutrition directors, district facility managers, custodial staff and faculty; classroom instruction in waste reduction, recycling and composting provided by a credentials teacher with expertise in Zero Waste; student green team training; equipment, including classroom bins and stickers, food share carts, green team aprons and pickers.

Multi-Year Grant #: 24-42(1) Oakland Leaf Foundation, Oakland Leaf’s Love Cultivating Schoolyards program (LCS), Oakland, West County, $20,000.00- Funds from this grant will be used to improve the health and wellbeing of and promote environmental conservation to East Oakland youth and will support financial literacy programming and a higher paid stipend for the youth interns.

The total 2024 Expenditure Plan budget of $114,000 for Multi-Year Grants was approved by the Board along with the option to carry over all unexpended funds from previous grant years and expend if necessary. A total of $50,000.00 in Multi-Year Grants was awarded.

ALARM Mitigation Projects
Pursuant to the terms of the settlement agreement, the 2024 Expenditure Plan set aside $0 for mitigation projects for landowners in the vicinity of the landfill. The Education Advisory Board corresponded with ALARM (Altamont Landowners Against Rural Mismanagement) to notify them of the available funding. No applications were submitted for consideration during the 2024 funding cycle. The Board will continue to communicate with ALARM regarding appropriate projects for funding. 351
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING THE ALTAMONT SETTLEMENT
AGREEMENT EDUCATION ADVISORY BOARD’S EXPENDITURE
PLAN FOR FY 2025-26
The Settlement Agreement between and among the County of Alameda, the City of Livermore, the City of Pleasanton, Sierra Club, Northern California Recycling Association (“NCRA”), Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, Inc., dated December 5, 1999, (“Settlement Agreement”) provides for collection of a per-ton fee from the Altamont Landfill and Resource Recovery Facility (“ALRRF”) for impacts on the communities due to expansion of the landfill. The per-ton fee increases annually based on the Consumer Price Index.

A portion of the per-ton fee collected, currently $0.47 cents per ton from Waste Management’s Altamont Landfill and $0.46 cents per ton from Republic’s Vasco Road Landfill, is set aside to fund the Education Account overseen by the Education Advisory Board (“EAB”). The EAB consists of five voting members—two members chosen by the NCRA, one member chosen by the City of Livermore, one member chosen by the City of Pleasanton, and one member chosen by the Alameda County Recycling Board’s environmental educator.

Each year, the EAB proposes the allocation of funds in the Education Account, which shall be approved by the County, City of Pleasanton, City of Livermore, and NCRA.

Pursuant to Section 7.6.2 of the Settlement Agreement, the EAB may allocate funds for diversion education programs, job training in the field of waste diversion and recycling, and mitigating the impacts of the ALRRF operations on the affected neighboring community. The EAB also recognizes the City of Livermore for its efforts to share in the cost in support of the mission of the EAB by agreeing to provide fiscal and administrative support consistent with Section 7.6.2 of the Settlement Agreement, which is in the public interest and allows for up to 2% of the annual receipts to be spent on administrative costs.

The FY 2025-26 Expenditure Plan, attached hereto as Exhibit A, outlines the EAB’s proposed plan, summary, and funding allocations for FY 2025-26.

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

1. Finds the FY 2025-26 Expenditure Plan, attached hereto as Exhibit A, is consistent with the purposes set forth in Section 7.6.2 of the Settlement Agreement.

2. Approves the FY 2025-26 Expenditure Plan, attached hereto as Exhibit A, proposed by the Altamont Settlement Agreement Education Advisory Board for the expenditure of $628,665.
352
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on March 24, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly A. O’Toole_________________ Deborah L. Elam Molly A. O’Toole
City Clerk Assistant City Attorney
Exhibit A – Altamont Settlement Agreement Education Advisory Board FY 25-26 Expenditure Plan
353
Altamont Settlement Agreement
Education Advisory Board
2025/2026 Expenditure Plan
December 2, 2024

Page 1 ends

Plan Summary
The Altamont Landfill Settlement Agreement created the
Altamont Education Advisory Board to propose allocation of funds in the Education Account for diversion education
programs, job training in the field of waste diversion and recycling and mitigating the impacts of the landfill operations on the affected neighboring community. Funds generated from the approximate $0.47 per ton surcharge originating from the Altamont Landfill and approximate $0.46 originating from the Vasco Road Landfill, which are expected to amount to
approximately $600,000 annually. This per ton surcharge fee will be increased based on the consumer price index effective January 1, 2025.

The Need
The Altamont Landfill and Vasco Road Landfill accept
material for disposal from Alameda County jurisdictions, and from the city of San Ramon. Funding programs in diversion education and job training in waste diversion and recycling throughout the landfill service area will preserve the life of the landfill and save resources.

Target Sectors
• Environmental education programs that serve schools
• Non-formal environmental education programs,
serving students K-12
• Community-based environmental education programs
• Job training programs in the field of waste diversion and recycling
• Support to institutions and communities required to
conform to new state laws, such as SB 1383
Funding Goals
• Allocate $500,000 per year for education and job
training programs in waste prevention, source
reduction, reuse, recycling, composting, and
procurement of recycled content products.
• Report measurable results to the Northern California
Recycling Association (NCRA), Alameda County
Board of Supervisors and cities of Livermore and
Pleasanton on an annual basis.
• Provide up to two cents ($0.02) of every forty-five
cents ($0.45) of the Education Account to Alameda
Landowners Against Mismanagement (ALARM) for
landfill mitigation projects (pursuant to Settlement
Agreement sec. 7.3.3)
• The EAB would like to recognize the City of
Livermore for its efforts to share in the cost in support of the mission of the EAB by agreeing to provide
fiscal and administrative support consistent with
Section 7.6.2 of the Settlement Agreement, which is in
the public interest and allows for up to 2% of the
annual receipts to be spent on administrative costs.

Objectives
Grants and projects:
 Mini-grants – The mini-grant program awards up to $5,000 to all eligible projects that meet award criteria up to the funding allocation amount. In 2024-25, mini-grants
supported environmental science programs and school
recycling and composting infrastructure projects.
 Project grants – The annual grant program would award competitive grants up to $50,000 for projects that would make significant contributions to the development of
sustainable diversion education programs and job training in waste prevention and recycling. Types of projects could include: curriculum development, district-wide diversion education programs, job training programs, and
community-based programs.
 Multiple year grants – Allow applicants for the annual grant program, to propose multiple year grants for up to three years of on-going support.
 Board initiated projects – Board initiated projects include projects for which a separate solicitation will need to be performed or special projects to be developed by the Board that fulfill a special niche or program area not addressed by the grants program. Types of projects could include job training partnerships, outreach programs, video and
website development, and joint projects with other
agencies.

Deliverables and Major Milestones
2025-26 Continue to develop job-training partnerships with education institutions, state and community colleges.
1/202
5 Initiate development of 2025-26 expenditure plan.
1/2025
Release Request for Grant Applications.
3/2025 Annual expenditure plan to NCRA, Board of
Supervisors and cities of Livermore and Pleasanton.
5/202
5 Award project grants for 2025-26 school year.

EXHIBIT A
354
Altamont Settlement Agreement
Education Advisory Board
2025/2026 Expenditure Plan
December 2, 2024

Page 2 ends

Assumptions
 The environmental education community perceives a need for diversion education programs and can develop grant
proposals that meet the goals and objectives of the parties to the settlement agreement and the Education Advisory
Board.
 The Education Advisory Board can identify appropriate partners for enhancing or developing job training programs in waste prevention and recycling.

Constraints
 COVID pandemic has required flexibility and adaptability in required timelines and milestones.
 Teachers and others involved in environmental education are very busy and may not respond to grant solicitations.  Other funding agencies, such as the Alameda County
Waste Management Authority and Source Reduction and
Recycling Board may have differing priorities that
dominate the program offerings.
 The Education Account has limited funds that must be
stretched over a large service area.

Proposed Allocations
Board communi
cations, website $5,000
Mini-grants $135,000
Project grants $286,000
Board initiated projects $50,000
Multi-year grants $110,040
ALARM mitigation projects* $0
Staff Support $30,000
Fund management and support $12,625
TOTAL $628,665
All unexpende
d funds from previous grant years will be
carried over and, if necessary, applied to the 2026-2027 grant year.
*ALARM
fund has reached maximum amount of $100,000

EXHIBIT A
355

CITY COUNCIL STAFF REPORT
ITEM NO. 5.6

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Jeramy Young, Police Chief
SUBJECT:

Resolution receiving the 2024 Annual Review of Military Equipment Report, determining that the equipment identified in the report complies with applicable standards, and authorizing the City of Livermore Military Equipment Ordinance 2.36.200 to be renewed and remain in effect.

RECOMMENDED ACTION

Staff recommends City Council adopt a resolution:
1 .

Accepting the 2024 Annual Military Equipment Report;
2 .

Determining that the equipment identified in the report complies with the City’s policy and the statutory requirements; and
3 .

Determining that the policy set forth in Livermore Municipal Code section 2.36.200 Military Equipment Policy should be renewed and remain in effect.

SUMMARY
The Livermore Police Department (LPD) regularly utilizes a wide range of equipment to provide effective public safety service to the community. This variety of equipment provides a multitude of options to help address and de-escalate situations that are often tense, uncertain, and rapidly evolving. Having the availability of different equipment options minimizes the potential for harm to the public, the suspect, and the police department staff.

In 2022, a new state law (AB 481) required City Councils to adopt, by ordinance, a policy pertaining to the finding, acquisition, and use of certain types of equipment utilized by local police departments. The law also mandated other considerations related to public engagement and annual reporting. The first report was prepared on April 11, 2022, and this report serves as our annual report for 2024.

DISCUSSION
On September 30, 2021, Governor Newsom signed into law Assembly Bill 481, related to law enforcement’s funding, acquisition, and use of certain types of equipment, which AB 481 identified as “military equipment.” This designation of military equipment is not necessarily synonymous with items 356
regularly utilized by the United States military or surplus items provided to law enforcement agencies through federal programs such as the 1033 Program. None of the designated items by the Livermore Police Department were obtained from the federal government through the 1033 Program.

Many of the items identified in this legislation have been in local use for years, while others have never been used by the Livermore Police Department. Many of the designated items, such as bean bag launchers, are commonly used as alternatives to higher levels of force, while others are not directly related to the use of force by law enforcement (i.e. Command post vehicles and non-weaponized robots/drones).

Assembly Bill 481 was codified in Government Code Sections 7070 through 7075. The bill required law enforcement agencies to obtain City Council approval of an equipment policy via ordinance, at a regular meeting held pursuant to open meeting laws, prior to taking certain actions relating to the funding, acquisition, or use of certain equipment identified in the Government Code. All California law enforcement agencies wishing to continue their use of this equipment were required to commence the authorization process by May 1, 2022. The Livermore City Council complied with this requirement on April 11, 2022. On April 25, 2022, Ordinance No. 2134 was adopted by adding section 2.36.200 Military
Equipment Policy
to the Livermore Municipal Code.

Government Code 7070 designates certain equipment as “military equipment.” Included in that definition are the following items possessed and/or used by the Livermore Police Department within the normal scope of operations (please refer to Attachment 1 for specific quantities and additional information):
• Unmanned, remotely piloted, powered aerial or ground vehicles (note: these items are used for observation purposes only, and do not possess weapons capabilities). • Armored personnel carriers.
• Wheeled vehicles that have an attached breaching or entry apparatus. • Command and control vehicles built or modified to facilitate the operational control and direction or public safety units.
• Battering rams, slugs, breaching apparatuses that are explosive in nature (this does not include handheld, one-person rams).
• Specialized firearms and ammunition of less than .50 caliber, including firearms and accessories identified as assault weapons in Penal Code Section 30510 and Penal Code Section 30515, except for standard-issue weapons.
• Noise-flash diversionary devices and explosive breaching tools. • Munitions containing tear gas or OC (pepper spray), excluding standard, service-issues handheld pepper spray.
• Kinetic energy weapons and munitions.

Livermore Police Department policies and case law dictate when and how certain types of equipment may be used. Departmental equipment, especially any item that could be used as a force option, is expected to be used in a manner consistent with all applicable laws and policies. Department policies also require officers to utilize de-escalation and crisis intervention techniques, as well as other alternatives to force when feasible.

In addition to the equipment owned by the City of Livermore, use of allied agency equipment is also subject to the requirements of the policy. The use of equipment from allied agencies augments the department’s inventory for command and control, scene safety, intelligence gathering, lethal force 357
applications, and less-lethal force applications to meet the vast array of potential circumstances that might require law enforcement action. Many of those allied agency options may never actually be needed but are important tools to have available when facing uncertain and uncommon circumstances.

Government Code Section 7071(e)(2) allows the governing body of a city to approve the funding, acquisition, or use of military equipment, or other equipment as determined by the governing body to require additional oversight, within its jurisdiction only if it makes specified determinations, which include the following:

1. Equipment is necessary because there are no reasonable alternatives that can achieve the same objectives of officer and civilian.

2. The Livermore Police Department Military Equipment Policy (#709) will safeguard the public’s welfare, safety, civil rights, and civil liberties.

3. The equipment is reasonably cost effective compared to available alternatives that can achieve the same objectives of officers and civilians.

4. The policy is approved.

In addition to the initial requirements of the legislation, law enforcement agencies must also complete the following:

Designate a member of the department to act as the coordinator for the listed military equipment.

Compliance: The department has complied with this requirement by designating the Force Options Unit Lieutenant as the Coordinator. Additional staff will support the Force Options Unit Lieutenant in meeting all requirements.

Identify department equipment that qualifies as military equipment (as defined by Government Code Section 7070) in the current possession of the Livermore Police Department, or the equipment the Livermore Police Department intends to acquire that requires approval by the governing body.

Compliance: The department has complied with this requirement by conducting a related inventory of current equipment (attached hereto and incorporated by reference) and by identifying future acquisitions as part of the budget.

Conduct an inventory of all listed equipment.

Compliance: The department has completed the current inventory and has added the inventory as an attachment.

Collaborate with any allied agency that may use listed equipment within the jurisdiction of the Livermore Police Department.

Compliance: The department has collaborated with allied agencies and included allied agency assets in the “Allied Agency Equipment” section of the attached equipment inventory. This collaboration includes the department’s partnership with the Pleasanton Police Department to form a joint Special Weapons and Tactics (SWAT) team, known as the East County Tactical Team. Additional forms of listed equipment should not be used in this jurisdiction, except in exigent circumstances with approval of the Chief of Police or his/her designee. Any such exigent use shall be reported to the public on the department’s website within 30 days of use unless it is deemed to be confidential under the law. Applicable reporting shall include a description of the item used, the general reason for its use, and any reasonably known fiscal impact resulting from the equipment use.

Prepare for, schedule, and coordinate an annual community engagement meeting to include publicizing the details of the meeting and preparing for public questions regarding the department’s funding, acquisition, and use of listed equipment. 358
Compliance: The Force Options Unit Lieutenant has been designated to complete this requirement, which commenced in 2023. A community meeting was held on March 17, 2025, at the Livermore Police Department.

Prepare an annual report for submission to the Chief of Police and ensure that the report is made available on the department website.

Compliance: The Force Options Unit Lieutenant was assigned to complete this task on an annual basis. Refer to the attached 2024 Annual Military Equipment Report.

Establish a procedure for a person to register a complaint of concern, or how that person may submit a question about the use of a type of equipment listed by Government Code Section 7070 and how the department will respond in a timely manner.

Compliance: The Professional Standards Unit Sergeant has been assigned to meet this requirement by adding an applicable section and email link of the Livermore Police Department website contains an AB 481 section under the Transparency and Information page. The webpage contains all applicable sections and an email link for complaints or concerns. No complaints or concerns were received in 2024.

Staff worked diligently to comply with all requirements of this legislation. Additionally, staff plans to include future acquisition authorizations through the regular budget approval process.

FISCAL AND ADMINISTRATIVE IMPACTS:

The legislation is not expected to have any significant fiscal or administrative impacts beyond the labor required to meet the annual inventory and transparency related requirements for the 2024 Annual Review of Military Equipment Report.

COMMUNITY PILLAR:
1: A Safe Community that Thrives
GOAL:

3: Implement processes that ensure a high degree of public trust and community support.

ATTACHMENTS

1. 2024 LPD Military Equipment Inventory

2. Livermore Police Department Policy 709 - Military Equipment

3. Ordinance 2.36.200

4. Resolution

5. Exhibit A - 2024 Annual Military Equipment Report

Prepared by: John Reynolds
Police Captain

359
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
360
Livermore Police Department 2024 Military Equipment Inventory Type Armored vehicle: LPD White Armor
Description Armored vehicle that seats 8-10 personnel with open floor plan that allows for rescue of downed personnel or other victims. It can stop various projectiles, which provides greater safety to citizens and officers beyond the protection level of shield and personal body armor.

Quantity 1
Capabilities Armor rated to .50 cal.

Expected lifespan 10+ years (acquired in 2014)
Manufacturer's description GMC C4500 (custom built) Duramax diesel engine-powered personnel carrier with ballistic glass and armor rated to .50 cal.

Purpose and authorized uses To provide for the safe transport, security, and rescue of agency personnel and citizens in critical incidents, high- risk operations, natural disaster relief efforts, and other situations.

Fiscal impact Vehicle provided by LLNL. Initial outfitting cost $42,012. Annual maintenance cost $6,700.

Legal and procedural rules It is the policy of the Department to utilize armored vehicles only for official law enforcement purposes, and pursuant to State and Federal law.

Required training Agency authored course and annual refresher.

Compliance mechanisms The use of armored vehicles shall only be authorized by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident. Armored vehicles shall be used only by officers trained in their deployment and in a manner consistent with Department policy and training -Policy 706.

Type Patrol Rifle, Colt
Description COLT 6933EPR is a semi-automatic, light weight, air-cooled, gas-operated, magazine-fed, shoulder fired weapon system. Chambered in .223 Rem/5.56NATO. Generally equipped with a light, electronic sight, and sling.

Quantity 104
Capabilities Semi-automatic fire from close range to anything beyond practical handgun engagement distances.

Expected lifespan 10 years
Manufacturer's description
Built for the demanding use of those who protect our communities everyday, the Colt Enhanced Patrol Rifle (EPR) is the next evolution in the world's most dependable, thoroughly field-tested patrol rifle. Featuring an extended handguard that accepts modular rail segments for mounting a wide variety of pro-grade optics, lighting, and ergonomics-enhancing accessories, as well as the highly durable Magpul® MBUS® Pro Series front and rear back up sights and B5 Bravo buttstock. The Colt EPR reestablishes the Colt AR-15® as the finest tool for local, regional, and national law enforcement agencies.

Purpose and authorized uses To project lethal force when reasonably necessary at a greater distance and with more accuracy than department issued handguns.

Fiscal impact Approximately 10 rifles per year at $2000 per unit, fully equipped, and on-going maintenance cost of approx. $50 per rifle/year.

Legal and procedural rules Use established under policy 300 and 311 for official law enforcement purposes and pursuant to State and Federal law regarding use of force.

Required training POST certification and annual department qualification for authorized users Compliance mechanisms Policy 300, 311
Type Semi Automatic Rifle, NEMO
Description Semi-automatic, light weight, air-cooled, gas-operated, magazine-fed, shoulder fired weapon system.

Chambered in .308 NATO. Generally equipped with a light, electronic or magnified optic, and sling.

Quantity 3
Capabilities Semi-Automatic fire from close range to anything beyond practical handgun engagement distances.

Expected lifespan 10 years
Manufacturer's description
The XO 16-inch is compact and extremely maneuverable. The 16” Bartlein-blank barrel produces groups well into the sub-moa range with quality optics and ammunition. Accuracy is further enhanced with the addition of a Geissle Super Dynamic Enhanced (SD-E) two stage trigger and NEMO’s recoil reducing bolt carrier—an industry first.

LPD Military Equipment (CA GC 7070)
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Livermore Police Department 2024 Military Equipment Inventory Purpose and authorized uses To project lethal force when reasonably necessary at a greater distance and with more accuracy than department issued handguns.

Fiscal impact $5500 per unit, fully equipped plus annual maintenance cost of $100/year per rifle Legal and procedural rules Use established under policy 300 and 311 for official law enforcement purposes and pursuant to State and Federal law regarding use of force.

Required training Post Certification and annual qualification for authorized users.

Compliance mechanisms Policy 300, 311
Type 12 Gauge Less Lethal Launcher (Shotgun)
Description Remington 870 12 gauge less lethal launcher, generally brightly colored to distinguish from lethal weapons platforms. This platform launches 12 gauge drag-stabilized bean bag rounds and may be equipped with a side- saddle, light, sights, and orange-colored sling
Quantity 26
Capabilities Operational range between 20 and 75 feet
Expected lifespan 10 years
Manufacturer's description (From Remarms website): Remington 870 shotgun has a dependable action that makes it America's favorite, and our continual upgrades make it the most advanced, well-rounded family of pump shotguns around. Along with continually evolving designs, this shotgun’s superiority is a matter of rugged dependability, great pointing characteristics and versatility. In fact, the Model 870™ has been the standard for slide-action performance for more than 60 years.

Purpose and authorized uses Assist in deescalating conflict to compel an individual to cease their actions when such munitions present a reasonable option. A verbal warning of the intended use of the device should precede its application.

Fiscal impact Unit cost of $1000 each, fully equipped, per 10 years.

Legal and procedural rules Policy 300, 311, 307
Required training Lecture, demonstration, practical application Compliance mechanisms Subject to applicable policies (300, 307) Type 40mm Launcher
Description Single shot, 40mm launcher (may be from different vendors), with 14" barrel. Generally equipped with an electronic sight, light and brightly colored (orange) sling.

Quantity 6
Capabilities Capable of deploying exact impact 40mm sponge rounds including those with a chemical (OC or CS) payload or marking. Operational range between 5 and 120 feet.

Expected lifespan 10 years
Manufacturer's description The 40mm Launcher can fire all Defense Technology® 37/40mm and 40mm rounds. It incorporates an aluminum rifled barrel that comes equipped with a top & bottom 12” Picatinny rail and front & rear pop-up adjustable sights. It will support the use of additional optics, sights and accessories with the 12” Picatinny rails and the folding stock allows for convenient carrying and storing of the launcher. A one-point sling w/ quick release is included. Additional rails may be purchased and mounted on the sides of the barrel.

Fiscal impact $2200 per unit, fully equipped.

Legal and procedural rules Policy 300, 307
Required training Lecture, demonstration, practical application Compliance mechanisms Policy 300 and 307
Type 40mm Multi-Launcher
Description A 40mm single-shot launcher intended to deploy various less lethal munitions. Generally equipped with a brightly colored sling, electronic sight and light.

Quantity 2
Capabilities Capable of deploying chemical payload in the form of OC (oleoresin capsicum) or CS (2- chlorobenzalmalononitrile) or foam projectiles from 5-120 feet.

Expected lifespan 15 years
Manufacturer's description A tactical single shot launcher that features an expandable ROGERS Super Stoc and an adjustable Integrated Front Grip (IFG) with light rail. The ambidextrous Lateral Sling Mount (LSM) and QD mounting systems allow Purpose and authorized uses Assist in deescalating conflict to compel an individual to cease their actions when such munitions present a reasonable option. A verbal warning of the intended use of the device should precede its application.

Fiscal impact $2500 replacement cost plus ongoing maintenance Legal and procedural rules Policy 300, 307
Required training Lecture, demonstration, practical application Compliance mechanisms Policy 300 and 307
Type FN303 launcher
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Livermore Police Department 2024 Military Equipment Inventory Description A .68 caliber, Semi-Automatic, lightweight, compressed-air operated, magazine fed, shoulder fired less lethal launcher. Generally equipped with an electronic sight, light, and brightly colored sling.

Quantity 7
Capabilities Capable of deploying .68 caliber polystyrene and bismuth projectiles including those with a chemical (OC powder) payload or marking. Operational range between 3 and 164 feet.

Expected lifespan 10 years
Manufacturer's description The FN303 Less Lethal Launcher is constructed from durable lightweight polymer with comfortable ergonomics and an easy to operate safety. The FN303 Launcher is equipped with both flip-up iron sights and an integrated MIL-STD-1913 top mounting rail for optical or electronic sights or other accessories. The lightweight polymer magazine holds 15 projectiles and offers a clear rear cover to allow the operator to instantly verify both the payload type and the number of projectiles remaining.

Fiscal impact $2700 per unit, fully equipped, plus ongoing maintenance, compressed air costs.

Legal and procedural rules Policy 300, 307
Required training Lecture, demonstration, practical application Compliance mechanisms Policy 300, 307
Type Ammunition: .223 Remington 62gr GDSP
Description .223 Speer Gold Dot 62gr GDSP
212 cases (at 500 rounds each)
Capabilities Semi-automatic fire from close range to anything beyond practical handgun engagement distances.

Expected lifespan 10 years
Manufacturer's description
Speer® Gold Dot® ammunition’s reliability has made it the No. 1 choice for law enforcement, and we offer the same performance for self-defense rifle applications. Gold Dot rifle is engineered to provide industry-leading performance in FBI protocol testing through barrels less than 16 inches long. Its bullets are built using Speer’s exclusive Uni-Cor® method. The jacket is bonded to the core one atom at a time, virtually eliminating core- jacket separation and creating a projectile that’s accurate, tough and consistent through all common barriers.

Purpose and authorized uses Agency authorized ammunition for patrol rifle Fiscal impact Replace annual consumption at $290.00 per case Legal and procedural rules 311.3.6
Required training Continued Professional Training, Post Certification for patrol rifle operators, annual qualification.

Compliance mechanisms Policy 311
Type Ammunition: .223 Remington 55gr FMJ
Description .223 American Eagle (Federal) 55gr Gr. FMJ
Quantity 182 cases (at 500 rounds each)
Capabilities Training ammunition for live-fire practice from close range to anything beyond practical handgun engagement distances
Expected lifespan 10 years
Manufacturer's description
Offering outstanding performance at an economical price, Federal American Eagle .223 Remington 55 gr FMJ rifle ammo is boxer primed, brass cased and available in both 20-round box and bulk-packed quantities Purpose and authorized uses Agency authorized training ammunition for patrol rifle Fiscal impact $190/case to replace annual consumption
Legal and procedural rules Policy 311
Required training Continued Professional Training, Post Certification for patrol rifle operators, annual qualification.

Compliance mechanisms Policy 311
Type Ammunition: .223 Remington Frangible
Description .223 Remington 42 gr RHT ballistcilean cartridge Quantity 135 cases (at 500 rounds each)
Capabilities Training ammunition for use on steel targets Expected lifespan 10 years
Manufacturer's description
This frangible ammunition makes an excellent training load for AR-15s and other .223/5.56 NATO rifles due to its non-toxic, non-ricocheting nature. Each .223 Remington cartridge fires a 42 grain compressed metal bullet that disintegrates into powder on contact with a target, leaving behind only non-toxic residue. Ideal for shooting steel targets
Purpose and authorized uses Training ammunition for use on steel targets Fiscal impact $350/case to replace annual consumption
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Livermore Police Department 2024 Military Equipment Inventory Legal and procedural rules Policy 311
Required training Continued Professional Training, Post Certification for patrol rifle operators, qualification.

Compliance mechanisms Policy 311
Type Ammunition: .308 Winchester 180gr Nosler Account
Description Agency authorized ammunition for NEMO rifle Quantity 27 cases (at 100 rounds each)
Capabilities Ammunition for agency authorized Semi-automatic fire from close range to anything beyond practical handgun engagement distances.

Expected lifespan 10 years
Manufacturer's description Bullet with Heat Shield tip delivering excellent terminal performance, featuring a resilient, heat resistant polymer tip that improves ballistic coefficient, resulting in higher impact velocities, less drop, less wind drift, Purpose and authorized uses Agency authorized ammunition for NEMO rifle Fiscal impact $217/case to replace annual consumption.

Legal and procedural rules Policy 311
Required training Continued Professional Training, Post Certification for patrol rifle operators, qualification.

Compliance mechanisms Policy 311
Type Ammunition: .308 Winchester 168gr. Hornady ELD-M
Description Agency authorized ammunition for NEMO rifle Quantity 40 cases (at 100 rounds each)
Capabilities Ammunition for agency authorized Semi-automatic fire from close range to anything beyond practical handgun engagement distances.

Expected lifespan 10 years
Manufacturer's description The bullet’s unique white polymer tip assures accuracy and smooth chambering, while the boat-tail base at the rear of the bullet acts as a platform for large diameter mushrooms. Designed for accuracy near or far, Nosler’s Purpose and authorized uses Agency authorized ammunition for NEMO rifle Fiscal impact $181/case to replace annual consumption
Legal and procedural rules Policy 311
Required training Continued Professional Training, Post Certification for patrol rifle operators, qualification.

Compliance mechanisms Policy 311
Type Projectile: 40mm Exact Impact
Description 40mm, foam-tipped kinetic energy projectile fired from an agency-authorized 40mm launcher.

Quantity 198
Capabilities Operational range 5-120 ft.

Expected lifespan 5 yrs.

Manufacturer's description a lightweight, high-speed projectile consisting of a plastic body and a foam (sponge) nose that is spin stabilized via the incorporated rifling collar and the 40 mm launcher’s rifled barrel.

Purpose and authorized uses To compel an individual to cease his/her actions when such munitions present a reasonable option. A verbal warning of the intended use of the device should precede its application.

Fiscal impact Approximately 40 per year at $25 per round Legal and procedural rules Refer to policies 300, 307
Required training Department training including qualification Compliance mechanisms Use is subject to the applicable policies (300, 307) Type Projectile: 40mm Direct Impact OC
Description 40mm, foam-tipped kinetic energy projectile fired from an agency-authorized 40mm launcher and carrying an OC payload
Quantity 180 rounds
Capabilities Operational range from 5-120 feet
Expected lifespan 5 years
Manufacturer's description The 40 mm Direct Impact® Round consists of a plastic body and a crushable foam nose that contains a powder payload. This payload area can hold inert, marking, OC or CS powder. The crushable foam nose dissipates energy upon impact while releasing the powder payload.

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Livermore Police Department 2024 Military Equipment Inventory Purpose and authorized uses To compel an individual to cease his/her actions when such munitions present a reasonable option, and to deliver a chemical (OC) payload where appropriate. A verbal warning of the intended use of the device should precede its application.

Fiscal impact $35 per round
Legal and procedural rules Refer to policies 300, 307
Required training Department training including qualification Compliance mechanisms Use is subject to the applicable policies (300, 307) Type Projectile: 40mm Direct Impact Marking
Description 40mm, foam-tipped kinetic energy projectile fired from an agency-authorized 40mm launcher and carrying a marking paint payload
Quantity 75 rounds
Capabilities Operational range from 5-120 feet
Expected lifespan 5 years
Manufacturer's description The 40 mm Direct Impact® Round consists of a plastic body and a crushable foam nose that contains a powder payload. This payload area can hold inert, marking, OC or CS powder. The crushable foam nose dissipates energy upon impact while releasing the powder payload.

Purpose and authorized uses To compel an individual to cease his/her actions when such munitions present a reasonable option, and to deliver a marking paint payload where appropriate. A verbal warning of the intended use of the device should precede its application.

Fiscal impact $35 per round
Legal and procedural rules Refer to policies 300, 307
Required training Department training including qualification; Compliance mechanisms Use is subject to the applicable policies (300, 307) Type Projectile: 40mm Ferret Round
Description 40mm Barrier penetrator
Quantity 75
Capabilities Barrier penetration to deliver OC or CS payload into a structure from 50-200 yards. Velocity 450fps.

Expected lifespan 5 years
Manufacturer's description The Ferret® 40mm Round is a frangible projectile filled with chemical agent. It is designed to deliver chemical agents in barricade situations from a 40mm launcher. Spin stabilization from fins and barrel rifling affords maximum stand-off distance and accuracy for safety. The Ferret® 40mm Round is non-burning and suitable for indoor use.

Purpose and authorized uses Used primarily by tactical teams, these rounds are designed to deliver chemical agents in barricade situations from a 40 mm launcher to penetrate barriers, such as windows, particleboard doors, and interior walls. Upon impacting the barrier, the nose cone ruptures and instantaneously delivers small chemical agent payload inside of a structure.

Its primary use is to dislodge barricaded subjects from confined areas. Its purpose is to minimize the risks to all parties through pain compliance, temporary discomfort and/or incapacitation of potentially violent or dangerous subjects
Fiscal impact $23 per round. Approximately $2500 per year for training and operational readiness.

Legal and procedural rules Policy 300, 307, and 408
Required training Department training including qualification; Compliance mechanisms Policy 300, 307, and 408
Type Projectile: 12ga drag-stabilized bean bag round
Description 12 Gauge drag stabilized bean bag round
Quantity 300 rounds
Capabilities Operational range from 20-75 feet
Expected lifespan 5 years
Manufacturer's description The 12-Gauge Drag Stabilized™ Round is comprised of a translucent 12-Gauge shell loaded with a 40 gram, tear shaped bag made from a cotton and ballistic material blend and filled with #9 shot. This design utilizes four (4) stabilizing tails. The 12-Gauge Drag Stabilized™ Round utilizes smokeless powder as the propellant.

Fiscal impact $6.27 per round
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Livermore Police Department 2024 Military Equipment Inventory Legal and procedural rules Refer to policies 300, 307
Required training Department training including qualification Compliance mechanisms Use is subject to the applicable policies (300, 307) Type Projectile: .68 caliber PAVA/OC Powder
Description 8.5gram fin-stabilized polystyrene body and non-toxic bismuth forward payload.

Quantity 12 cases of 150 rounds
Capabilities Operational range from 3 to 164 feet
Expected lifespan 3 years
Manufacturer's description This projectile is intended as an irritant for individual suspects, point-specific targets or small area denial. The active ingredient is 0.5% PAVA/OC in a powder form for ease of storage, deployment and clean-up.

Purpose and authorized uses To compel an individual to cease his/her actions when such munitions present a reasonable option, and to deliver a chemical (OC) payload where appropriate. A verbal warning of the intended use of the device should precede its application.

Fiscal impact $500 per case
Legal and procedural rules Policy 300, 307
Required training Department training including qualification; Compliance mechanisms Policy 300, 307
Type Projectile: .68 caliber Indelible Paint
Description 8.5gram fin-stabilized polystyrene body and non-toxic bismuth forward payload and a secondary payload of indelible paint.

Quantity 9 cases of 150 rounds
Capabilities Operational range from 3 to 164 feet
Expected lifespan 3 years
Manufacturer's description This projectile is intended for marking suspects and objects with an indelible colorant for later identification, arrest or questioning
Purpose and authorized uses To compel an individual to cease his/her actions when such munitions present a reasonable option, and to deliver a marking paint payload where appropriate. A verbal warning of the intended use of the device should precede its application.

Fiscal impact $500 per case
Legal and procedural rules Policy 300, 307
Required training Department training including qualification; Compliance mechanisms Policy 300, 307
Type Projectile: .68 caliber Inert Powder
Description 8.5gram fin-stabilized polystyrene body and non-toxic bismuth forward payload along with a secondary payload of simulated irritant powder.

Quantity 5 cases of 150 rounds
Capabilities Operational range from 3 to 164 feet
Expected lifespan 3 years
Manufacturer's description This projectile is intended for training and contains a simulated irritant powder Purpose and authorized uses Training projectile for accuracy and scenario training of authorized personnel Fiscal impact $500 per case
Legal and procedural rules Policy 300, 307
Required training Department training including qualification; Compliance mechanisms Policy 300, 307
Type Kinetic Breaching Tool (KBT)
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Livermore Police Department 2024 Military Equipment Inventory Description
A 36" mechanical breaching device designed to be used in any space. This tool employs the best of physics in the form of a self-contained, jack-hammer style impact ram driven by a powder-actuated cartridge. This allows a large amount of energy to be precisely directed into locking mechanisms, hinges, or braces while minimizing the chances of collateral projectiles. This device can be used by officers of all sizes. There is no swinging motion required and can significantly reduce injuries of properly trained officers.

Quantity 3 devices
Capabilities 8 shots capable of breaching steel security doors.

Expected lifespan 10+ years
Manufacturer's description
A mechanical breaching tool that bridges the gap between traditional mechanical breaching, shotgun breaching, and explosive entry. The KBT utilizes a proprietary .45 Caliber handgun blank to deliver up to 850 ft/lb. of force through a hardened steel ram. Unlike explosive or shotgun breaching, however, all of the force is mechanically driven through a ram. This means that no projectile or explosive energy leaves the device except for the force of the ram which is permanently captured in the device. The ramming surface is narrow enough to focus on a single hinge, yet powerful enough to breach steel security doors.

Purpose and authorized uses
To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law.

Fiscal impact $10,628 initial cost; $2,400 annually for training and operational ammunition.

Legal and procedural rules
It is the policy of LPD to utilize the KBT only for official law enforcement purposes pursuant to State and Federal law. Refer to policies 321.

Required training Agency-authored orientation course; annual refresher.

Compliance mechanisms
To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident.

Type GasRam™
Description
The GasRam™ is a 35-pound metal device with similar characteristics to a breaching ram (weighted device with handles used to swing the GasRam™ in a pendulum motion). The obvious difference present is a canister and probe designed to deploy gas into specific areas of a structure with minimal risk of starting a fire.

Quantity 2 (1 maintained by LPD and 1 maintained by PPD) Capabilities Deliver 1 canister of irritant into a specific area of a structure.

Expected lifespan 10 years
Manufacturer's description
The GasRam™ is a multi use tool that can be utilized for forced entry as a door ram or be deployed as a pyrotechnic non-Lethal chemical agent delivery system. One or two man delivery teams can use the GasRam™.

Pyrotechnic non-lethal chemical agent can be dispensed through walls, doors, sheet metal siding and into vehicles.

Purpose and authorized uses
Used to deploy non-lethal chemical agents into a structure in order to successfully resolve a barricade situation. This is a de-escalation tactic used prior to potentially forcing conflict inside the structure and placing officers at risk.

Fiscal impact $3,100 initial cost; no expected annual maintenance costs.

Legal and procedural rules
It is the policy of LPD to utilize the Gas Ram, only for official law enforcement purposes pursuant to State and Federal law. Refer to policies 300, 307, 321, and 408.

Required training Agency-authored orientation course; annual refresher.

Type BurnSafe™
Description
The BurnSafe™ is designed to deploy gas into a structure with minimal risk of starting a fire. The BurnSafe™ is a double walled container constructed of aluminum, which will contain the flames inside the inner chamber thereby reducing the probability of starting a fire.

Quantity 2 (1 maintained by LPD and 1 maintained by PPD) Capabilities Deliver 1 canister of irritant into a specific area of a structure.

Expected lifespan 10 years
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Livermore Police Department 2024 Military Equipment Inventory Manufacturer's description
The BurnSafe™ is a double walled container constructed of aluminum. It is designed to contain the flames inside the inner chamber thereby reducing the probability of starting a fire. The BurnSafe™ allows the introduction of significant amounts of pyrotechnic non-lethal chemical agent into the target, which increases the probability of a successful resolution. The use of pyrotechnic agents has been proven to be a more effective non-lethal method of penetrating a fortified structure. The use of the BurnSafe™ will increase your team’s effectiveness and provide you with an alternative delivery system.

Fiscal impact $2,700 initial cost; no expected annual maintenance costs.

Legal and procedural rules
It is the policy of LPD to utilize the BurnSafe™ only for official law enforcement purposes pursuant to State and Federal law. Refer to policies 300, 307, 321, and 408.

Required training Agency-authored orientation course; annual refresher.

Type Community Outreach Vehicle (COV)
Description A mobile office that provides shelter, access to Police Department computer systems, and restroom facilities on extended events. The COV was manufactured in 2002.

Quantity 1
Capabilities The COV can also be utilized for SWAT/CNT and other critical incidents, preplanned large events, searching for missing persons, natural disasters, and community events.

Expected lifespan The COV, 20-year lifespan on chassis and vehicle structure. Upgrades were made in 2018 to maintain IT systems.

Manufacturer's description Freightliner Chassis (custom built) vehicle.

Purpose and authorized uses To be used based on the specific circumstances of a given critical incident, large event, natural disaster or community event that is taking place. The COV shall be used by officers trained in their deployment and in a manner consistent with Department policy and training. Furthermore, only officers who have completed the California Class B Commercial driving school and properly licensed will be allowed to drive the COV.

Fiscal impact $996,000 initial cost. Annual maintenance is approximately $4,466.

Legal and procedural rules It is the policy of the Department to use the COV only for official law enforcement purposes, and in accordance with California State law regarding the operation of motor vehicles.

Required training The driver/operator shall receive training in the safe handling of the vehicle on a closed training course. Once the operator has shown competence in vehicle handling, the driver/operator will drive the vehicle throughout the city with an experienced driver. Driver/operators shall also undergo California Department of Motor Vehicles commercial
vehicle testing.

Compliance mechanisms To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident or other law enforcement purpose (policy 706).

Type Breaching Round: Royal Arms TESAR 1
Description Orange Cap 2-3/4” 275 Grain Compressed Copper Frangible 12 Ga Shotgun Slug Quantity 132
Capabilities Defeats Solid Wood Doors, Locks & Hinges
Expected lifespan 5 years
Manufacturer's description Orange Cap 2-3/4” 275 Grain Compressed Copper Frangible 12 Ga Shotgun Slug Purpose and authorized uses
To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law. The round is fired from a breaching shotgun and is used to destroy wood doors; both solid & hollow.

Fiscal impact $4.50 per round
Legal and procedural rules
It is the policy of LPD to utilize breaching rounds only for official law enforcement purposes pursuant to State and Federal law. Refer to policies 321 and 408.

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Livermore Police Department 2024 Military Equipment Inventory Required training Agency-authored orientation course; annual refresher.

Type Breaching Round: Royal Arms TESAR 2
Description Black Cap 2-3/4” 425 Grain Compressed Copper Frangible 12 Ga Shotgun Slug Quantity 36
Capabilities Defeats Heavy Locks, Dead-bolts and Hinges (Solid Oak – Steel Doors) Expected lifespan 5 years
Manufacturer's description
Black Cap 2-3/4” 425 Grain Compressed Copper Frangible 12 Ga Shotgun Slug Purpose and authorized uses
To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law. The round is fired from a breaching shotgun and is used to destroy deadbolts, locks and hinges.

Required training Agency-authored orientation course; annual refresher.

Type Breaching Round: Royal Arms TESCR 3
Description Green Cap 2-3/4” 375 Grain Clayvon® Frangible 12 Ga Shotgun Slug Quantity 36
Capabilities Defeats all locks, cross-bolts and hinges. (Hollow Core Doors – Light Steel doors) Expected lifespan 5 years
Manufacturer's description Green Cap 2-3/4” 375 Grain Clayvon® Frangible 12 Ga Shotgun Slug Purpose and authorized uses To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law. The round is fired from a breaching shotgun and is used to destroy deadbolts, locks and hinges.

Required training
Agency-authored orientation course; annual refresher.

Type Breaching Round: Royal Arms TESAR 4
Description Yellow Cap 2-3/4” 750 Grain Copper/S-70 Steel Frangible 12 Ga Shotgun Slug Quantity 48
Capabilities Defeats class 3 doors, locks & hinges
Expected lifespan 5 years
Manufacturer's description Yellow Cap 2-3/4” 750 Grain Copper/S-70 Steel Frangible 12 Ga Shotgun Slug Purpose and authorized uses To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law. The round is fired from a breaching shotgun and is used to destroy deadbolts, locks, and hinges.

Fiscal impact $5.00 per round
Legal and procedural rules
It is the policy of LPD to utilize breaching rounds only for official law enforcement purposes pursuant to State and Federal law. Refer to policies 321 and 408.

Required training
Agency-authored orientation course; annual refresher.

Type Breaching Round: Royal Arms HP CUTTER
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Livermore Police Department 2024 Military Equipment Inventory Description Silver Cap 2-3/4” 450 Grain Hardened Steel Slug NON-Frangible 12 Ga Shotgun Slug Quantity 36
Capabilities Cuts re-bar, penetrates security glass, car doors, punches into engine blocks Expected lifespan 5 years
Manufacturer's description Silver Cap 2-3/4” 450 Grain Hardened Steel Slug NON-Frangible 12 Ga Shotgun Slug Purpose and authorized uses To provide immediate entry into secure structures to protect life, property, or evidence as necessary and authorized by law. The round is fired from a breaching shotgun and is used to cut rebar, penetrate security glass, car doors, and
can penetrate engine blocks.

Required training
Agency-authored orientation course; annual refresher.

Type Riot CS or OC Smoke
Description An approximately 2.6"x 6.2" irritant and smoke pyrotechnic device.

Quantity 46
Capabilities This launchable device delivers approximately 65.3 grams of active agent in approximately 20-40 seconds.

Expected lifespan 5 years
Manufacturer's description Large diameter burning grenade that discharges a high volume of smoke and chemical agent through multiple emission ports. Specifically for outdoor use and should not be deployed on rooftops, in crawl spaces or indoors due to potential fire hazard. Can be hand thrown or launched. Discharge duration can reach up to 40 seconds.

Purpose and authorized uses This device can be used to conceal tactical movement or to route a crowd.

Fiscal impact $35 per canister.

Legal and procedural rules
It is the policy of the Department to utilize chemical agent devices only for official law enforcement purposes, and pursuant to State and Federal law. Refer to policy 300 and 307.

Required training
POST Basic SWAT Operator course or equivalent; annual department refresher.

Type Spede-Heat™ CS or OC Smoke
Description An approximately 2.62"x 6.12" irritant and smoke pyrotechnic device.

Quantity 48 (additional devices maintained by PPD)
Capabilities This launchable device delivers approximately 81.2 grams of active agent in approximately 20-40 seconds.

Expected lifespan 5 years
Manufacturer's description The Spede-Heat™ CS Grenade is a high volume, continuous burn it expels its payload in approximately 20-40 seconds. The payload is discharged through four gas ports on top of the canister, three on the side and one on the bottom. This launchable grenade is 6.12 in. by 2.62 in. and holds approximately 2.9 oz. of active agent.

Purpose and authorized uses The device is designed primarily for tactical situations to detect and/or dislodge a barricaded subject. It is used as a de-escalation tool to encourage surrender and minimize the risks to all parties through pain compliance, temporary discomfort, and/or incapacitation of potentially violent or dangerous subjects.

Fiscal impact $35 per canister. Approximately $1200 per year for training and operational readiness.

Required training
POST Basic SWAT Operator course or equivalent; annual department refresher.

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Livermore Police Department 2024 Military Equipment Inventory Compliance mechanisms
To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident.

Type Flameless Expulsion CS or OC Smoke
Description An approximately 1.65"x 7.5" irritant and smoke pyrotechnic device.

Quantity 24 (additional devices maintained by PPD)
Capabilities Delivers approximately 4.5 grams of active agent during its 3 second discharge time.

Expected lifespan 5 years
Manufacturer's description The CS Flameless Expulsion Grenade is a compact, non-pyrotechnic, chemical agent device that provides safe expulsion without risk of fire. It is safe to use inside of a residence. Unlike pyrotechnical grenades, this device’s contents are ex-pelled upon actuation of a CO2 cartridge that will affect a con-fined area of approximately 1500 square feet. This grenade is 7.5 in. by 1.65 in. and delivers approximately .16 oz. of active agent during its 3-second discharge time.

Fiscal impact $48 per canister. Approximately $1000 for training and operational readiness.

Required training
POST Basic SWAT Operator course or equivalent; annual department refresher.

Type Baffled CS or OC Smoke
Description
An approximately 2.6"x 6.2" irritant and smoke pyrotechnic device.

Quantity 30
Capabilities
Delivers approximately 23.5 grams of active agent during its 3 second discharge time.

Expected lifespan 5 years
Manufacturer's description
Pyrotechnic grenade designed for indoor use delivering a maximum amount of irritant smoke throughout multiple rooms with minimal risk of fire.

Purpose and authorized uses
The device is designed primarily for tactical situations to detect and/or dislodge a barricaded subject.

It is used as a de-escalation tool to encourage surrender and minimize the risks to all parties through pain compliance, temporary discomfort, and/or incapacitation of potentially violent or dangerous subjects.

Fiscal impact $48 per canister. Initial inventory cost $2400. Approximately $1000 for training and operational readiness.

Required training
POST Basic SWAT Operator course or equivalent; annual department refresher.

Type SAF Smoke™
Description An approximately 2.35"x 6" smoke pyrotechnic device.

Quantity 49
Capabilities Produces white smoke for 20-40 seconds.

Expected lifespan 5 years
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Livermore Police Department 2024 Military Equipment Inventory Manufacturer's description The Saf-Smoke™ Grenade was designed for training, but may also be used in operations. The Saf-Smoke Grenade offers the same approximate burn times as the Spede-Heat™ Grenade in CN or CS and the Riot Control Grenade in CN or CS. The similar burn times may make it the appropriate choice for training or simulation deployment of chemical agent canisters. The Saf-Smoke formulation is considered to be less toxic than Hexachloroethane (HC) smoke. The Saf-Smoke Grenade emits a very white smoke.

Purpose and authorized uses The device is designed primarily for tactical situations to conceal officer movements.

Fiscal impact $30 per canister
Legal and procedural rules
It is the policy of the Department to use smoke only for official law enforcement purposes.

Required training
POST Basic SWAT Operator course or equivalent; annual department refresher.

Type Distraction Device: CTS Model 7290M
Description A non-bursting, non-fragmenting distraction device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations.

Quantity 54 (Purchasing an additional to maintain 100 in inventory) Capabilities Produces 175db output and 6-8 million candela of light.

Expected lifespan Until used.

Manufacturer's description The CTS 7290M Mini Flash-Bang is the newest generation in the evolution of the Flash-Bang. Our Model 7290M Flash-Bang exhibits all of the same attributes of its larger counterpart but in a smaller and lighter package. The patented design of the 7290M, incorporates a porting system that eliminates movement of the body at detonation even if the top or bottom of the device should be in contact with a hard surface. In addition, internal adjustments have greatly reduced smoke output.

Purpose and authorized uses To produce atmospheric over-pressure and brilliant white light and, as a result, can cause short-term (6 - 8 seconds) physiological/psychological sensory deprivation to give officers a tactical advantage.

Fiscal impact $43 per device. Approximately $900 annually for training and operational readiness.

Legal and procedural rules It is the policy of the Department to utilize distraction devices only for official law enforcement purposes, and pursuant to State and Federal law. Refer to policy 300.

Required training POST Basic SWAT Operator course or equivalent; annual department refresher.

Compliance mechanisms To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident.

Type Distraction Device: CTS Model 7290-9
Description A non-bursting, non-fragmenting multi-bang distraction device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations.

Quantity 24 (Purchasing an additional 24 to maintain 50 in inventory) Capabilities Produces 9 individual but consecutive bangs contained within one device.

Expected lifespan Until used.

Manufacturer's description The patented multi-bangs feature top and bottom non-fragmenting, minimal movement devices that perform with high reliability incorporating CTS Superior fuse components with the patented and US Army adopted Confidence Clip and pin shroud.

Fiscal impact $153 per device. Approximately $1200 annually for training and operational readiness.

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Livermore Police Department 2024 Military Equipment Inventory Legal and procedural rules It is the policy of the Department to utilize distraction devices only for official law enforcement purposes, and pursuant to State and Federal law. Refer to policy 300.

Required training POST Basic SWAT Operator course or equivalent; annual department refresher.

Compliance mechanisms To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident.

Type Recon Robotics Throwbot®
Description Compact throwable robotic device that provides real time video and audio to the operator.

Quantity 1
Capabilities The unit can be directed to move through a structure and transmit real-time video and audio.

Expected lifespan 10+ years
Manufacturer's description The Throwbot® robot is a throwable micro-robot platform that enables operators to obtain instantaneous video and audio reconnaissance within indoor or outdoor environments. Designed to withstand repeated drops of up to 30 feet (9 m) onto concrete, the Throwbot® robot can be thrown into hazardous situations in order to allow operators to quickly make informed decisions when seconds count. This micro-robot is designed to be able to crawl over a variety of terrain, clearing obstacles up to 2 ″ (5 cm) tall.Purpose and authorized uses This robot can locate and identify subjects, confirm presence of hostages and reveal the room layout. The unit can function as a pole camera facilitating the inspection of attics, rooftops and crawl spaces. This information crucial for planning and determining the best course of action.

Fiscal impact $16,538 for the initial purchase. No ongoing costs expected.

Legal and procedural rules It is the policy of LPD to utilize this device only for official law enforcement purposes pursuant to State and Federal law.

Required training Agency authored course and annual refresher.

Compliance mechanisms To be used by officers who have been trained in the proper use as directed by a watch commander, SWAT commander, or appropriate supervisor, based on the specific circumstances of a given critical incident.

Type UAV - DJI Avata
Description The DJI Avata Drone with a built-in propeller guard, is compact and portable. It can fly in both indoor and outdoor scenarios, hover, and return to the home point automatically.

Quantity 4 Active
Capabilities 10 kilometer range and 18 minutes of flight time.

Expected lifespan 5 years
Manufacturer's description The DJI Avata makes it easy to film ultra-wide 4K stabilized video indoors or outside, in and around objects.

Sporting what some call a "cinewhoop" design, the Avata comes in a palm-sized form factor with all four propellers protected with attached guards. This allows for close-up filming indoors, near people, and through small openings without risking damage or injury to people and property. If the Avata does come in contact, it can just bounce off and keep flying. For a more immersive experience with intuitive controls, you can opt to pair the Avata with optional Goggles 2, FPV Goggles V2, and the DJI Motion Controller.

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Livermore Police Department 2024 Military Equipment Inventory Purpose and authorized uses The UAS will only be used in situations where reasonable suspicion of a crime exists, pursuant to a warrant, or during situations where exigent circumstances exist or where public safety needs outweigh privacy expectations. This policy may not encompass every situation officers will encounter in the field and deviations may be necessary and justified. Any deviations from this policy will be reviewed on a case-by-case basis. The Chief of Police, or their designee, may authorize the deployment of the UAS under the following circumstances:
(a) Public safety and life preservation missions including, barricaded suspects, building/open area searches for criminal suspects, hostage situations, active shooters, apprehension of armed and dangerous fleeing suspects, dignitary protection, and high-risk search/arrest warrants; (b) Mass casualty events;
(c) Lost or missing persons;
Fiscal impact $8,773.50 for all 8 units, no recurring costs Legal and procedural rules Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations, Livermore Police Department Policy 615, and Livermore Policy Department UAV Procedures.

Required training All pilots must complete Federal Aviation Administration Part 107 Certification and attend on going department approved training.

Compliance mechanisms To be used by officers who have been trained in the proper use and in compliance with LPD Policy 615 and the FAA guidelines.

Type UAV - DJI Mavic 3
Description The DJI Mavic 3 is a small commercial drone. These UAVs are most often used for quick exterior operations.

Quantity 5
Capabilities 10 kilometers and 45 minutes of flight time Expected lifespan 5 years
Manufacturer's description Mavic 3 offers significantly improved imaging performance thanks to its 4/3 CMOS Hasselblad camera and 24mm-equivalent lightweight lens. It can record up to 5.1K/50fps or 4K/120fps videos. Mavic 3 Cine supports Apple ProRes 422 HQ, Apple ProRes 422, and Apple ProRes 422 LT encoding. The tele lens of the dual-camera system supports explore mode for 28x hybrid zoom, allowing to see more of the environment with ease. The flight experience has also been comprehensively improved with the flight time extended to 46 minutes and a hover time of 40 minutes. The incredibly stable O3+ technology, video transmission can reach up to 15 km and supports 1080p/60fps real-time transmission. DJI Mavic 3 is equipped with an omnidirectional obstacle sensing system, which is multiple wide-angle vision sensors onboard work together seamlessly with a high-performance vision computing engine to sense obstacles in all directions precisely and plan a safe flight route that avoids obstacles.

Purpose and authorized uses The UAS will only be used in situations where reasonable suspicion of a crime exists, pursuant to a warrant, or during situations where exigent circumstances exist or where public safety needs outweigh privacy expectations. This policy may not encompass every situation officers will encounter in the field and deviations may be necessary and justified. Any deviations from this policy will be reviewed on a case-by-case basis. The Chief of Police, or their designee, may authorize the deployment of the UAS under the following circumstances:
(a) Public safety and life preservation missions including, barricaded suspects, building/open area searches for criminal suspects, hostage situations, active shooters, apprehension of armed and dangerous fleeing suspects, dignitary protection, and high-risk search/arrest warrants; (b) Mass casualty events;
Fiscal impact $27,620.00 for all 5 units, no recurring costs ATTACHMENT 1
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Livermore Police Department 2024 Military Equipment Inventory Legal and procedural rules Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations, Livermore Police Department Policy 615, and Livermore Policy Department UAV Procedures.

Required training All pilots must complete Federal Aviation Administration Part 107 Certification and attend on going department approved training.

Compliance mechanisms To be used by officers who have been trained in the proper use and in compliance with LPD Policy 615 and the FAA guidelines.

Type UAV - DJI Matrice 300 RTK
Description The Matrice 300 RTK is a large commercial drone. This UAV is most often used for preplanned events or extended incidents.

Quantity 1
Capabilities 15 kilometers and 55 minutes of flight time Expected lifespan 5 years
Manufacturer's description The DJI Matrice 300 RTK is a robust and intelligent commercial drone platform designed for various industrial applications. Here are some key features of this drone:

Flight Time: The Matrice 300 RTK offers an impressive up to 55 minutes of flight time, allowing for extended operations without frequent battery changes.

Advanced AI Capabilities: It incorporates advanced artificial intelligence (AI) capabilities, enhancing its ability to perform complex tasks and missions.

Directional Sensing & Positioning: With 6-directional sensing and positioning, the M300 RTK ensures precise navigation and obstacle avoidance, even in challenging environments.

High-Performance and Reliability: DJI has set a new standard by combining intelligence with high-performance and unrivaled reliability in the Matrice 300 RTK
Purpose and authorized uses The UAS will only be used in situations where reasonable suspicion of a crime exists, pursuant to a warrant, or during situations where exigent circumstances exist or where public safety needs outweigh privacy expectations. This policy may not encompass every situation officers will encounter in the field and deviations may be necessary and justified. Any deviations from this policy will be reviewed on a case-by-case basis. The Chief of Police, or their designee, may authorize the deployment of the UAS under the following circumstances:
(a) Public safety and life preservation missions including, barricaded suspects, building/open area searches for Fiscal impact $13,199 for 1 unit, no recurring costs
Legal and procedural rules Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations, Livermore Police Department Policy 615, and Livermore Policy Department UAV Procedures.

Required training All pilots must complete Federal Aviation Administration Part 107 Certification and attend on going department approved training.

Compliance mechanisms To be used by officers who have been trained in the proper use and in compliance with LPD Policy 615 and the FAA guidelines.

Allied Agency Equipment -Type Use Category (note: no fiscal impact or other impacts expected) Armored Vehicle(s) Use consistent with LPD policies related to similar equipment Chemical Agents (CS, CN, OC) Use consistent with LPD policies related to similar equipment Flash Bangs Use consistent with LPD policies related to similar equipment UAV's (drones) Used for locating and/or surveilling suspects, missing persons, etc. Also used for checking locations prior to deploying personnel.

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Livermore Police Department 2024 Military Equipment Inventory Robots Used for locating and/or surveilling suspects. Also used for checking locations prior to deploying personnel to avoid encountering armed/dangerous subjects.
.50 Cal Rifle Used to penetrate barriers and to incapacitate vehicles that may otherwise be difficult to stop (example:
armored vehicles)
Explosive Breaching- Detonation Used to defeat breach various entry points Battering Ram (attached to vehicle) Used to defeat breach various entry points Gas Ram/Pole (attached to vehicle) Used to defeat breach various entry points and deploy chemical agents where appropriate Less Lethal Launchers/Munitions Use consistent with LPD policies related to similar equipment Armored Tractor(s) Used to access areas when unsafe to do so by other means Expected Acquisitions (FY 25-26 / FY 26-27) Use Category Additional purchases of current inventory items Re-supply and additions to most authorized categories in order to maintain operational readiness. See individual items above for intended use, fiscal impacts, and additional information Additional purchases of patrol UAV In anticipation of retirements and need for additional officer pilots, and a desire for all-weather flight capabilities, we intend to purchase up to six additional UAVs with an expected cost up to $10,000 each. These UAVs will be used in a similar capacity as described above.

Additional purchases of DFR UAV In order to start a Drone First Responder Program (DFR), we intend to acquire up to two UAVs with an expected cost up to $15,000 each.

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377
/0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /11 /i255 /8 /6 /9 /1 /10 /16 /i255/17/13/15 /18 /13 /9 /19/20/21 /20 /22 /23 /24 /25 /i255 /27 /28 /29 /20 /30/31/32/33 /22 /34 /35 /36 /37 /38 /i255 /i255 /i255 /40/41/42/43 /44 /45 /46 /14 /i255 /1 /47 /i255 /14 /48 /3 /i255/12 /6 /9 /1 /10 /16 /i255 /6 /49 /i255 /14 /48 /3 /i255 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /14 /48 /13 /14 /i255/5/3 /5/50/3 /4 /47 /i255 /6 /49 /i255 /14 /48 /1 /47 /i255 /51 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /10 /6 /5/12 /9 /16 /i255 /52 /1 /14 /48 /i255 /14 /48 /3 /i255 /12 /4 /6 /2/1 /47 /1 /6 /15 /47 /i255 /6 /49 /i255/53/6/2 /3 /4 /15/5/3/15 /14 /i255 /54 /6 /51 /3 /i255 /55 /i255 /56 /57 /56 /58 /i255 /52 /1 /14 /48 /i255 /4 /3 /47 /12 /3 /10 /14 /i255 /14 /6 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /60 /34 /35 /36 /37 /61 /i255 /i255 /i255 /62/43 /42 /43 /63 /64 /65 /45 /i255 /66/67/68/43 /40/62/66/69 /63 /i255 /44/41/41/65/70 /43 /69 /64 /63/41/65 /71 /48 /3 /i255 /72 /6/4 /10 /3 /i255/73/12/14 /1 /6 /15 /47 /i255 /74 /15 /1 /14 /i255 /0 /1 /3 /18 /14 /3 /15 /13 /15 /14 /i255 /47 /48 /13 /9 /9 /i255 /13 /10 /14 /i255 /13 /47 /i255 /14 /48 /3 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /10 /6 /6 /4 /51 /1 /15 /13 /14 /6/4 /60 /i255 /71 /48 /3 /i255 /4 /3 /47 /12 /6 /15 /47/1 /50 /1 /9 /1 /14 /1 /3 /47 /i255 /6 /49 /i255 /14 /48 /3 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /10 /6 /6 /4 /51 /1 /15 /13 /14 /6 /4 /i255 /1 /15 /10 /9 /18 /51 /3 /i255 /50 /18 /14 /i255 /13 /4 /3 /i255 /15 /6 /14 /i255 /9 /1/5/1/14 /3 /51 /i255 /14 /6 /75 /76 /13/77/78/10 /14 /1 /15 /79 /i255 /13 /47 /i255 /9 /1 /13 /1 /47 /6 /15 /i255 /14 /6 /i255 /14 /48 /3 /i255 /79 /6 /2 /3 /4 /15 /1 /15 /79 /i255 /50 /6 /51 /16 /i255 /49 /6 /4 /i255/5/13/14 /14 /3 /4 /47 /i255 /4 /3 /9 /13 /14 /3 /51 /i255 /14 /6 /i255 /14 /48 /3 /i255 /4 /3 /59 /18 /1 /4 /3/5/3/15 /14/47 /i255 /6 /49 /i255 /14 /48 /1 /47 /i255 /12 /6 /9 /1 /10 /16 /60
/76 /50/77/46/51 /3 /15 /14 /1 /49 /16 /1 /15 /79 /i255 /51 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /14 /48 /13 /14 /i255 /59 /18 /13 /9 /1 /49 /1 /3 /47 /i255 /13 /47 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /1 /15 /i255 /14 /48 /3 /i255/10 /18 /4 /4 /3 /15 /14 /i255 /12 /6 /47 /47 /3 /47 /47 /1 /6 /15 /i255 /6 /49 /i255 /14 /48 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /80 /i255 /6 /4 /i255 /14 /48 /3 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /14 /48 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /1 /15 /14 /3 /15 /51 /47 /i255 /14 /6 /i255/13 /10 /59 /18 /1 /4 /3 /i255 /14 /48 /13 /14 /i255 /4 /3 /59 /18 /1 /4 /3 /47 /i255 /13 /12 /12 /4 /6 /2 /13 /9 /i255 /50 /16 /i255 /14 /48 /3 /i255 /79 /6 /2 /3 /4 /15 /1 /15 /79 /i255 /50 /6 /51 /16 /60 /76 /10 /77/54 /6 /15 /51 /18 /10 /14 /1 /15 /79 /i255 /13 /15 /i255 /1 /15 /2 /3 /15 /14 /6 /4 /16 /i255 /6 /49 /i255 /13 /9 /9 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /13 /14 /i255 /9 /3 /13 /47 /14 /i255 /13 /15 /15 /18 /13 /9 /9 /16 /60 /76 /51/77/54/6 /9 /9 /13 /50 /6 /4 /13 /14 /1 /15 /79 /i255 /52 /1 /14 /48 /i255 /13 /15 /16 /i255 /13 /9 /9 /1 /3 /51 /i255 /13 /79 /3 /15 /10 /16 /i255 /14 /48 /13 /14 /i255/5/13/16 /i255 /18 /47 /3 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /52 /1 /14/48 /1 /15 /i255 /14 /48 /3 /i255 /81 /18 /4 /1 /47 /51 /1 /10 /14 /1 /6 /15 /i255 /6 /49 /i255 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /76/53/6/2 /3 /4 /15/5/3/15 /14 /i255 /54 /6 /51 /3 /i255 /55 /i255 /56 /57 /56 /58 /77 /60 /76 /3/77/8/4 /3 /12 /13 /4 /1 /15 /79 /i255 /49 /6 /4 /80 /i255 /47 /10 /48 /3 /51 /18 /9 /1 /15 /79 /80 /i255 /13 /15 /51 /i255 /10 /6 /6 /4 /51 /1 /15 /13 /14 /1 /15 /79 /i255 /14 /48 /3 /i255 /13 /15 /15 /18 /13 /9 /i255 /10 /6/5/5/18/15 /1 /14 /16 /i255 /3 /15 /79 /13/79 /3/5/3/15 /14 /i255 /5/3/3 /14 /1 /15 /79 /i255 /14 /6 /i255 /1 /15 /10 /9 /18 /51 /3 /75 /58/60/8 /18 /50 /9 /1 /10 /1 /82 /1 /15 /79 /i255 /14 /48 /3 /i255 /51 /3 /14 /13 /1 /9 /47 /i255 /6 /49 /i255 /14 /48 /3 /i255/5/3/3 /14 /1 /15 /79 /60 /83/60/8 /4 /3 /12 /13 /4 /1 /15 /79 /i255 /49 /6 /4 /i255 /12 /18 /50 /9 /1 /10 /i255 /59 /18 /3 /47 /14 /1 /6 /15 /47 /i255 /4 /3 /79 /13 /4 /51 /1 /15 /79 /i255 /14 /48 /3 /i255 /51 /3 /12 /13 /4 /14/5/3/15 /14 /84 /47 /i255 /49 /18 /15 /51 /1 /15 /79 /80 /i255 /13 /10 /59/18 /1 /47 /1 /14 /1 /6 /15 /80 /i255 /13 /15 /51 /i255 /18 /47 /3 /i255 /6 /49 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /60 /76 /49 /77/8 /4 /3 /12 /13 /4 /1 /15 /79 /i255 /14 /48 /3 /i255 /13 /15 /15 /18 /13 /9 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /4 /3 /12 /6 /4 /14 /i255 /49 /6 /4 /i255 /47 /18 /50/5/1/47 /47 /1 /6 /15 /i255 /14 /6 /i255 /14 /48 /3 /i255 /54 /48 /1 /3 /49 /i255 /6/49 /i255 /8 /6 /9 /1 /10 /3 /i255 /13 /15 /51 /i255 /3 /15 /47 /18 /4 /1 /15 /79 /i255 /14 /48 /13 /14 /i255 /14 /48 /3 /i255 /4 /3 /12 /6 /4 /14 /i255 /1 /47 /i255/5/13/51 /3 /i255 /13 /2 /13 /1 /9 /13 /50 /9 /3 /i255 /6 /15 /i255 /14 /48 /3 /i255 /51 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /52 /3 /50 /47 /1 /14 /3 /i255 /76/53/6/2 /3/4 /15/5/3/15 /14 /i255 /54 /6 /51 /3 /i255 /55 /i255 /56 /57 /56 /83 /77 /60
/76 /79/77/85/47 /14 /13 /50 /9 /1 /47 /48 /1 /15 /79 /i255 /14 /48 /3 /i255 /12 /4 /6 /10 /3 /51 /18 /4 /3 /i255 /49 /6 /4 /i255 /13 /i255 /12 /3 /4 /47 /6 /15 /i255 /14 /6 /i255 /4 /3 /79 /1 /47 /14 /3 /4 /i255 /13 /i255 /10 /6/5/12/9 /13 /1 /15 /14 /i255 /6 /4 /i255 /10 /6 /15 /10 /3 /4 /15 /80 /i255 /6 /4 /i255 /48/6 /52 /i255 /14 /48 /13 /14 /i255 /12 /3 /4 /47 /6 /15 /i255/5/13/16 /i255 /47 /18 /50/5/1/14 /i255 /13 /i255 /59 /18 /3 /47 /14 /1 /6 /15 /i255 /13 /50 /6 /18 /14 /i255 /14 /48 /3 /i255 /18 /47 /3 /i255 /6 /49 /i255 /13 /i255 /14 /16 /12 /3 /i255 /6 /49 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /80 /i255 /13/15 /51 /i255 /48 /6 /52 /i255 /14 /48 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /52 /1 /9 /9 /i255 /4 /3 /47 /12 /6 /15 /51 /i255 /1 /15 /i255 /13 /i255 /14 /1/5/3/9 /16 /i255/5/13/15 /15 /3 /4 /60 /71 /48 /3 /i255/5/1/9 /1/14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /10 /6 /6 /4 /51 /1 /15 /13 /14 /6 /4 /i255/5/13/16 /i255 /51 /3 /9 /3 /79 /13 /14 /3 /i255 /14 /48 /3 /i255 /13 /50 /6 /2 /3 /i255 /14 /13 /47 /86 /47 /i255 /13 /47 /i255 /48 /3 /87 /47 /48 /3 /i255 /51 /3 /3/5/47/i255 /13 /12 /12 /4/6 /12 /4 /1 /13 /14 /3 /80 /i255 /50 /18 /14 /i255 /52 /1 /9 /9 /i255 /50/3 /i255 /4 /3 /47 /12 /6 /15 /47 /1 /50 /9 /3 /i255 /49 /6 /4 /i255 /3 /15 /47 /18 /4 /1 /15 /79 /i255 /14 /48 /3 /i255 /10 /6/5/12/9 /3 /14 /1 /6 /15 /i255 /6 /49 /i255 /13 /9 /9 /i255 /9 /1 /47 /14 /3 /51 /i255 /51 /18 /14 /1 /3 /47 /60 /34 /35 /36 /37 /88 /i255 /i255 /i255 /62/43 /42 /43 /63 /64 /65 /45 /i255 /66/67/68/43 /40/62/66/69 /63 /i255 /43 /69 /89 /66 /69 /63/41/65/45 /71 /48 /3 /i255 /49 /6 /9 /9 /6/52 /1 /15 /79 /i255 /10 /6 /15 /47 /14 /1 /14 /18 /14 /3 /47 /i255 /13 /i255 /9 /1 /47 /14 /i255 /6 /49 /i255 /59 /18 /13 /9 /1 /49 /16 /1 /15 /79 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /49 /6 /4 /i255 /14 /48 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /75 /90 /46 /15 /47 /3 /4 /14 /i255 /13/14 /14 /13 /10 /48/5/3/15 /14 /i255 /48 /3 /4 /3 /91 /34 /35 /36 /37 /92 /i255 /i255 /i255 /64/40 /40 /65/41/89/64 /42 /71 /48 /3 /i255 /54 /48 /1/3 /49 /i255 /6 /49 /i255 /8 /6 /9 /1 /10 /3 /i255 /6 /4 /i255 /14 /48 /3 /i255 /13 /18 /14 /48 /6 /4 /1 /82 /3 /51 /i255 /51 /3 /47 /1 /79 /15 /3 /3 /i255 /47 /48 /13 /9 /9 /i255 /6 /50 /14 /13 /1 /15 /i255 /13 /12 /12 /4 /6 /2 /13 /9 /i255 /49 /4 /6/5/i255/14 /48 /3 /i255 /79 /6 /2 /3 /4 /15 /1 /15 /79 /i255 /50/6 /51 /16 /i255 /50 /16 /i255 /52 /13 /16 /i255 /6 /49 /i255 /13/15 /i255 /6 /4 /51 /1 /15 /13 /15 /10 /3 /i255 /13 /51 /6 /12 /14 /1 /15 /79 /i255 /14 /48 /3 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /12 /6 /9 /1 /10 /16 /60 /i255 /78 /47 /i255 /12 /13 /4 /14 /i255 /6 /49 /i255 /14 /48 /3 /i255 /13 /12 /12 /4 /6 /2 /13 /9 /i255 /12 /4 /6 /10 /3/47 /47 /80 /i255 /14 /48 /3 /i255 /54 /48 /1 /3 /49 /i255 /6 /49 /i255/8 /6 /9 /1 /10 /3 /i255 /6 /4 /i255 /14 /48 /3 /i255 /13 /18 /14 /48 /6 /4 /1 /82 /3 /51 /i255 /51 /3 /47 /1 /79 /15 /3 /3 /i255 /47 /48 /13 /9 /9 /i255 /3 /15 /47 /18 /4 /3 /i255 /14 /48 /3 /i255 /12 /4 /6 /12 /6 /47 /3 /51 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /12/6 /9 /1 /10 /16 /i255 /1 /47 /i255 /47 /18 /50/5/1/14 /14 /3 /51 /i255 /14 /6 /i255 /14 /48 /3 /i255 /79 /6 /2 /3 /4 /15 /1 /15 /79 /i255 /50 /6 /51 /16 /i255 /13 /15 /51 /i255 /1 /47 /i255 /13 /2 /13 /1 /9 /13 /50 /9 /3 /i255 /6 /15 /i255 /14 /48 /3 /i255 /51 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /52 /3 /50 /47 /1 /14 /3 /i255 /13 /14 /i255 /9 /3 /13 /47 /14 /i255 /93 /57 /i255 /51 /13 /16 /47 /i255 /12 /4 /1 /6 /4 /i255 /14 /6 /i255 /13 /15 /16 /i255 /12 /18 /50 /9 /1 /10 /i255 /48 /3 /13 /4 /1 /15 /79 /i255 /10 /6 /15 /10 /3 /4 /15 /1 /15 /79 /i255 /14 /48 /3 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /59 /18 /1 /12/5/3/15 /14 /i255 /13 /14 /i255 /1 /47 /47 /18 /3 /i255 /76/53/6/2 /3 /4 /15/5/3/15 /14 /i255 /54 /6 /51 /3 /i255 /55 /i255 /56 /57 /56 /58 /77 /60 /i255 /71 /48 /3 /i255 /54 /6 /12 /16 /4 /1 /79 /48 /14 /i255 /0 /3 /94 /1 /12 /6 /9 /80 /i255 /0 /0 /54 /i255 /83 /57 /83 /95 /87 /57 /58 /87 /58 /57 /80 /i255 /78 /9 /9 /i255 /96 /1 /79 /48 /14 /47 /i255 /96 /3 /47 /3 /4 /2 /3 /51 /60 /8 /18 /50 /9 /1 /47 /48 /3 /51 /i255 /52 /1 /14 /48 /i255 /12 /3 /4/5/1/47 /47 /1 /6 /15 /i255 /50 /16 /i255 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /17/1/9 /1 /14 /13 /4 /16 /i255 /85 /59 /18 /1 /12/5/3/15 /14 /i255 /97 /i255 /98 /99 /95 ATTACHMENT 2
378
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/2 /3 /37 /57 /8 /18 /36 /9 /1 /35 /38 /3 /37 /i255 /41 /1 /14 /38 /i255 /12 /3 /4/5/1/35 /35 /1 /6 /15 /i255 /36 /16 /i255 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /17/1/9 /1 /14 /13 /4 /16 /i255 /84 /34 /18 /1 /12/5/3/15 /14 /i255 /60 /i255 /56 /96 /56 ATTACHMENT 2
379
/0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /11 /i255 /8 /6 /9 /1 /10 /16 /i255/17/13/15 /18 /13 /9 /19/20/21 /20 /22 /23 /24 /25 /i255 /27 /28 /29 /20 /30/31/32/33 /22 /13 /2 /13 /1 /9 /13 /34 /9 /3/i255 /35 /6 /4 /i255 /18 /36 /3 /37 /i255 /38 /39 /3 /i255 /4 /3 /12 /6 /4 /14 /i255 /36 /39 /13 /9 /9 /i255 /1 /15 /10 /9 /18 /40 /3 /i255 /13 /9 /9 /i255 /1 /15 /35 /6 /4/5/13/14 /1 /6 /15 /i255 /4 /3 /41 /18 /1 /4 /3 /40 /i255 /34 /16 /i255/42/6/2 /3 /4 /15/5/3/15 /14 /i255 /43 /6 /40 /3/i255 /44 /i255 /45 /46 /45 /47 /i255 /35 /6 /4 /i255 /14 /39 /3 /i255 /12/4 /3 /10 /3 /40 /1 /15 /48 /i255 /10 /13 /9 /3 /15 /40 /13 /4 /i255 /16 /3 /13 /4 /i255 /35 /6 /4 /i255 /3 /13 /10 /39 /i255 /14 /16 /12 /3 /i255 /6 /35 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /41 /18 /1 /12/5/3/15 /14 /i255 /1 /15 /i255 /40 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /1 /15 /2 /3 /15 /14 /6/4 /16 /37 /49 /50 /51 /52 /53 /i255 /i255 /i255 /55/56/57/57/58/59 /60 /61 /62 /i255 /63 /59/64/65/64/63/57/63/59 /61 /66/1/14 /39 /1 /15 /i255 /67/46 /i255 /40 /13 /16 /36 /i255 /6 /35 /i255 /36 /18 /34/5/1/14 /14 /1 /15 /48 /i255 /13 /15 /40 /i255 /12 /18 /34 /9 /1 /10 /9 /16 /i255 /4 /3 /9 /3 /13 /36 /1 /15 /48 /i255 /14 /39 /3 /i255 /13 /15 /15 /18 /13 /9 /i255 /4 /3 /12 /6 /4 /14 /68 /i255 /14 /39 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /i255 /36 /39/13 /9 /9 /i255 /39 /6 /9 /40 /i255 /13 /14 /i255 /9 /3 /13 /36 /14 /i255/6 /15 /3 /i255 /69 /3 /9 /9 /70 /12 /18 /34 /9 /1 /10 /1 /71 /3 /40 /i255 /13 /15 /40 /i255 /10 /6 /15 /2 /3 /15 /1 /3 /15 /14 /9 /16 /i255 /9 /6 /10 /13 /14 /3 /40 /i255 /10 /6/5/5/18/15 /1 /14 /16 /i255 /3 /15 /48 /13 /48 /3/5/3/15 /14 /i255/5/3/3 /14 /1 /15 /48 /68 /i255 /13/14 /i255 /69 /39 /1 /10 /39 /i255 /14 /39 /3 /i255 /11 /3 /12/13 /4 /14/5/3/15 /14 /i255 /36 /39 /6 /18 /9 /40 /i255 /40 /1 /36 /10 /18 /36 /36 /i255 /14 /39 /3 /i255 /4 /3 /12 /6 /4 /14 /i255 /13 /15 /40 /i255 /4 /3 /36 /12 /6 /15 /40 /i255 /14 /6 /i255 /12 /18 /34 /9 /1 /10 /i255 /41 /18 /3 /36 /14 /1 /6 /15 /36 /i255 /4 /3 /48 /13 /4 /40 /1 /15 /48 /i255 /14 /39 /3 /i255 /35/18 /15 /40 /1 /15 /48 /68 /i255 /13 /10 /41 /18 /1 /36 /1 /14 /1/6 /15 /68 /i255 /6 /4 /i255 /18 /36 /3 /i255 /6 /35 /i255/5/1/9 /1 /14 /13 /4 /16 /i255 /3 /41 /18 /1 /12/5/3/15 /14 /37 /49 /50 /51 /52 /51 /i255 /i255 /i255 /72/56/73/60 /55 /62 /i255 /74 /63 /75 /60 /63 /76 /38 /39 /1 /36 /i255 /12 /6 /9/1 /10 /16 /i255 /69 /13 /36 /i255 /4 /3 /2 /1 /3 /69 /3 /40 /i255 /34 /16 /i255 /43 /13 /12 /14 /13 /1 /15 /i255 /77 /6 /34 /3 /4 /48 /37 /43 /6 /12 /16 /4 /1 /48 /39 /14 /i255 /0 /3 /78 /1 /12 /6 /9 /68 /i255 /0 /0 /43 /i255 /47 /46 /47 /79 /80 /46 /81 /80 /81 /46 /68 /i255 /82 /9 /9 /i255 /83 /1 /48 /39 /14 /36 /i255 /83 /3 /36 /3 /4 /2 /3 /40 /37 /8 /18 /34 /9 /1 /36 /39 /3 /40 /i255 /69 /1 /14 /39 /i255 /12 /3 /4/5/1/36 /36 /1 /6 /15 /i255 /34 /16 /i255 /0 /1 /2 /3 /4/5/6/4 /3 /i255 /8 /6 /9 /1 /10 /3 /i255 /11 /3 /12 /13 /4 /14/5/3/15 /14 /17/1/9 /1 /14 /13 /4 /16 /i255 /84 /41 /18 /1 /12/5/3/15 /14 /i255 /70 /i255 /85 /86 /45 ATTACHMENT 2
380

2.36.200 Military equipment policy.

A. The City Council has made the following determinations:

1. The military equipment inventoried and presented to the City Council is necessary because there is no reasonable alternative that can achieve the same objective of officer and civilian safety;

2. The proposed military equipment policy (“policy”) will safeguard the public’s welfare, safety, civil rights, and civil liberties;

3. The equipment is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety (if any);

4. Prior military equipment use complied with the applicable equipment use policy (which included equipment now defined as military equipment) that was in effect at the time, or if prior uses did not comply with the accompanying military equipment use policy, corrective action has been taken to remedy nonconforming uses and ensure future compliance.

B. The police department has submitted a proposed policy to the City Council and has made those documents available on the police department’s website for at least 30 days prior to the public hearing concerning the military equipment at issue.

C. The policy was considered by the City Council as an agenda item in an open session of a regular meeting, noticed in accordance with the Ralph M. Brown Act, at which public comment was permitted.

D. The policy shall be made publicly available on the police department’s website for as long as the military equipment is available for use.

E. The police department shall submit an annual military equipment report to the City Council, containing the information required in Government Code Section 7072
, and the City Council shall determine whether each
type of military equipment identified in that report has complied with the standards for approval set forth in subsections (A)(1) through (A)(4) of this section.

F. The City Council shall review this section, and vote on whether to renew it, on an annual basis at a regular meeting, in accordance with Government Code Section 7071(e)(2).

ATTACHMENT 3
381
G. The City Council approves the policy and its use and finds that it satisfies the requirements of Government Code Section 7070(d). (Ord. 2134 § 1, 2022)
ATTACHMENT 3
382
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION RECEIVING THE LIVERMORE POLICE DEPARTMENT’S 2024 ANNUAL MILITARY EQUIPMENT REPORT, AND DETERMINING THAT THE

EQUIPMENT IDENTIFIED IN THE REPORT COMPLIES WITH THE APPLICABLE

STANDARDS, AND DETERMINING THAT LIVERMORE MUNICIPAL CODE SECTION 2.36.200 MILITARY EQUIPMENT POLICY SHOULD BE RENEWED AND

REMAIN IN EFFECT
On September 30, 2021, Governor Gavin Newsom signed into law Assembly Bill 481 (enacting Government Code section 7070, et seq.), for the use of military equipment by California law enforcement agencies.

The statutes enacted by AB 481 seek to provide transparency, oversight, and an opportunity for meaningful public input on decisions regarding whether and how military equipment is funded, acquired, or used by local police department. The Livermore Police Department is in possession of and acquires certain items of equipment that qualify as “military equipment” as defined by the applicable statutes.

On April 11, 2022, the City Council conducted a public hearing to receive input and comments on the City’s proposed military equipment policy, and thereafter introduced, and on April 25, 2022, adopted Ordinance No. 2134 adding section 2.36.200 Military Equipment Policy to the Livermore Municipal Code.

Consistent with the statutes enacted by AB 481, the Livermore Police Department prepared the 2024 Annual Military Report , attached hereto as Exhibit A, and it held a community engagement meeting on March 17, 2025, for public questions regarding the funding, acquisition, and use of the listed equipment.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby receives the Livermore Police Department’s 2024 Annual Military Equipment Report , attached hereto as Exhibit A, and based upon that report and the information presented in the staff report for this resolution hereby determines alternatives that:

1. The equipment is necessary because there are no reasonable alternatives that can achieve the same objectives of officer and civilian safety;

2. The equipment policy (Policy 709) will safeguard the public’s welfare, safety, civil rights, and civil liberties;

3. The equipment is reasonably cost-effective compared to available alternatives that can achieve the same objective of officer and civilian safety; and,

4. The use of the equipment complies with the policy that was in effect at the time. 383
2 RESOLUTION NO. ________
BE IT FURTHER RESOLVED by the City Council of the City of Livermore that it hereby determines that the policy set forth in Livermore Municipal Code section 2.36.200 Military Equipment Policy should be renewed and remain in effect.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on March 24, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel R. Gonzales______________ Deborah L. Elam Daniel R. Gonzales
City Clerk Deputy City Attorney
Exhibit A – 2024 Annual Military Equipment Report
384
SERVICE WITH HONOR . PROTECTION WITH PURPOSE.

Annual
Milit ary
Equipment
Report
2024
Livermore Police
Department
Livermore Police

EXHIBIT A
385
LIVERMORE POLICE DEP ARTMENT2
Introduction 3
Definitions 4
Community Concerns & Complaints 6
Internal Audit & Inventory 6
2024 Deployment Statistics 8
2024 Equipment Purchases 9
Proposed Equipment Purchases 9
Conclusion 10

APPENDIX
Military Equipment Inventory
T able of
Contents

EXHIBIT A
386
ANNUAL MILIT ARY REPORT FOR 2024 3
Introduction
On September 30, 2021, the Governor of the State of
&DOLIRUQLDDSSURYHG$VVHPEO\%LOO
FRGLȴHGDVVHFWLRQV
7070-7075 of the California Government Code) requiring
law enforcement agencies, such as the Livermore Police
Department, to have a military use policy approved by the City Council prior to requesting, seeking funding, acquiring or using military equipment. Assembly Bill 481 allows the governing body to approve the policy within its jurisdiction only if it determines that the military equipment meets VSHFLȴHGVWDQGDUGV
On April 11, 2022, the Livermore City Council approved
Ordinance Section 2.36.200 Military Equipment Policy. As required by Assembly Bill 481 and the Ordinance, the
Livermore Police Department must prepare a report on
the use of each type of military equipment approved in
the Policy over the last year. Subsequently, the City Council must then review the Ordinance, Policy and Annual Report, and determine whether the Department’s use of military
equipment in the past year complied with the Policy,
and whether to continue the Ordinance and Policy, take
action (by ordinance) to modify the Policy, or repeal the Ordinance.

As set forth in the Policy, the Livermore Police Department retains and employs limited military equipment to
VDIHJXDUGWKHFRPPXQLW\/3'RɝFHUVFHUWLȴHG
LQVWUXFWLRQDOVWD΍DQGVSHFLDOL]HGXQLWVUHFHLYHWUDLQLQJ throughout the year on the use of military equipment
approved under the Policy.

This Annual Report outlines the Livermore Police
Department’s military equipment inventory and usage,
community complaints over use of military equipment, and internal audits from January 1, 2024 through December 31, 2024. The Department will submit its Military Equipment Annual Report to City Council annually.

Effective January 1,
2022, Assembly Bill
(AB) 481 requires
law enforcement
agencies to
obtain approval
of the applicable
governing body
(Mayor and City
Council), by
adoption of a
military equipment
use policy prior
to taking certain
actions relating
to the funding,
acquisition, or use of
military equipment.

EXHIBIT A
387
LIVERMORE POLICE DEP ARTMENT4
Definitions
The Assembly Bill has designated the following categories of items as military equipment.

NOTE: The Livermore Police Department does not possess or use many of these types of equipment and does not currently have plans to acquire any new types of equipment not currently in use by the department or its partner agencies.

EQUIPMENT CATEGORY 1
o Unmanned, remotely piloted, powered aerial or ground vehicles EQUIPMENT CATEGORY 2
o Mine-resistant ambush-protected vehicles or armored personnel carriers EQUIPMENT CATEGORY 3
o High mobility multipurpose wheeled vehicles (HMMWV), two-and-one-half-ton trucks, ȴYHWRQWUXFNVRUZKHHOHGYHKLFOHVWKDWKDYHDEUHDFKLQJRUHQWU\DSSDUDWXVDWWDFKHG EQUIPMENT CATEGORY 4
o Tracked armored vehicles that provide ballistic protection to their occupants EQUIPMENT CATEGORY 5
o Command and control vehicles that are either EXLOWRUPRGLȴHGWRIDFLOLWDWHWKH operational control and direction of public safety units EQUIPMENT CATEGORY 6
o :HDSRQL]HGDLUFUDIWYHVVHOVRUYHKLFOHVRIDQy kind EQUIPMENT CATEGORY 7
o Battering rams, slugs, and breaching apparatuses that are explosive in nature EQUIPMENT CATEGORY 8
o Firearms and ammunition of .50 caliber or greater, excluding standard-issue shotguns and standard-issue shotgun ammunition

EXHIBIT A
388
ANNUAL MILIT ARY REPORT FOR 2024 5
EQUIPMENT CATEGORY 9
o 6SHFLDOL]HGȴUHDUPVDQGDPPXQLWLRQRIOHVVWKDQFDOLEHULQFOXGLQJȴUHDUPVDQG DFFHVVRULHVLGHQWLȴHGDVDVVDXOWZHDSRQVLQ3HQDO&RGHiDQG3HQDO&RGH iZLWKWKHH[FHSWLRQRIVWDQGDUGLVVXHKDQGJXQV
EQUIPMENT CATEGORY 10
o $Q\ȴUHDUPRUȴUHDUPDFFHVVRU\WKDWLVGHVLJQHGWRODXQFKH[SORVLYHSURMHFWLOHV EQUIPMENT CATEGORY 11
o 1RLVHȵDVKGLYHUVLRQDU\GHYLFHVDQGH[SORVLYe breaching tools EQUIPMENT CATEGORY 12
o Munitions containing tear gas or OC, excluding standard, service-issued handheld pepper spray
EQUIPMENT CATEGORY 13
o TASER® Shockwave, microwave weapons, water cannons, and long-range acoustic devices
EQUIPMENT CATEGORY 14
o Kinetic energy weapons and munitions
EQUIPMENT CATEGORY 15
o Any other equipment as determined by a governing body or a state agency to require additional oversight
Definitions (continued)

EXHIBIT A
389
LIVERMORE POLICE DEP ARTMENT6
The Livermore Police Department publishes
its Military Equipment Policy on the
Transparency & Information section of its
website.

Community concerns and military equipment
complaints can be received in-person
at the police department, online via the
GHSDUWPHQWȇVZHEVLWHFRQWDFWZLWKRɝFHUVLQ
WKHȴHOGWHOHSKRQHRUHPDLO
The department has solid internal
procedures for investigating complaints in
an impartial manner. We are committed to
HɝFLHQWO\DQGIDLUO\UHVROYLQJFRPSODLQWV
In 2024, there were no community
complaints, and therefore, no internal
investigations were conducted.

Community Concerns
& Complaints
2024

COMMUNITY

COMPLAINTS
0 Internal Audit &
Inventory
In accordance with Livermore Police Department policy 709.3 (c), the department’s military equipment coordinator, designated as the Force Options Unit Lieutenant, is required to complete an internal inventory of all military equipment within the department at least once annually.

Between November 25, 2024 and January 13, 2025, members and supervisors of the Force Options Unit and Tactical team completed an internal inventory of the department’s military equipment. The inventory was managed by the Force Options Unit Lieutenant. The inventory was completed in January of 2025, ZKLFKLGHQWLȴHGDOORIWKHGHSDUWPHQWȇVPLOLWDU\HTXLSPHQW

EXHIBIT A
390
ANNUAL MILIT ARY REPORT FOR 2024 7
Internal Audit &
Inventory (continued)
The internal inventory focused
on current military equipment
and proposed military
equipment needs for the 2025-
DQGȴVFDO\HDUV$OO
current military equipment was
found to be in good shape and
working order.
$QDXGLWRIWKHXVHRIPLOLWDU\
equipment was completed
by the Force Options Unit
Lieutenant. The audit
FRQȴUPHGWKDWGHSDUWPHQW
personnel were in compliance
with Policy 709 in the use of
military equipment.

The full inventory of
all military equipment
owned by the Livermore
Police Department is
attached as an appendix
to this report.

EXHIBIT A
391
LIVERMORE POLICE DEP ARTMENT8
2024 Deployment
St a tistics
Armored Vehicle (ARV) Deployments
The armored vehicle was deployed 11 times during this reporting period. These deployments included:
o (2) Tactical Team Callouts
o (7) Armed Suicidal Person
o (2) Wanted Barricaded Subjects Wanted for Crimes of Violence Unmanned Aerial Vehicles (UAVs) Deployments (also known as Drones) The UAVs were utilized in 125 incidents. Each incident may have encompassed multiple drone deployments, with each occurrence documented. For example, two drones could have been used on one incident but both drone deployments were tracked. Within the scope of these 125 incidents, the UAV deployments included:
o 133 Area Searches
o 31 Building Searches
o 16 Scene Documentations/Search Warrants/ Investigations Unit Assists o 14 Outside Agency Assists
o 10 Assists for the Livermore Pleasanton Fire Department Robot Deployments
There was 1 incident where the robot was utilized. This deployment included:
o Apprehension of a barricaded attempted murder suspect CS Gas Deployment
There was 1 incident where CS Gas was utilized. This deployment included:
o Apprehension of a barricaded attempted murder suspect (1) Spede-Heat CS Gas Canister
(28) Liquid CS projectiles
Kinetic Energy Projectile Deployments
There were 2 incidents where Kinetic Energy Projectiles were utilized. This deployment included:
o Apprehension of a barricaded attempted murder suspect (4) FN 303 projectiles
(4) Less-lethal shotgun
(4) 40mm projectiles not used on a person but used to break out and clear windows of obstructions to deploy a UAV inside
o Apprehension of an armed suicidal person
(1) FN 303 Projectile
Noise Flash Distraction Device Deployments (also known as Flashbangs) There was 1 incident where Noise Flash Distraction Devices (NFDD) were utilized. This deployment included:
o Apprehension of a barricaded attempted murder suspect (3) 9-bang NFDDs
(1) Single-bang NFDD

EXHIBIT A
392
FISCAL YEAR 2026-2027

EQUIPMENT QUANTITY UNIT
COST
TOTAL
COST
Patrol UAV
(Drone)
6 $10,000.00 $60,000.00
Drone First
Responder
Program
1 $125,000.00 $125,000.00
40mm Launcher 1 $2,980.00 $2,980.00
FN303 Launcher 1 $3,030.00 $3,030.00
Distraction Device
Mini-bang
46 $43.00 $1,978.00
Distraction Device
9-bang
40 $180.00 $7,940.00
40mm Ferret (CS) 75 $23.00 $1,725.00
Irritant Gas
Canisters (CS)
12 $35.00 420.00
Flameless Irritant
Gas Canisters (CS)
6 $48.00 $288.00
TOTAL $203,361.00
ANNUAL MILIT ARY REPORT FOR 2024 9
2024 Equipment
Purchases
FISCAL YEAR 2024-2025

EQUIPMENT QUANTITY UNIT
COST
TOTAL
COST
40mm Less Lethal Launcher 1 $2,980.00 $2,980.00
$55LȵHV 10 $1,310.00 $13,100.00
TOTAL $16,080.00
AB481 Military Equipment purchases are planned in the same way as all Livermore Police Department budgeted expenditures.

The proposed purchases are shown in the ﬁscal year in which they will be purchased, pending approval by the City Council.

All AB481 purchases have been and will be made with monies from the General Fund.

Proposed Equipment
Purchases
FISCAL YEAR 2025-2026

EQUIPMENT QUANTITY UNIT
COST
TOTAL
COST
40mm Less Lethal
Launcher
1 $2,980.00 $2,980.00
AR-15 Rifles 10 $1,111.77 $11,117.70
FN303 Launcher 1 $3,030.00 $3,030.00
.308 Ammunition
168GR
40 $181.00 $7,240.00
.308 Ammunition
180GR
23 $217.00 $4,991.00
Distraction Device
9-bang
40 $180.00 $7,940.00
Replacement ARV 1 $496,020 $496,020.00
TOTAL $533,318.70

EXHIBIT A
393
LIVERMORE POLICE DEP ARTMENT10
The Livermore Police Deparment
has demonstrated commitment to
transparency. Transparency and trust
in our community with regards to how
we protect and serve you is top of
mind for us – we understand that the
more we are able to open our doors
to you on all levels, the more we can
connect, communicate, and work
together.

This report provides information to
RXUFRPPXQLW\DQGHOHFWHGRɝFLDOV
as well as ensures compliance with
California state law.

CONCLUSIONS

LIVERMORE POLICE DEP ARTMENT
EXHIBIT A 394

CITY COUNCIL STAFF REPORT
ITEM NO. 5.7

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Resolution authorizing a supplemental appropriation to the Fleet Fund 730 in the amount of $3,113,239 to complete the planned purchase of vehicles for FY 2024-25

RECOMMENDED ACTION

Staff recommends City Council adopt a resolution authorizing a supplemental appropriation to the Fleet Fund 730 in the amount of $3,113,239 to the FY 2024-25 to fund the planned purchase of the vehicles identified in the 25-year Fleet Replacement Plan.

SUMMARY
An additional $3,113,239 is required to fund the replacement of 14 planned vehicle purchases through the end of FY 2024-25. Staff is requesting supplemental appropriation from two sources; $1,873,038 of unspent funds from FYs 2022-23 and 2023-24 Fleet Fund that were not appropriated to FY 2024-25 and $1,240,201 from the Fleet Replacement Reserve Fund.

DISCUSSION
The City owns vehicles that are operated across all departments to provide essential public services.

Fleet staff purchase new vehicles guided by both the City’s Fleet Policy and the 25-year Fleet Replacement Plan. The Fleet Policy recommends vehicle replacement based on number of years in service, odometer readings, annual maintenance and operational costs, and overall condition of the vehicle. The 25-year Fleet Replacement Plan helps staff track the 400+ vehicles' purchase information, replacement parameters and budgeting, and informs the scheduled vehicle purchases each fiscal year.

The replacement of these vehicles will increase the fleet reliability Citywide, lower operating costs, and reduce the need for preventive maintenance.

A supplemental appropriation is needed to purchase the remaining 14 vehicles scheduled for replacement. The replacement vehicles include those scheduled for purchase in FY 2024-25 and those backlogged from the prior two fiscal years. The backlog of vehicles were budgeted in the prior years, but staff were not able to complete the purchases.

395
The purchases were not completed in part because of pandemic-related supply chain disruptions which caused a shortage of components and vehicles and market volatility in the fleet industry making it difficult to secure vehicles. Some vehicles ordered by staff were cancelled by manufacturers months later due to lack of inventory. Staff minimized the shortages and cancellations by pushing out purchases to extend the life of the fleet and sharing vehicles with other departments to meet short-term needs.

FISCAL AND ADMINISTRATIVE IMPACTS

The funding for the supplemental appropriation is from two sources: $1,873,038 from unspent funds from FYs 2022-23 and 2023-24 Fleet Fund that were not appropriated to FY 2024-25 and $1,240,201 from the Fleet Replacement Reserve Fund. A supplemental appropriation is required to complete the purchase of vehicles scheduled through FY 2024-25.

PILLAR

5: A City That Works

GOAL

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

ATTACHMENTS

1. FY 2024-25 Planned Vehicle Replacements

2. Resolution

Prepared by: Marisa Gan
Acting Public Works Manager

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
396
FY 2024-25 Planned Vehicle Replacements
Funding Org Equip. No. Make Model Type of Vehicle Current Year Replacement
Interval (yrs.)
Replacement
Year
Replacement
Price
FY 24/25
10031000 PDA043 GGMC 2500 PICKUP-1/2TON-EXT CAB-2WD 2008 16 2025 64,394.80$ 10031000 PDA044 FORD RANGER PICKUP-1/4TON-EXT CAB-2WD-SRW 2008 17 2025 46,986.38$ 10031000 PDA045 FORD RANGER PICKUP-1/4TON-EXT CAB-2WD-SRW 2008 16 2025 44,576.48$ 60064001 6230 GENI Z4522 MANLIFT 1994 30 2025 97,090.50$ 10090000 LAPU92 CHEV G3500 VAN-1TON-CARGO-2WD 2009 15 2025 72,747.93$ 62066004 WRD017 PETE 335 PIPEHUNTER JETTER/RODDER 2009 15 2025 387,323.16$ 64067001 WRW035 FORD F350 PICKUP-1TON-REG CAB-2WD-UTILBODY 2011 13 2025 282,847.00$ 64067001 WRW029 FORD F350 PICKUP-1TON-REG CAB-2WD-UTILITYBODY CRANE 2009 15 2025 137,209.00$ 64067001 WRW036 FORD F350 PICKUP-1TON-REG CAB-2WD-UTILBODY CRANE 2014 10 2025 118,095.00$ 64067001 WRW008 DODG DAKOTA PICKUP-1/4TON-EXT CAB-2WD 2004 20 2025 128,685.00$ 62066004 WRD025 FORD F350 PICKUP-1TON-REG CAB-2WD-UTILBODY CRANE 2008 16 2025 224,658.90$ 62066002 WRD004 FORD F350 PICKUP-1TON-REG CAB-2WD-UTILBODY 2004 20 2025 102,045.28$ 62066004 WRD026 FORD F250 PICKUP-3/4TON-EXT CAB-2WD 2012 12 2025 99,090.38$ 10061500 STR006 FORD F350 PICKUP-1TON-REG CAB-2WD-UTIL 2008 16 2025 82,460.27$ Legend
Quote, no PO/Agreement
Not ordered
Utility body, not ordered
ATTACHMENT 1
397
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION

OF THE GENERAL FUND EXISTING FLEET REPLACEMENT
RESERVE FUND (FUND 730) IN THE AMOUNT OF $3,113,239 IN FY 2024-25 TO COMPLETE THE PLANNED PURCHASE OF VEHICLES
FOR FY 2024-25
The City of Livermore owns vehicles that are operated across all departments to provide essential public services. The Fleet Services Section of the Maintenance Division of the Public Works Department is responsible for purchasing new vehicles and that purchasing decision is guided by the City’s Fleet Policy and the 25-year Fleet Replacement Plan.

A supplemental appropriation of $3,113,239, $1,873,038 in unspent funds from the FY 2022-23 and 2023-24 Fleet Fund that were not appropriated to FY 2024-25 and $1,240,201 from the Fleet Replacement Reserve Fundis needed to purchase the remaining 14 vehicles scheduled for replacement. The replacement vehicles include those scheduled for purchase in FY 2024-25 and those backlogged from the prior two fiscal years.

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

1. Authorizes a supplemental appropriation of the General Fund Existing Fleet Replacement Reserve Fund (Fund 730) in the amount of $3,113,239 in FY 2024-25 to complete the purchase of vehicles scheduled through FY 2024-25.

2. Authorizes the City Manager, or her designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on March 24, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly A. O’Toole___________ Deborah L. Elam Molly A. O’Toole
City Clerk Assistant City Attorney
398

CITY COUNCIL STAFF REPORT
ITEM NO. 5.8

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing execution of an Affordable Housing Loan Agreement, an Affordable Housing Regulatory Agreement, a Ground Lease and all other related documents authorized and described in those agreements with Pac Avenue, L.P. and appropriating $5,000,000 in State Local Housing Trust Funds (LHTF) and $1,500,000 in City Affordable Housing Trust Funds for the development loan for the development of the Pacific Avenue Senior Apartments Phase 1.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution authorizing:
1 .

The City Manager, or her designee, to execute an Affordable Housing Loan Agreement, an Affordable Housing Regulatory Agreement and all other related documents authorized and described in those agreements, substantially in the forms attached to the resolution as Exhibits A and B, respectively, with Pac Avenue, L.P. for the development of the Pacific Avenue Senior Apartments Phase 1, with authorization for the City Attorney to approve minor changes and final form;
2 .

An appropriation of $5,000,000 in State Local Housing Trust Funds (LHTF) and $1,500,000 in City Affordable Housing Trust Funds, totaling $6,500,000 to Pac Avenue, L.P. for the Development Loan;
3 .

The City Manager to execute a Ground Lease with Pac Avenue, L.P., substantially in the form attached to the resolution as Exhibit C, including the HUD addendum to Ground Lease, and all related documents referred to in and necessary to carry out that agreement, subject to final approval of terms and form by the City Attorney; and
4 .

The City Manager to execute a City-County Subordination Agreement with Alameda County, and a Subordination Agreement with First Citizen’s Bank and Trust Company, a Modification and Subordination Agreement and a Capital Advance Mixed-Finance Program Use Agreement with the U.S. Department of Housing and Urban Development, substantially in the forms attached to the resolution as Exhibits D, E, F and G, respectively, and subject to the City Attorney’s final approval of terms and form.

SUMMARY
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On September 16, 2021, the City, Satellite Affordable Housing Associates (SAHA), and Interfaith Housing (IFH) executed the Disposition, Development and Loan Agreement (DDLA) to memorialize the plan for SAHA, as lead developer of the project, to design, entitle and obtain financing for 140-units of affordable rental housing for Seniors, the "Pacific Avenue Senior Apartments", on City land located near 3800 Pacific Avenue. Since then, SAHA has assembled a variety of Federal, State and local funding sources to finance the first 79-unit phase of the project and is ready to close escrow on all financing and issue a notice to proceed to their contractor by April 1st, with construction to begin thereafter. Staff recommends City Council approve the Ground Lease, Loan and Regulatory Agreements with SAHA’s limited partnership, Pac Avenue, L.P. which will lease the site and own the project. Staff further recommends Council approve a total appropriation of $6,500,000 in State Local Housing Trust and City Affordable Housing Trust Funds for a loan to develop the project. The City's Regulatory Agreement will restrict the units to occupancy by very low-income Seniors at affordable rents for a period of 55-years.

Staff recommends approval of the City agreements and subordination and use agreements with the other lenders on the project to enable the development to proceed.

DISCUSSION
Background

In April 2018, the City of Livermore solicited proposals from qualified developers for the vacant, 3-acre +/- site located adjacent to the LARPD skate park at 3800 Pacific Avenue for development into affordable rental housing for Seniors (age 62 and older). On July 23, 2018, City Council approved execution of an Exclusive Negotiating Rights Agreement (ENRA) with Satellite Affordable Housing Associates (SAHA) and Interfaith Housing (IFH) to develop a concept and negotiate a Disposition, Development and Loan Agreement (DDLA) for the site. The ENA was executed on July 24, 2018, and further extended on July 24, 2019. On June 15, 2020, the Livermore City Council approved a General Plan Amendment and land use designation for the property to allow for housing development.

On September 16, 2021, the City, Satellite Affordable Housing Associates (SAHA), and Interfaith Housing (IFH) executed the Disposition, Development and Loan Agreement (DDLA) to memorialize the plan for SAHA, as lead developer of the project, to design, entitle and obtain financing for 140-units of affordable, senior housing, the Pacific Avenue Senior Apartments. On November 16, 2021, the City’s Planning Commission approved SAHA’s entitlements to develop senior apartments on the property, including a 79-unit building (Phase 1) and 61-unit building (Phase 2).

The DDLA was amended on December 13, 2022. Under the terms of the DDLA, the City agreed to convey the property through two, 99-year ground leases for each of the project phases. The DDLA also provided $657,000 in predevelopment loan funding to assist with costs to design and entitle the project and committed future funding to assist with development of the housing, requiring a City regulatory agreement to ensure long-term rent affordability and compliance with property management standards.

The DDLA provided the forms of future City agreements to be executed with the limited partnerships, established and controlled by SAHA, to own each project phase, in accordance with tax credit program requirements. The limited partnership established by SAHA entering into these documents and referred to as "Developer", "Owner", "Borrower", or "Lessee" is Pac Avenue, L.P.

Project Funding

SAHA will fund the first 79-unit project phase through a variety of sources including the $6,500,000 City development loan, low-income housing tax credits through the State of California, an Affordable Housing 400
Program (AHP) Loan through the Federal Home Loan Bank, Section 202 Supportive Housing for the Elderly Program funding from the U.S. Department of Housing and Urban Development (HUD), No Place Like Home funding from the State of California, Alameda County Measure A1 Bond Affordable Rental Housing Funds, and 20 Project Based Section 8 Vouchers from the Livermore Housing Authority. These permanent sources will fund the $52,966,260 development cost, which includes operating reserves for services and expenses related to the most deeply affordable units in the project.

On August 1, 2024, the City applied to the State of California Housing and Community Development Department’s (HCD) Local Housing Trust Fund Program (LHTF) and was awarded $5,000,000. The State’s LHTF award was matched through the value of the City’s contribution of land for the Pacific Senior Apartment project. As proposed, an additional $1,500,000 in City Affordable Housing Trust Funds would be added to the LHTF to make the total $6,500,000 development loan.

Table of Permanent Financing Sources

Sources

$25,000,530
Tax Credit Program Equity
$6,500,000
City of Livermore Development Loan
$657,000
City of Livermore Predevelopment Loan
$6,234,012
Alameda County A1 Bond Rental Housing Program
Loan
$359,090
Accrued Interest on City/County Loans
$6,257,776
State HCD No Place Like Home (NPLH) Funds
$6,947,852
HUD Section 202 Capital Advance
$10,000
Partnership Capital Contribution for HUD 202
Deposit
$1,000,000
Federal Home Loan Bank (AHP)
$52,966,260
Total

City Loan & Regulatory Agreement
The Affordable Housing Loan Agreement describes the terms under which the City will provide development loan assistance for Phase 1. City funds will be drawn during construction and will remain in the project as permanent financing for a term of 55 years. The loan will accrue interest at a three percent (3%), simple, annual rate which is the City’s standard rate for similar affordable housing projects. The City’s $657,000 predevelopment loan, previously provided through the DDLA, will be documented through an amended and restated promissory note to match interest and payment terms with a new promissory note documenting the $6,500,000 development loan, together secured through a single leasehold deed of trust totaling $7,157,000.

City subsidy on a per unit basis is $90,594, which is reasonable for the project size and type based on other City-supported affordable housing developments. Payments on the City loan would be variable and based on the availability of “residual receipts” or remaining cash after all operating expenses are paid and distributions are made to the project partners. Residual receipts payments are common “soft debt” terms provided by County and City lenders. Flexible payment loans enable project developers to keep private, fixed-debt payments low, so that deeply affordable rental properties with limited tenant rent revenues can pay for operations.

As a condition of receiving City loan assistance, the project owner will enter into a City Regulatory 401
Agreement, which describes use, affordability requirements, and property management standards.

Occupancy in the project will be restricted to extremely low and very low-income seniors earning between 30% of Area Median Income and 50% of Area Median Income (AMI), and rents will be restricted to be affordable at those income levels. For example, current fair market rent established by the Livermore Housing Authority for a one-bedroom apartment in Livermore is $2,421, whereas project rents for a one bedroom will range from approximately $935 to $1560. Income and rent restrictions will be in place for 55 years from the end of construction. The City will monitor compliance with the agreement annually. The City’s restrictions will also require the project offer local resident and Veteran’s application preferences, subject to conformance with fair housing law and the leasing requirements of other approved lenders.

Under the proposed HUD-City subordination agreement, the City’s Deed of Trust would be subordinate to the HUD loan and regulatory documents, including the HUD deed of trust, regulatory agreement, use agreement, and UCC financing statement for the Capital Advance Mixed Financing Program.

The project also received an award of $6,234,012 in Alameda County A1 Bond funds from the City base allocation and East County rental housing development funding pools. The County will secure its loan through a deed of trust and regulatory agreement that will be recorded to memorialize the County’s affordability restrictions. Under the proposed City-County subordination agreement, the City’s Regulatory Agreement would be subordinate only to the County’s regulatory agreement, while the City’s Deed of Trust would be superior to the County’s deed of trust. Subordination to the County’s regulatory agreement does not limit the City’s ability to enforce its regulatory agreement. Through the County’s regulatory agreement, 24 units will be reserved for formerly homeless Seniors. The County’s funding will be layered with State No Place Like Home funding to provide supportive services for those units.

The project has received a commitment of $30,605,014 for a construction funding loan to be provided by First Citizen’s Bank and Trust (the “Bank”). This private loan requires subordination of the City’s Deed of Trust to the Bank deed of trust, however the City’s Regulatory Agreement will not be subordinated. The Bank loan will be carried only during the construction period and then repaid at the close of escrow on permanent financing with some of the other sources previously described.

City Ground Lease
The proposed 99-year Ground Lease for Phase 1 will allow the project owner with the long-term leasehold interest necessary to obtain financing to construct the 79-unit building and associated improvements on the City’s property. The long-term ground lease extends the maximum possible term to the developer and provides lenders with the security of a long-term interest in financing the improvements. The City’s loan interests in the buildings also are secured through the leasehold interest provided to the developer. The extended lease term also allowed the City to use the value of land as required matching funds for the $5,000,000 LHTF Grant.

Nominal annual ground lease payments of $1 per year are required so long as the property complies with the affordability requirements to restrict 100% of the units for affordable Senior housing for the 55- year affordability term, as previously described. Following the 55-year term, the property will be required to reserve at least 49% of units at rents affordable to Seniors with incomes no greater than 60% of Area Median Income. It is anticipated that during the 99-year period, the building and improvements will be refinanced and renovated thus extending the opportunity to continue offering the site as 100% affordable Senior housing.

402
Attached to the Ground Lease is a lease addendum, required by HUD, as a condition of receiving the Section 202 Capital Advance. As previously noted, the project received a competitive award of funding from the U.S. Department of Urban Development (HUD) Section 202 Supportive Housing for the Elderly Program (“HUD 202”). This program will provide an interest free capital advance for construction and ongoing project rental assistance to fund the difference between owner operating costs and tenant rent contributions, thus enabling the project to keep rents affordable for extremely low-income Seniors.

Participation by HUD is further conditioned upon the City signing onto a program use agreement between HUD and the Pac Avenue L.P., in substantially the form attached to the Resolution as Exhibit G, which will ensure that the project will be used as affordable housing for seniors for a term of 55 years.

The City Manager would have authority to sign other agreements under her authority to consent as described in the Lease and to carry out activities described in the Lease including executing any addenda, amendments and additional agreements so long as they do not substantially affect the City’s rights and obligations described in the Lease. Any substantive modifications to the lease in the future would need approval by the City, Lessee, and other lenders who have approved loans on the property.

If approved by City Council, SAHA will close escrow on construction financing and will issue a notice to proceed to their contractor by April 1, 2025, with construction to start thereafter. Construction of Phase 1 is expected to complete within 24 months of commencement.

FISCAL AND ADMINISTRATIVE IMPACTS

No general funds will be allocated to this project. If approved, the City’s $6,500,000 development loan will be funded through an appropriation of $5,000,000 in State Local Housing Trust Funds (LHTF), and $1,500,000 in City Affordable Housing Trust Funds. Annual monitoring costs for the loan and regulatory agreement will be paid for by the borrower in accordance with what is set forth in the City’s master fee schedule. The Ground Lease will generate a nominal amount of $1.00 per year. All fees and costs associated with the improvements and operation of the development, including any fees or assessments, will be the responsibility of the lessee.

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 - Loan Agreement

3. Exhibit B - Regulatory Agreement

4. Exhibit C - Ground Lease

5. Exhibit D - City/County Subordination

6. Exhibit E - First Citizen's Subordination

7. Exhibit F - Modification and Subordination

8. Exhibit G - HUD Use Agreement
403

Prepared by: Fran Earl
Housing and Human Services
Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AN AFFORDABLE HOUSING

LOAN AGREEMENT, AN AFFORDABLE HOUSING REGULATORY AGREEMENT, AND A GROUND LEASE WITH PAC AVENUE, L.P. FOR THE DEVELOPMENT OF THE PACIFIC AVENUE SENIOR APARTMENTS PHASE 1, AND APPROPRIATING $5,000,000 IN STATE LOCAL HOUSING TRUST FUNDS (LHTF) AND $1,500,000 IN

CITY AFFORDABLE HOUSING TRUST FUNDS FOR THE DEVELOPMENT LOAN Satellite Affordable Housing Associates (“SAHA”) is a non-profit organization whose mission is to provide quality affordable homes and services that empower people and strengthen neighborhoods.

In January 2018, the City Council directed staff to take the necessary steps to identify a developer for an approximately 3.6 acre site on Pacific Avenue (the “Property”) to develop an affordable senior housing project with a preference for veterans (the “Project”).

In April 2018, the City issued a request for qualifications seeking capable developers who could meet the stated project goals of providing an innovative development plan for the site that includes 100-140 units of affordable senior housing (including a preference for veterans, and services for seniors with disabilities and special needs).

On July 23, 2018, the competitive process concluded with the City Council’s selection of SAHA and Interfaith Housing (IFH) as the developer for the Project. The City then entered into an Exclusive Negotiating Rights Agreement (ENRA) that allowed for the predevelopment site analysis, project scoping, and determination of a preliminary site plan.

On September 13, 2021, the City Council authorized the execution of a Disposition Development and Loan Agreement (DDLA) with SAHA and IFH to award a 99-year lease to develop the site to construct up to 140 units of senior, multi-family rental housing over two phases of development, which will be affordable for households with incomes no greater than 60% of Area Median Income for Alameda County, and at least 49% of all units restricted for seniors earning up to 50% of Area median income. The DDLA set forth the terms and conditions the City Council determined to be best suited for the provision of the Project and its affordable housing as required by California Government Code Section 37364.

On November 16, 2021, the City approved land use entitlements for the Project for a Phase 1 development of 79-units and a Phase 2 development consisting of 61-units.

SAHA has assembled a variety of Federal, State and local funding sources to finance the first 79-unit phase of the project and is ready to close escrow on all financing and start construction, so now the City and SAHA’s limited partnership which will lease 405
2 RESOLUTION NO. ________
the site and own the project, Pac Avenue, L.P, wish to enter into the Ground Lease, Loan and Regulatory Agreements and approve and execute subordination and use agreements with the other project lenders to enable the development to proceed.

The proposed loan and ground lease are for the Phase 1 development of 79-units and are conditioned upon the execution of the City Regulatory Agreement, that describes use, affordability requirements, and property management standards. The Regulatory Agreement requires occupancy in the project to be restricted to extremely low and very low-income seniors earning between 30% of Area Median Income and 50% of Area Median Income (AMI), and rents will be restricted to be affordable at those income levels.

Income and rent restrictions will be in place for 55 years from the end of construction. The City will monitor compliance with the agreement annually. The City’s restrictions will also require the project offer local resident and Veteran’s application preferences, subject to conformance with fair housing law and the leasing requirements of other approved lenders. Following the 55-year term, the property will be required to reserve at least 49% of units at rents affordable to Seniors with incomes no greater than 60% of Area Median Income. It is anticipated that during the 99-year period, the building and improvements will be refinanced and renovated thus extending the opportunity to continue offering the site as 100% affordable.

The City also desires to appropriate $6,500,000 in State Local Housing Trust and City Affordable Housing Trust Funds to fund the loan to SAHA to develop the Project.

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

1. The City Manager, or her designee, is authorized to execute an Affordable Housing Loan Agreement and an Affordable Housing Regulatory Agreement on behalf of the City with Pac Avenue, L.P. in substantially the same form as the agreements attached to this resolution as Exhibits A and B, respectively, for the development of the Pacific Avenue Senior Apartments Phase 1, subject to the City Attorney’s approval as to form. Likewise, the City Manager or her designee is further authorized to execute other related documents authorized and described in those agreements.

2. The amount of $5,000,000 in State Local Housing Trust Funds (LHTF) and $1,500,000 in City Affordable Housing Trust Funds, totaling $6,500,000 is hereby appropriated for the Affordable Housing Loan Agreement with Pac Avenue, L.P.

3. The City Manager, or her designee, is authorized to execute a Ground Lease on behalf of the City with Pac Avenue, L.P. in substantially in the same form as the lease attached to this resolution as Exhibit C, subject to the City Attorney’s approval as to form. Likewise, the City Manager or her designee is further authorized to execute other related documents authorized and described in the lease, including the HUD addendum to Ground Lease and a HUD Use Agreement, subject to the City Attorney’s approval as to form
406
3 RESOLUTION NO. ________

4. The City Manager, or her designee, is authorized to execute a City-County Subordination Agreement with Alameda County, a Subordination Agreement with First Citizen’s Bank and Trust Company, a Modification and Subordination Agreement and a Capital Advance Mixed-Finance Program Use Agreement with the U.S. Department of Housing and Urban Development (HUD) in substantially the same form as the agreements attached to this resolution as Exhibits D, E, F and G, respectively, and subject to the City Attorney’s approval as to form.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on March 24, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_______________________________ /s/ Jason R. Alcala_____________ Deborah L. Elam Jason R. Alcala
City Clerk City Attorney
Exhibit A – Form of Affordable Housing Loan Agreement
Exhibit B – Form of Affordable Housing Regulatory Agreement Exhibit C – Form of Ground Lease
Exhibit D – Form of City-County Subordination Agreement Exhibit E – Form of Subordination Agreement with First Citizen’s Bank and Trust Company
Exhibit F – Form of Modification and Subordination Agreement with HUD Exhibit G – Form of Capital Advance Mixed-Finance Program Use Agreement with HUD 407

AFFORDABLE HOUSING LOAN AGREEMENT
by and between

THE CITY OF LIVERMORE
and

Pa
c Avenue, L.P.

Pa
cific Senior Apartments Phase 1
_______________, 2025

EXHIBIT A
408
135.054/639247
THIS AFFORDABLE HOUSING LOAN AGREEMENT (this “Agreement”) is entered into effective as of ________________, 2025 (“Effective Date ”) by and between the City of Livermore, a municipal corporation (“ City”) and Pac Avenue, L.P., a California limited partnership (“Borrower”). The City and the Borrower are collectively referred to herein as the “Parties.”

RECITALS
A. On September 16, 2021, the City, Satellite Affordable Housing Associates , a California nonprofit public benefit corporation (“ SAHA”), and Interfaith Housing, Inc., a California nonprofit public benefit corporation (“IFH”) executed a Disposition, Development and Loan Agreement (the “ DDLA”), with respect to the development of approximately 3.56 acres of real property located adjacent to Sunken Gardens Park (3800 Pacific Avenue) at the eastern terminus of Pacific Avenue in Livermore, California (the “ Pacific Senior Property ”).

On December 13, 2022, the City approved a First Amendment to the executed DDLA , which included the property subdivision, an updated performance schedule, and a ground lease term sheet.

B. Pursuant to the DDLA, SAHA will develop one hundred forty (140 ) units of affordable, senior multi-family rental housing (the “Pacific Avenue Project”), with a preference for veterans, to the extent permitted by Applicable L aws, on the Pacific Senior Property . The Pacific Avenue Projects shall be divided into two phases consisting of a 79-unit building with one manager’s unit (“ Phase 1 ”, or the “Project”) and a 61- unit building (“ Phase 2 ”). This agreement only encumbers Phase 1 of the Project.

C. In accordance with the DDLA, the City agreed to convey the Pacific Senior Property to SAHA through two long- term ground lease s (one dedicated for each Phase), commencing with the Phase 1 ground lease (the “Ground Lease ”). The City agrees to provide up to Seven Million One Hundred Fifty- Seven Thousand Dollars ($7,157,000) in financing for Phase 1 of the development, which financing was apportioned as (i) Six Hundred Fifty -Seven Thousand Dollars ($657 ,000) in predevelopment financing and (ii) Six Million Five Hundred Thousand Dollars ($6,500,000) in permanent development financing in accordance with the City-approved financing plan, and loaned concurrently with the close of escrow of construction financing.

D. In accordance with the DDLA, the City filed Parcel Map No. 10858 for recordation in the Official Records of Alameda County (the “ Map”), on November 27, 2024, in Book 360 of maps at pages 87 -89, subdividing the Pacific Senior Property . The Borrower intends to lease “Parcel 2”, as shown on the Map, for Phase 1, (the “Property”) more particularly described in Exhibit A attached hereto. On or about the date of this Agreement, Borrower will ground lease the Property.

E. In accordance with the DDLA, SAHA formed Pac Avenue, L.P. to develop, own and operate the Project.

F. In accordance with the DDLA , and upon the satisfaction of the conditions precedent set forth in this Agreement and subject to the terms and conditions set forth herein, the

EXHIBIT A
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135.054/639247
City has agreed to (i) allow for the a ssignment/assumption/amendment of the City Predevelopment Note (as define d below) to the Borrower; and (ii) make a development loan to the Borrower in an amount not to exceed Six Million Five Hundred Thousand Dollars ($6,500,000), (the “City Development Loan”) to assist with permanent development financing of the Project. The California Department of Housing & Community Development (HCD) Local Housing Trust Fund (LHTF) Program is funding $5,000,000 of the City Development Loan.

G. Pursuant to the DDLA, the City has disbursed all of the proceeds of the City Predevelopment Loan to SAHA, evidenced by the Promissory Note dated September 16, 2021, (the “City Predevelopment Note”). The City Predevelopment Note will be amended , restated and assumed by Borrower pursuant to Section 4.1.2 of this Agreement.

H. Concurrently with the execution of this Agreement, Borrower assumes the obligation to repay the City’s Predevelopment Loan, Borrower will execute, and deliver to City, and as applicable, cause to be recorded in the Official Records: the City Development Loan Note (as defined herein, and together with the City A&R Predevelopment Note (as hereinafter defined), as assigned to Borrower ( collectively, the “Notes”), to evidence Borrower’s obligation to repay the City Development Loan, a leasehold deed of trust in the amount of Se ven Million One Hundred Fifty-Seven Thousand Dollars ( $7,157,000), that will provide City with a security interest in the Property (the “Deed of Trust ”) to secure the Notes , and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants, that will restrict units in the Project to be affordable to low-income households, with incomes that do not exceed 20%, 30%, 50% and 60% of the Area Median Income, for a term of not less than fifty-five (55) years.

I. A material inducement to the City to enter into this Agreement is the representation by Borrower to develop the Project within the time periods specified herein, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Borrower to take such actions and complete such work in accordance with the provisions and time periods set forth herein ( i) commence construction for Phase 1 within 12 months of evidence of financing; and (ii) complete construction within two (2) years of commencement.

NOW
, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I
DEFINITIONS; EXHIBITS

1.1 Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. “Affordable Rent” is defined in the Regulatory Agreement. “Applicable Laws” is defined in Section 5.5.

EXHIBIT A
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135.054/639247
“ Approved Financing ” for the Project means the sources included in the Approved Development Budget, attached as Exhibit G , or as otherwise modifie d in accordance with Section 8.7.
“Approved Senior Loan ” means the loan provided by First Citizens Bank in an approximate amount of $30,984,790.
“Area Median Income” is defined in the Regulatory Agreement. “Borrower” is defined as Pac Avenue, L.P., a California limited partnership. “Certificate of Completion” means a final certificate of occupancy or its equivalent.

“City’s Authorized Representative” means the City Manager of the City of Livermore. “City” means the City of Livermore, a municipal corporation. “City A&R Predevelopment Note” is defined in Section 4.1.2. “City Council” means the City Council of the City of Livermore. “ City Development Loan” is defined in Recital F.
“City Development Loan Note” is defined in Recital H.
“City Documents” means collectively, this Agreement, the City Note(s), the Leasehold Deed of Trust, the Regulatory Agreement and the Ground Lease. “ City’s Permitted Exceptions” is defined in Section 4.6(f). “City Predevelopment Note” is defined in Recital G.
“Claims” is defined in Section 5.4.
“Closing Date” or “Close of Escrow” shall be the date that escrow closes for the Loan. “DDLA” is defined in Recital A.
“Deed of Trust” is defined in Recital H.
“Environmental Laws” is defined in Section 7.1.2.
“Escrow Agent” is defined in Section 3.1.
“Ground Lease” is defined in Recital C.
“HCD” is defined as California Department of Housing & Community Development. “IFH” is defined in Recital A.

EXHIBIT A
411
135.054/639247
“Force Majeure” is defined in Section 12.1.
“Hazardous Material” is defined in Section 7.1.1.
“Improvements” is defined in Section 2.2.
“ Indemnitees” is defined in Section 5.4.
“ Lender’s Title Policy” is defined in Section 4.6(f).
“LHTF” is defined as Local Housing Trust Fund.
“ Loan” means collectively the City Predevelopment Loan and the City Development Loan.
“ Map” is defined in Recital D.
“Notes” is defined in Recital H.
“ Official Records” means the Official Records of Alameda County. “Pacific Avenue Project” is defined in Recital B.
“Pacific Senior Property” is defined in Recital A.
“Parcel 2” is defined in Recital D.
“Partnership Agreement” is defined in Section 8.3.
“Phase 1” is defined in Recital B.
“Phase 1 Ground Lease ” is defined as that certain Ground Lease between City of Livermore and Pac Avenue, L.P. executed on ________________, 2025 and recorded in the Official Records of Alameda County.
“Phase 2” is defined in Recital B.
“Project” is defined in Recital B.
“Property” is defined in Recital A.
“Regulatory Agreement” is defined in Section 4.6(d).

“ SAHA” is defined in Recital A.
“Title Company” is defined in Section 3.1.

“ Transfer” is defined in Section 8.2.

EXHIBIT A
412
135.054/639247

1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A Legal Description of the Property
B Form of City Amended & Restated Predevelopment Note
C Form of City Development Note
D Form of City Leasehold Deed of Trust
E Form of Regulatory Agreement
F Insurance Requirements
G Approved Development Budget
H Form of Ground Lease

ARTICLE II
REPRESENTATIONS; PROJECT SCOPE; FINANCING PLAN

2.1 Borrower’s Representations. Borrower represents and warrants to City as follows, and Borrower covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Borrower shall immediately give written notice of such fact or condition to City. Borrower acknowledges that City shall rely upon Borrower ’s representations made herein notwithstanding any investigation made by or on behalf of City.

(a) Organization. Borrower is a limited partnership, duly organized and in good standing under the laws of the State of California. Borrower’s general partner is Pac Avenue, LLC, a limited liability company that is duly organized and in good standing under the laws of the State of California and whose sole member s are SAHA and IFH ,, which are both nonprofit public benefit corporations, duly organized and in good standing under the laws of the State of California and tax -exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
(b) Authority of Borrower. Borrower has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by Borrower, or to be executed and delivered by Borrower pursuant to, or in connection with, this Agreement, and to perform and observe all terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, have been or will be executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Borrower, and all actions required under Borrower’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, have been duly taken or will have been duly

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taken (to the extent such actions are required) as of the date of execution and delivery of such documents.
(d) Valid and Binding Agreements. This Agreement and all other documents or instruments which have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to laws affecting creditors’ rights and principles of equity.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or any other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Borrower, or any provision of the organizational documents of Borrower, or will conflict with or constitute a breach of or a default under any agreement to which Borrower is a party, or will result in the creation or imposition of any lien upon any assets or property of Borrower, other than liens established pursuant hereto. (f) Pending Proceedings. Borrower is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the current actual knowledge of Borrower’s principals, there are no claims, actions, suits or proceedings pending or threatened against or affecting Borrower or the Property, at law or in equity, before or by any court, board, commission or agency. Borrower is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Borrower’s assets has been made.

2.2 Project Scope. The Project will include the development of 79 new construction apartments for Seniors including one (1) manager’s residential unit, office, resident services space, and other resident amenities and improvements on the Property (all of the foregoing are collectively hereinafter referred to as the “ Improvements”) in accordance with the Financing Plan as defined in and set forth in the Development Budget , attached hereto as Exhibit G. To the extent permitted by all Applicable Laws and the provisions of Section 6.5 of the Regulatory Agreement, preference shall be given to veterans . Phase 2 , noted in Recital B, will consist of a 61-unit building, which will be financed and constructed at a later date.

ARTICLE III

ESCROW AND CLOSING

3.1 Escrow. City and Borrower shall open escrow at the office of Old Republic Title Company located at 555 12 th St. Ste. 2000, Oakland, CA 94607, or such other title company as the Parties may agree upon (“ Title Company” or “Escrow Agent ”) in order to consummate the closing of escrow for the transactions contemplated hereby.

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3.2 Costs of Closing and Escrow. Borrower shall pay all title insurance premiums for policies Borrower elects to purchase in connection with Borrower’s ground lease of the Property.

Borrower shall pay, or cause to be paid, all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the ground lease of the Property. Borrower shall pay for the cost of any lender’s policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby. City and Borrower shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Borrower may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Borrower, shall serve as escrow instructions for the Closing.

3.3 Closing. The Closing Date shall be a date that is mutually acceptable to the Parties. Prior to the Close of Escrow, Borrower shall deposit into escrow the City Documents to which Borrower is a party, executed and acknowledged as applicable, and Borrower’s share of closing costs. Provided that all conditions precedent (Section 4.6) to Close of Escrow have been satisfied or waived, City shall deposit into escrow executed copies of the City Documents to which City is a party. On the Closing Date the Escrow Agent shall cause the Leasehold Deed of Trust and Regulatory Agreement to be recorded in the Official Records.

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1 Predevelopment and Development Loan and Note.

4.1.1 Development Loan. The City will make the City Development Loan to the Borrower in the amount of Six Million Five Hundred Thousand Dollars ($6,500,000) upon the terms and conditions and for the purposes set forth in this Agreement. The City Development Loan shall be evidenced by that certain Promissory Note which shall be dated as of the Closing Date and executed by Borrower substantially in the form attached hereto as Exhibit C (the “City Development Note ”). Provided that Borrower has complied with all conditions precedent to disbursement of the City Development Loan set forth in Section 4.6, the proceeds of the City Development Loan (“Loan Proceeds”) shall be disbursed pursuant to approved draw requests as described in Section 4.6(k). The Parties agree that City shall disburse the Loan Proceeds only for the purpose of funding Project development costs.

4.1.1(i) Interest Rate. The principal balance of the City Development Note outstanding will bear simple interest at the rate of three percent (3%) per annum based on a 365-day year from the dates of disbursement. Annual payments shall be due and payable on a residual receipts basis commencing upon City’s issuance of a final certificate of occupancy or equivalent for the Project in accordance with the formula set forth herein based on the total loan amounts set forth in the Project’s final, approved cost certification.

4.1.2 City Predevelopment Loan. As set forth in the Recitals, the City has provided the City Predevelopment Loan to SAHA using City Low Income Housing Funds to fund certain predevelopment expenses associated with the Project in the amount of Six Hundred

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Fifty-Seven Thousand Dollars ($657,000) . SAHA’s obligation to repay the City Predevelopment Loan is evidenced by an Amended and Restated Predevelopment Loan Note (the “City A&R Predevelopment Note” ). As of the Effective Date, all of the proceeds of the City Predevelopment Loan have been disbursed.

4.1.2(i) Assignment by SAHA. SAHA hereby assigns to Borrower all of SAHA’s rights, title and interest in , and obligations under the City A&R Predevelopment Note.

4.1.2(ii). Acceptance of Assignment . Borrower hereby accepts the above assignment and hereby assumes all of SAHA’s rights, title and interest in , and obligations under the City A&R Predevelopment Note.

4.1.2(iii). Interest Rate. The principal balance of the City A&R Predevelopment Note outstanding will bear simple interest at the rate of three percent (3%) per annum based on a 365- day year from the dates of disbursement . Annual payments shall be due and payable on a residual receipts basis commencing upon City’s issuance of a final certificate of occupancy or equivalent for the Project in accordance with the formula set forth herein based on the total loan amounts set forth in the Project’s final, approved cost certification.

4.2 Payment Dates; Maturity Date. By no later than July 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall pay to City fifty percent (50%) of Surplus Cash (defined below) generated by the Project during the previous calendar year to reduce the indebtedness, on a pari passu basis , owed under the Notes, which shall be shared on a proportional basis with other approved public lenders that provide financing with residual payment terms for the P roject. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under the Notes become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of the City Predevelopment Loan and the City Development Loan, together with interest accrued thereon and all other sums accrued hereunder shall be payable in full on the date (the “Maturity Date”) which is fifty-five (55) years from the repayment in full of the Approved Senior Loan .

Notwithstanding the foregoing, the City shall have the right to accelerate the Maturity Date and declare all sums payable under the Notes immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Borrower Default.

No later than June 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request, including without limitation, an independent audit prepared for the Project by a certified public accountant in accordance with generally accepted accounting principles. City shall have the right to inspect and audit Borrower’s books and records concerning the calculation of Surplus Cash, and to object within ninety (90) days from receipt of Borrower's statement. Failure to timely object shall be deemed acceptance. If City does object, City shall specify the reasons for disapproval. Borrower shall have thirty (30) days to reconcile

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any disapproved item. If Borrower and City cannot agree on the amount of Surplus Cash, an independent auditor mutually selected by Borrower and City shall resolve any disputed items.

The cost of the auditor shall be shared equally by Borrower and City.

No later than November 1 of each year following issuance of the final certificate of occupancy or equivalent for the Project, Borrower shall provide to City a projected budget for the following calendar year which shall include an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within 15 days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any changes to the budget for discretionary items that exceed ten percent (10%) of the total budgeted amount applicable shall require City's prior written consent, which consent shall not be unreasonably withheld.

Notwithstanding the foregoing, annual increases of 5.0% or less for a budgeted line item shall be deemed approved and shall not require further consent by the City.

4.2.1 “ Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any refinancing of the Project, less fees and closing costs reasonably incurred in connection with such refinancing, and any City-approved uses of the net cash proceeds of the refinancing.

4.2.2 “ G ross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, and receipts and other consideration actually received from the operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments or other rental subsidy payments received for the dwelling units; deposits forfeited by tenants; all cancellation fees, proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not required to be paid to the holders of Approved Senior Loan (provided however, expenditure of such proceeds for repair or restoration of the Project shall be included within Annual Operating Expenses in the year of the expenditure); and condemnation awards for a taking of part or all of the Property or Project for a temporary period not required to be paid to the holders of Approved Senior Loan. Gross Revenue shall include any release of funds from replacement and other reserve accounts to Borrower other than for costs associated with the Project. Gross Revenue shall not include tenant security deposits, loan proceeds, interest earned on restricted cash, amortization of non-cash revenues (such as grants), insurance proceeds (except for loss of business), capital contributions or similar advances.

4.2.3 “ Annual Operating Expenses” shall mean for each calendar year during term hereof, the following costs reasonably and actually incurred for the operation and maintenance of the Project to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles:
property taxes and assessments; debt service currently due and payable on a nonoptional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans from other entities which have been approved in writing by the City and which are secured by a deed of trust senior in priority to the Deed of Trust for development of the Project (“Approved Senior Loan”); property management fees and reimbursements in amounts in accordance with industry

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standards fo r similar residential projects and paid pursuant to a property management agreement approved by City; resident services fees; premiums for property damage and liability insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Project; expenses for security services; advertising and marketing costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount equal to $500 per unit per year or such greater amount as required by the holder of an Approved Senior Loan, the Borrower’s partnership agreement, and/or a physical needs assessment prepared by a third-party selected or approved by City and prepared at Borrower’s expense; cash deposits into operating reserves and similar reserves in an amount required by the holder of an Approved Senior Loan or the Borrower’s partnership agreement ; annual monitoring fees payable to the City and if payable to other public agencies in connection with the financing provided for the Project; and other ordinary and reasonable operating expenses approved by City. Commencing on the Project placed in service date which would be applicable upon securing California Tax Credit financing, Annual Operating Expenses shall also include deferred developer fee, any current and accrued partnership management fee payable to the general partner of Borrower with annual earnings in the maximum annual a mount of Forty Thousand Dollars ($40,000) with an annual escalator of no more than three percent (3%) , and any current and accrued asset management fees payable to the investor limited partner of Borrower with annual earnings in the maximum amount of Eight Thousand Five Hundred Dollars ($8,500), the asset management fee increasing annually by three percent (3%); provided that the asset management fee shall only be included in the calculation of Annual Operating Expenses during the first fifteen (15) years following the date upon which the Project is placed in service.

4.2.4 Exclusions from Annual Operating Expenses . Annual Operating Expenses shall exclude the following: contributions to Project operating or replacement reserves, except as provided in Section 4.2.3; debt service payments on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to the Deed of Trust; depreciation, amortization, depletion and other non- cash expenses; expenses paid for with disbursements from any reserve account; distributions to partners. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subject to applicable limitations set forth in Section 4.2.3 above, even if paid to Borrower, an affiliate of Borrower, or a partner of Borrower: fees paid to a property management agent, resident services agent, or social services agent; partnership management fees, asset management fees, deferred developer fee, and subject to Section 4.2.5, repayment of cash advances by Borrower or its partners to cover Project operating expense deficits or emergency cash needs of the Project. Payments to Borrower, its partners or affiliates in excess of the limitations set forth in Section 4.2.3 shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash.

4.2.5 Adjustment to Operating Expenses. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include: (a) the repayment of operating deficit loans provided by Borrower’s partner(s) provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to interest accrued at the actual interest rate

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charged for the loan, and (b) the amount of any tax credit adjustor that is required to be paid from Project cash flow, as provided in Borrower’s partnership agreement.

4.2.6 Excess Proceeds . To the extent not in conflict with HCD regulation, within ten (10) business days after Borrower’s receipt of its limited partner(s)’ capital contribution following the issuance of the IRS Form 8609 for the Project, Borrower shall pay to the City as a reduction of the outstanding principal balance of this Note, a one- time payment in the amount of Excess Proceeds. “Excess Proceeds” shall mean the sum of all sources of financing received by Borrower for acquisition, construction and permanent financing of the Property and the Project, less the sum of actual uses as shown on the final cost certificate for the Project. Prior to calculating Excess Proceeds, the Project operating reserve shall be funded in the amount of three (3) months’ projected Project operating expenses (or such greater amounts required by holder of a n Approved Loan or the Borrower’s partnership agreement).

4.3 Security. As security for repayment of the Notes, Borrower shall execute the Deed of Trust in favor of City as beneficiary pursuant to which City shall be provided a lien against the Property. The Deed of Trust shall be substantially in the form attached hereto as Exhibit E, and shall be recorded in the Official Records on the Closing Date. The Deed of Trust may be subordinated only to such liens and encumbrances consistent with the approved Financing Plan as City shall approve in writing.

4.4 Prepayment; Acceleration.

4.4.1 Prepayment. Borrower shall have the right to prepay the Development Loan and Predevelopment Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Borrower’s obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement.

4.4.2 Due On Transfer or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer.

4.4.3 Default. The City shall have the right to accelerate the maturity date and declare all sums payable under the Notes immediately due and payable upon the expiration of all applicable notice and cure periods following the occurrence of an Event of Borrower Default.

4.5 Nonrecourse. Except as expressly provided in the Notes, the Notes shall be non- recourse to Borrower.

4.6 Conditions to Closing and Disbursement of Loan Proceeds.

City’s obligation to
make the Development Loan is conditioned upon the satisfaction of all of the requirements set forth in each subsection of this Section 4.6 unless any such condition is waived in writing by City acting in the discretion of City’s Authorized Representative.

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(a) No Default. There shall exist no condition, event or act which would constitute an Event of Borrower Default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such an Event of Borrower Default.
( b) Representations. All representations and warranties of Borrower contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow.
(c) Due Authorization and Good Standing. Borrower shall have delivered to City each of the following: (i) LP-1 and certificate of good standing, certified by the Secretary of State indicating that Borrower is properly organized and authorized to do business in the State of California, (ii) LLC -1 and certificate of good standing for Borrower’s general partner, and certified articles of incorporation and certificate of good standing for the sole member/manager of the general partner, certified by the Secretary of State indicating that the general partner and the sole member/manager thereof are properly organized and authorized to do business in the State of California, (iii) certified resolutions indicating that Borrower’s general partner has authorized the transactions contemplated by this Agreement and that the persons executing this Agreement and the other City Documents on behalf of Borrower have been duly authorized to do so, (iv) Borrower’s Partnership Agreement, the general partner’s operating agreement, and the bylaws of the general partner’s manager, each certified as current, accurate and complete by an authorized officer, and (v) verification of the tax-exempt status of the general partner’s member. (d) Execution, Delivery and Recordation of Documents. Borrower shall have executed, acknowledged as applicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation, a promissory note s substantially in the form attached hereto as Exhibit C, D eed of Trust substantially in the form attached hereto as Exhibit D (the “Deed of Trust”), and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit E (the “ Regulatory Agreement”).

Concurrently with the Closing, the Regulatory Agreement and the Deed of Trust shall be recorded in the Official Records.

(e) Mechanics’ Liens. Borrower ’s delivery to City of evidence reasonably satisfactory to City that there are no mechanics’ liens or stop notices related to the Property or the Project, and Borrower’s provision to City of full waivers or releases of lien claims if required by City.

(f) Lender’s Title Policy. The Title Company shall, upon payment of the premium therefore, be committed to issue an ALTA Lender’s Policy of Title Insurance for the benefit and protection of City (“Lender’s Title Policy”) in the amount of the City Development Loan, insuring that the lien of the Deed of Trust, and the Regulatory Agreement are subject only to title exceptions and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing (collectively, “ City’s Permitted Exceptions”), showing a leasehold interest in the Property vested in Borrower, and containing such endorsements as City may reasonably require, with the cost of such Lender’s

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Title Policy to be paid by Borrower.

(g) Insurance; Payment. Borrower shall have provided evidence satisfactory to City that Borrower has obtained insurance coverage meeting the requirements set forth in Article XI.

(h) Payment of Fees. Borrower shall have paid when due all customary and reasonable fees and charges in connection with the processing of all applicable City approvals.

(i) DDLA Conditions. Borrower or, its predecessor in interest, SAHA shall have performed each of the City’s conditions of closing set forth in Article 5 of the DDLA with respect to the Borrower, and the Property except with respect to the following conditions relating to the Schedule of Performance: Borrower shall commence construction of the Improvements for Phase 1 no later than 12 months following submission of evidence of financing to the City; and, Borrower shall achieve substantial completion of the Improvements for Phase I no later than two years following commencement of construction for Phase I, which date shall be extended in the event of Force Majeure. City hereby confirms that each of the conditions of closing set forth in Section 3.3.c of the DDLA with respect to the Borrower and the Property have been satisfied.

4.7 Borrower’s Conditions to Closing. Borrower’s obligation to proceed with the Closing is subject to the satisfaction or Borrower’s waiver of the following conditions:

(a) No Default. City shall not be in default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects;

(b) Execution of Documents. City shall have executed and acknowledged the Regulatory Agreement, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow; and

(c) DDLA Conditions. The City shall have performed each of Borrower’s predecessor in interest’s conditions of closing outlined in Article 4 and Section 5.4 of the DDLA with respect to the Project and the Property except with respect to the following conditions relating to the Schedule of Performance: Borrower shall commence construction of the Improvements for Phase 1 no later than 12 months following submission of evidence of financing to the City; and, Borrower shall achieve substantial completion of the Improvements for Phase I no later than two years following commencement of construction for Phase I, which date shall be extended in the event of Force Majeure. Borrower hereby confirms that each of the conditions of closing set forth in Section 5.4 of the DDL A with respect to the Project and the Property have been satisfied.

4.8 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following:

(i) the failure of any of Borrower’s representations and warranties made in

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this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the occurrence of an Event of Borrower Default under any City Document which remains uncured beyond any applicable notice and cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Borrower Default under any City Document.

4.9 Section 2.11 Process for Disbursement of City Loan Proceeds.

(a) Borrower shall submit one (1) draw request to the C ity not more frequently than one time each calendar month.

(b) The draw request must be in a form containing sufficient detail and with sufficient supporting documentation to permit the City to confirm that the request is consistent with this Agreement.

(c) The draw request must include a statement of the total costs incurred by Borrower in connection with the Development, the amount of those costs paid by Borrower, the proposed uses of funds consistent with the Approved Development Budget, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred. When a disbursement is requested to pay any costs other than costs associated with the acquisition of the Property or hard cost of the Improvements, such disbursement will be made only on a cost reimbursement basis and the disbursement request must be accompanied by receipts that show the bill or invoice has already been paid by Borrower.

(d) When a disbursement is requested to pay any contractor in connection with the Construction Work, the written request must be accompanied by (i) certification by Borrower's architect reasonably acceptable to the City that the work for which disbursement is requested has been completed (although the City reserves the right to inspect the Development and make an independent evaluation); and (ii) lien releases and/or mechanics lien title insurance endorsements reasonably acceptable to the City. Borrower shall apply the disbursement for the purposes requested.

(e) The City will make good faith efforts to approve Borrower's draw request in thirty (30) days after receipt of a properly completed draw request with all necessary supporting documentation. Failure to timely object shall be deemed acceptance.

(f) A disbursement of City Loan Proceeds shall not be contingent upon the disbursement of any other loan proceeds.

(g) Notwithstanding any other provisions of this Agreement, the City shall have no further obligation to approve a draw-down of any portion of the City Development Loan to Borrower following: (i) termination of this Agreement; or (ii) notification by the City to Borrower of an Event of Borrower Default under the terms of this Agreement and the continuation of such Event of Borrower Default.

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ARTICLE V

DEVELOPMENT OF THE PROPERTY

5.1 Cost of Phase I Ground Lease and Construction. Except as expressly set forth herein, Borrower shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the Phase I Ground Lease of the Property, including without limitation appraisal fees, title reports and any environmental assessments Borrower elects to undertake.

5.2 Project Approvals. Borrower acknowledges that execution of this Agreement by City does not constitute City approval for the purpose of the issuance of building permits, does not limit in any manner the discretion of City in such approval process, and does not relieve Borrower from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the construction of the Project and development of the Property, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the development of the Property (if any) and the approval of the Project in compliance with CEQA (and if applicable, NEPA), nor does it limit in any manner the discretion of the City or any other agency in the approval process. Borrower shall pay when due all customary and reasonable fees and charges in connection with the processing of all applicable permits and approvals. Borrower shall not commence construction work on the Project prior to issuance of building permits required for such work. City staff shall work cooperatively with Borrower to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for the development and operation of the Project as co
ntemplated by this Agreement.

5.3 Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction work on the Property, and Borrower shall direct its contractors and subcontractors to refrain from discrimination on such basis.

5.4 Prevailing Wage Requirements. If required by applicable federal and state law, Borrower and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if applicable the federal Davis Bacon Act and implementing regulations) (all of the foregoing, “ Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. If applicable, Borrower shall submit to City a plan for monitoring payment of prevailing wages and at Borrower’s expense shall implement such plan and comply with all applicable reporting and recordkeeping requirements.

To the greatest extent allowed by law, Borrower shall indemnify, defend and hold the City and its elected and elected officials, officers, directors, employees, agents, consultants, designated volunteers and contractors (all of the foregoing, collectively, the “ Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation

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reasonable attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Borrower related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section 5.4 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Occupancy for the Project. Borrower’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 11.2 below. (a) State Prevailing Wage Compliance Requirements. If the Project is subject to the California Labor Code Section 1720 et seq. requirements applicable to the payment of state prevailing wages, whether due to the C ity Development Loan, other development financing, a future court decision, or a DIR determination requiring compliance, then in addition to the above regarding the payment of prevailing wages, Borrower shall:
(1) cause any consultants or contractors to employ apprentices as required by California Labor Code Section 1777.5 et seq., and the implementing regulations of DIR, and to comply with the other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and implementing regulations of the DIR. (2) keep and retain, and shall cause any consultants and contractors to keep and retain, such records as are necessary to determine if such prevailing wages have been paid as required pursuant to California Labor Code Section 1720 et seq., and apprentices have been employed are required by California Labor Code Section 1777.5 et seq.; (3) post at the Property, or shall cause the contractor to post at the Property, the applicable prevailing rates of per diem wages. Copies of the currently applicable current per diem prevailing wages are available from DIR; (4) cause contractors and subcontractors constructing the Improvements to be registered as set forth in California Labor Code Section 1725.5; (5) cause its contractors and subcontractors, in all calls for bids, bidding materials and the construction contract documents for the Construction Work to specify that:

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i. no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for the Construction Work unless registered with the DIR pursuant to California Labor Code Section 1725.5; and
ii. the Construction Work is subject to compliance monitoring and enforcement by the DIR.
(6) provide the C ity all information required by California Labor Code Section 1773.3 as set forth in the DIR's online form PWC -100 within 2 days of the award of any contract (https://www.dir.ca.gov/pwc100ext/);
(7) cause its contractors to post job site notices, as prescribed by regulation by the DIR; and
(8) cause its contractors to furnish payroll records required by California Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner.

5.5 Compliance with Laws. Borrower shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations ( “Applicable Laws”) including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable), applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims to the extent arising in connection with the breach of Borrower ’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations set forth in this Section shall not a pply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Borrower’s defense and indemnification obligations set forth in this Section 5.5 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Occupancy for the Project and shall be subject to the additional terms set forth in Section 11.2 below.

5.6 Liens and Stop Notices. Until the latest of the date of reconveyance of the Deed of Trust the expiration of the term of the Regulatory Agreement, Borrower shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Borrower. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property or any part thereof, Borrower shall within thirty (30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c)

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provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

5.7 Right of City to Satisfy Liens on the Property. If Borrower fails to satisfy or discharge any lien or stop notice on the Property or any part thereof pursuant to and within the time period set forth in Section 5.6 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Borrower’s expense and without further notice to Borrower and all sums advanced by City for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Borrower shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Borrower to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Borrower. Borrower shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property.

5.8 Insurance Requirements. Borrower shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Exhibit F.

5.9 Approved Development Budget; Revisions to Approved Development Budget. As of the date of this Agreement, the City has approved the Approved Development Budget set forth in Exhibit G . Borrower shall submit any required amendments to the Approved Development Budget to the City for approval within five (5) days of the date Borrower receives information indicating that actual costs of the Development vary or will vary from the costs shown on the Approved Development Budget if such amount exceeds five percent (5%) of the Approved Development Budget. Written consent of the C ity is required for Borrower to amend the Approved Development Budget. If the proposed amendment to the Approved Development Budget has not been rejected by City within ten (10) days of receipt, City shall be deemed to have accepted the amendment to Approved Development B udget. If rejected by the C ity in whole or in part, Borrower shall submit a revised amendment to the Approved Development Budget within ten (10) days after notification of the City's rejection and the reasons therefor. The City shall then have ten (10) days to review and approve Borrower's revised amendment to the Approved Development Budget and if not rejected, the revised amendment to the Approved Development Budget shall be deemed accepted . The provisions of this Section relating to time periods for approval, rejection, or resubmission of amendments to the Approved Development Budget shall continue to apply until the amended Approved Development Budget has been approved by the C ity. Notwithstanding the forgoing, the City shall continue to make disbursements in an amount equal to the then Approved Development Budget until an amendment to the Approved Development Budget has been approved.

5.10 Developer Fee. The maximum cumulative developer fee that may be paid to any entity or entities providing development services to the Development, whether paid up- front or on a deferred basis, shall not exceed the amount approved by the C ity. The City has approved [Two Million Five Hundred Thousand Dollars ($2,500,000.00)] in developer fee.

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5.11 Accessibility.
(a) Borrower shall cause the Improvements to be constructed and operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). (b) In compliance with the Accessibility Requirements: (i) a minimum of five percent, which is 4.0 units in the Project must be constructed to be fully accessible to households with a mobility -impaired member and, (ii) an additional two percent, which is 2.0 units in the Project must be constructed to be fully accessible to hearing and/or visually impaired persons. In compliance with the Accessibility Requirements Borrower shall provide the C ity with a certification from the Project architect that to the best of the architect's knowledge, the Project complies with all federal and state Accessibility Requirements applicable to the Project .

Preference shall be given to households with documented mobility impairments in the leasing of those units.
(c) Borrower shall indemnify, hold harmless and defend the C ity against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its architect, contractor and subcontractors) to construct the Improvements in accordance with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the C ity Loan and the reconveyance of the Deed of Trust.

5.12 Progress Reports. Until such time as Borrower has received a certificate of occupancy (or functional equivalent) from the City for the Project , Borrower shall provide the City with quarterly progress reports photos of work completed regarding the status of the performance of the construction work, including a certification that the actual construction costs to date conform to the Approved Development Budget, as it may be amended from time to time pursuant to Section 5.9.

5.13 Signage. As required by the Department of Housing and Community Development as a condition of the LHTF Program, during the Construction Period, if Borrower elects to place a sign or signs identifying the Project that is visible to the public, Borrower shall include the following language on the sign, “Funding provided by the ___ Local Housing Trust Fund and the California Department of Housing and Community Development.” If the Borrower does not elect to place a sign on the Property identifying the Project, The California Department of Housing and Community Development may place one or more signs on the property stating that it is providing financing for the development.

5.14 Inspection. T he California Department of Housing and Community Development reserves the right to inspect any site upon which the Work is being performed; and the Contractor shall cause to be inserted in any subcontract for performance of the Work a provision

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permitting the California Department of Housing and Community Development or its agents the right to inspect the work-site at any reasonable time.

ARTICLE VI

USE OF THE PROPERTY

6.1 Affordable Housing. Borrower covenants and agrees for itself, its successors and assigns that the Property and the Project will be subject to recorded covenants that will restrict use of the Property to development of an affordable multi-family housing project that will be rented to Eligible Households (as defined in the Regulatory Agreement) at Affordable Rents in accordance with the terms set forth in the Regulatory Agreement, excluding the 1 (one) manager’s unit.

6.2 Selection of Tenants . To the extent permitted by all Applicable Laws, Borrower shall comply with the provisions of Section 6.5 of the Regulatory Agreement pertaining to applicant screening preferences in the rental of residential units in the Project for Eligible Households.

6.3 Relocation. Persons residing on the Property shall not be displaced before suitable replacement housing is available. Borrower shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq .), all state and local regulations implementing such law, and all other applicable local, state and federal laws, regulations, and policies, including but not limited to the Uniform Relocation Act (42 U.S.C. § 4601 et seq .) and implementing regulations (collectively “ Relocation Laws ”) relating to the displacement and relocation of eligible persons as defined in such Relocation Laws. All costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Borrower, and City shall have no responsibility for payment therefor. Borrower shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Property or the improvements existing or to be constructed on the Property pursuant to the Regulatory Agreement. To the greatest extent allowed by law, Borrower shall indemnify, defend and hold the Indemnitees harmless from and against all Claims arising in connection with the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations under this Section 6.3 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11.2 below. The provisions of this Section 6.3 shall survive the expiration or earlier termination of this Agreement.

6.4 Taxes and Assessments. Borrower shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property or the Improvements, at such times and in such manner as to

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prevent any penalty from accruing, or any lien or charge from attaching to the Property or Improvements; provided, however, Borrower shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Borrower exercises its right to contest any tax, assessment, or charge, the Borrower, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

6.5 Obligation to Refrain from Discrimination. The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.

There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.

Borrower shall include such provision in all deeds, leases, contracts and other instruments executed by Borrower, and shall enforce the same diligently and in good faith.

All deeds, leases or contracts pertaining to management of the Project made or entered into by Borrower, its successors or assigns, as to any portion of the Property or the Improvements shall contain or be subject to the following nondiscrimination or nonsegregation clauses and/or similar language prohibiting discrimination and segregation:
(a) In Deeds, the following language shall appear:
“(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number,

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use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (b) In Leases, the following language shall appear:
“(1) The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
(c) In Contracts pertaining to management the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
“There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.”

6.6 Mandatory Acknowledgment of City as Funder. All projects/programs receiving funding assistance and/or substantial technical assistance from the City are required to indicate such in any advertising, marketing, public presentations, press releases, written materials or project descriptions.

ARTICLE VII

ENVIRONMENTAL MATTERS

7.1 Definitions.

7.1.1 “ Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”,

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“hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous material” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws. Materials of a type and quantity normally used in the construction, operation or maintenance of developments similar to the Project will not be deemed "Hazardous Material" for the purposes of this Agreement if used in compliance with applicable Environmental Laws.

7.1.2 " Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.

Health and Safety Code, Section 25300 et seq.).

7.2 Borrower’s Post- Closing Obligations. Borrower hereby covenants and agrees that:
(1) Borrower shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, rehabilitation, use or maintenance of residential properties similar in nature to the Project, and used, stored and disposed of in compliance with Environmental Laws. (2) Borrower shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Environmental Laws.

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(3) Upon receiving actual knowledge of the same, Borrower shall immediately advise City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower, or the Property pursuant to any applicable Environmental Laws; (ii) any and all claims made or threatened by any third party against the Borrower or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; or (iii) the presence or release of any Hazardous Material in, on, under, about or from the Property. The matters set forth in the foregoing clauses (i) through (iii) are hereinafter referred to as " Hazardous Materials Claims"). The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.

(4) Without the City’s prior written consent, which shall not be unreasonably withheld or delayed, Borrower shall not take any remedial action in response to the presence of any Hazardous Material in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claim. City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Borrower.

7.3 Environmental Indemnity. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Property, or the transportation of any such Hazardous Material to or from, the Property, or (ii) the failure of Borrower, Borrower’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws, unless caused by the City’s active or passive negligence. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws.

The provisions of this Section 7.3 shall be in addition to any and all other obligations and liabilities that Borrower may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. Borrower’s indemnification obligations set forth in this Section shall survive the expiration of this Agreement, any repayment or discharge of the Loan, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust. Borrower’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising from the gross negligence or willful

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misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 11.2 below.

7.4 Intentionally Omitted.

7.5 No Limitation. Borrower hereby acknowledges and agrees that Borrower's duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Borrower or from its own investigations.

ARTICLE VIII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF BORROWER

8.1 Identity of Borrower; Changes Only Pursuant to this Agreement. Borrower and its principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Project pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Borrower and its principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Borrower. No voluntary or involuntary successor, assignee or transferee of Borrower shall acquire any rights or powers under this Agreement, except as expressly provided herein.

8.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Borrower shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, the Improvements, or this Agreement, without the prior written approval of City which approval shall not be unreasonably withheld, conditioned or delayed.

Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the expiration of the term of the Regulatory Agreement, except as expressly permitted by this Agreement, Borrower shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty -five percent (25%) in aggregate of the present ownership and/or control of Borrower, taking all transfers into account on a cumulative basis.

8.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of temporary or permanent easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition,

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construction or permanent financing of the Project and subject to the requirements of Article IX, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the admission of limited partners and any transfer of limited partnership interests in accordance with Borrower ’s agreement of limited partnership (the “Partnership Agreement”); (vi) the removal of Borrower’s general partner by the investor limited partner for a default under the Partnership Agreement, provided that the replacement general partner is an entity reasonably satisfactory to City or is the investor limited partner or an affiliate of the investor limited partner that will serve as general partner for an interim period of no more than 180 days ; or (vii) granting of a purchase option or right of first refusal and the exercise thereof resulting in a the transfer of the project or the limited partner’s interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit entity that is tax- exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to City.

8.4 Requirements for Proposed Transfers. The City may, in the exercise of its sole but reasonable discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (v), and (vii) of Section 8.3, and s olely with respect to removal of the general partner by the investor limited partner for a default under the Partnership Agreement, clause (vi) of Section 8.3, provided that the provisions of this Section 8.4 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (vi) of Section 8.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Borrower under this Agreement. (ii) The Borrower and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Borrower under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Borrower arising prior to the effective date of the Transfer (unless Borrower expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Borrower’s obligations pursuant to all conditions and restrictions set forth in the City Documents.
(iv) Except in the case of partnership interest Transfers, t he Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

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(v) The final form of the Partnership Agreement and any subsequent amendments that affect the City’s economic interests under this Agreement or the City Documents shall be subject to City’s review and approval. Amendments to the Partnership Agreement solely to effectuate Permitted Transfers shall not require the City’s review and approval.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer, requested additional information regarding a proposed Transfer, or notified Borrower that City Council approval will be required in writing within sixty (60) days following City’s receipt of written request by Borrower, the proposed Transfer shall be deemed approved provided that the provisions of this Section 8.4 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (vi) of Section 8.3 and replacement of the general partner with any entity other than the investor limited partner or any affiliate of the investor limited partner that will serve as general partner for an interim period of no more than 180 days).

8.5 Effect of Transfer without City Consent.

8.5.1 In the absence of specific written agreement by the City, no Transfer by Borrower shall be deemed to relieve the Borrower or any other party from any obligation under this Agreement.

8.5.2 It shall be an Event of Borrower Default hereunder entitling City to pursue remedies including without limitation, termination of this Agreement and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Borrower assigns or Transfers this Agreement, the Improvements, or the Property in violation of Article VIII.

8.6 Recovery of City Costs. Within ten (10) days following City’s delivery to Borrower of an invoice detailing such costs, Borrower shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, the Property, or the Project, or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

8.7 Covenants Regarding Approved Financing and Partnership Agreement. (a) Borrower shall promptly pay the principal and interest when due on any Approved Financing in the Approved Development Budget.
(b) Borrower shall promptly notify the C ity in writing of the existence of any default under any documents evidencing Approved Financing and any defaults under the Partnership Agreement, and provide the City copies of any notice of default. (c) Borrower may not amend, modify, supplement, cancel or terminate the Partnership Agreement or any documents related to any loan that is part of the Approved Financing that affect the City’s economic interests under this Agreement or the City Documents

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without the prior written consent of the C ity except for amendments solely to effectuate Transfers permitted under Section 8.3 above. Borrower shall provide the C ity copies of all amendments, modifications, and supplements to the Partnership Agreement and any document related to any loan that is part of Approved Financing. (d) Borrower may not incur any indebtedness of any kind (other than Approved Financing), or encumber the Project with any liens (other than liens for Approved Financing approved by the City) without the prior written consent of the City. (e) To the extent the Partnership Agreement is inconsistent with this Agreement with respect to the repayment of the C ity Loan including, without limitation, the Residual Receipts definition and the payment provisions of Section 2.8 above, this Agreement will control.

8.8 Section 4.14 Refinance/Resyndication Transaction.

If Borrower is obtaining a new loan or equity as part of a Transfer of partnership interest, resyndication, or refinancing, (collectively, the "Refinance"), and/or desires to withdraw excess proceeds from the Refinance ("Excess Proceeds"), the Refinance and withdrawal of Excess Proceeds is subject to the consent of the City if the City Loan will remain outstanding after such Refinance. In approving the Refinance and the withdrawal of Excess Proceeds the City will consider: (i) the effect of the Refinance and the withdrawal of Excess Proceeds on the financial viability and physical needs of the Development; and (ii) current asset management compliance.

ARTICLE IX

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

9.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument may be placed upon the Property with City’s consent, which may not be unreasonably withheld, conditioned or delayed only for the purpose of securing loans for the purpose of financing the acquisition of the Property, the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Project pursuant to this Agreement. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

9.2 Subordination. The City agrees that City will not withhold consent to reasonable requests for subordination of the Deed of Trust to deeds of trust provided for the benefit of lenders providing financing for the Project, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights and the rights set forth in Section 9.4 below.

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Any agreement by the City to subordinate the Deed of Trust to security for any loan obtained by Borrower to refinance an Approved Senior Loan, is subject to the satisfaction of the following conditions:
(a) All of the proceeds of the proposed Approved Senior Loan, less any transaction costs, must be used to provide construction and/or permanent financing for the Project.
(b) The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, a nonprofit corporation, or a public entity that is not affiliated with Borrower or any of Borrower's affiliates, other than as a depositor or a lender. (c) Borrower must provide to the City, in addition to any other information reasonably required by the City, evidence demonstrating that the proposed amount of the Senior Loan is necessary to provide adequate acquisition, construction, and/or permanent financing to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination.
(d) Upon a determination by the City Manager, or his designee, that the conditions in this Section have been satisfied, the City Manager will be authorized to execute the approved subordination agreement without the necessity of any further action or approval.

9.3 Notice of Default and Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property or the Improvements, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach within the cure period provided to Borrower extended by an additional sixty (60) days. In the event that possession of the Property or the Improvements (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property or Improvements, as applicable, within the applicable cure period, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such ri ght prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in writing Borrower’s obligations to City under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement and the DDLA , the Project and the Improvements and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Borrower under this Agreement.

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9.4 City Right to Cure Defaults. In the event of a breach or default by Borrower under a mortgage or deed of trust secured by the Property or the Improvements, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Borrower. In such event, Borrower shall be liable for, and City shall be entitled to reimbursement from Borrower for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the City Deed of Trust.

9.5 Holder to be Notified. Borrower agrees to use best efforts to ensure that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged and accepted in writing by the holder prior to its creating any security right or interest in the Property or the Improvements.

9.6 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement. In the event of amendments to these loan documents, the C ity shall submit copies of all trust fund loan guidelines and underwriting standards and procedures for prior review and approval by the Department of Housing and Community Development.

9.7 Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE X

DEFAULTS, REMEDIES AND TERMINATION

10.1 Event of Borrower Default. The following events shall constitute an event of default on the part of Borrower hereunder (“Event of Borrower Default”):
(a) Borrower fails to pay when due the principal and interest payable under the Note, and such failure continues for ten (10) days after City notifies Borrower thereof in writing;
(b) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VIII;
(c) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within five (5) days;

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(d) Subject to the right to contest the charges as set forth in Section 6.4, Borrower fails to pay prior to delinquency taxes or assessments due on the Property or the Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements, and Borrower fails to cure such default within thirty (30) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;
(e) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(f) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement or Borrower’s request for the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; (g) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (h ) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Borrower to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Borrower or seeking any arrangement for Borrower under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Borrower in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Borrower, in each case if such decree, order, petition, or appointment is not removed or rescinded within ninety (90) days;
(i) Borrower shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within nine ty (90) days after such event (unless a lesser time period is permitted for cure pursuant to paragraphs (h) or (i) above or pursuant to any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;
(j) Th e Borrower shall have voluntarily suspended its business or Borrower shall have been dissolved or terminated;

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(k) An event of default arises under any City Document and remains uncured beyond any applicable cure period; or
(l) Borrower defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 10.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Borrower Default shall not arise hereunder if Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion.
(m) Failure to Timely Lease. Failure of Borrower to initially lease all of the Restricted Units within eighteen (18) months of the Certificate of Occupancy.

10.2 City’s Right to Terminate Agreement. If an Event of Borrower Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Borrower and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Borrower under this Agreement, shall expire and terminate.

10.3 City’s Remedies and Rights Upon an Event of Borrower Default. Upon the occurrence of an Event of Borrower Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Borrower, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable;
(b) Seek specific performance to enforce the terms of the City Documents; (c) Foreclose on the Property pursuant to the Deed of Trust; and (d) Terminate this Agreement pursuant to Section 10.3.

10.4 No Default for City. The parties acknowledge the City would not have entered into this Agreement had it been exposed to special or consequential damage claims from Borrower for any breach thereof. As such, the parties agree that in no event, including breach of this Agreement, shall Borrower be entitled to recover any special or consequential damages against the City arising out of actions or failure to act by the City in connection with any of the City Documents.

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10.5 Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding any contrary provision of this Agreement, a Party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

10.6 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

10.7 Rights of Mortgagees. Any rights of the City under this Article X shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments.

10.8 Rights of Limited Partners. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to the limited partner(s) in accordance with Section 12.2. The limited partner(s) shall have the same right as Borrower to cure or remedy any default hereunder within the cure period provided to Borrower; provided however, if the default is of such nature that the limited partners reasonably determine that it is necessary to replace the general partner of Borrower in order to cure such default, then the cure period shall be extended by an additional sixty (60) days after the removal and replacement of such general partner, provided that the limited partners have promptly commenced and diligently proceeded with all requisite actions to effect such removal and replacement.

ARTICLE XI

INDEMNITY AND INSURANCE.

11.1 Indemnity. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims to the extent arising directly or indirectly, in whole or in part, as a result of or in connection with the development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or interest therein, by Borrower or Borrower’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Borrower, or otherwise to the extent arising out of or in connection with Borrower’s performance or failure to perform under this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in connection with the development, operation or management of the Project by Borrower or Borrower’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Borrower. Borrower ’s indemnification obligations under this Section 11.1 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11.2 below. The

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provisions of this Section 11.1 shall survive the expiration or earlier termination of this Agreement.

11.2 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

11.2 shall apply to all provisions of this Agreement that pertain to Borrower ’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 5.4, 5.5, 6.3,

7.3, 11.1, and 12.1. In connection with each such provision, all of the following shall apply:
(a) City does not and shall not waive any rights against Borrower that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Borrower, of any of the insurance policies described in this Agreement.
(b) Borrower’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City’s recourse to property securing the Secured Obligations (as defined in the Deed of Trust), or limiting the personal liability of Borrower, or any other party for payment of all or any part of the Loan; (iv) the accuracy or inaccuracy of any representation and warranty made by Borrower under this Agreement or by Borrower or any other party under any City Document, (v) the release of Borrower or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for repayment of the Loan; and (vii) City’s failure to properly perfect any lien or security interest given as security for repayment of the Loan.
(c) Th e obligations of Borrower to indemnify the Indemnitees shall survive any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust.

11.3 Insurance. Borrower shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit F against claims that may arise from or in connection with this Agreement. Upon reasonable written notice, Borrower 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.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 Enforced Delay; Extension of Times of Performance. The time for performance of provisions of this Agreement by either Party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by unrelated third parties concerning or arising out of this Agreement

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or unseasonable weather conditions (“Force Majeure”). An extension of time for any of the above-specified causes will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of the cause.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Borrower and City (acting in the discretion of the City’s Authorized Representative unless he or she determines in his or her discretion to refer such matter to the City Council). City and Borrower acknowledge that, notwithstanding any contrary provision of this Agreement, adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Project shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

12.2 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement or any other City Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

CITY: City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager

BORROWER: Pac Avenue, L.P.
c/o Satellite Affordable Housing Associates
1835 Alcatraz Avenue
Berkeley, CA 94703
Attn: Eve Stewart, Senior Vice President of Real Estate Development

Interfaith Housing, Inc.
550 Hillcrest Avenue
Livermore, CA 94550
Attn: President

With a copy to:

Gubb & Barshay LLP
505 14th Street, Suite 450

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Oakland, CA 94612
Attention: Erica Williams Orcharton

And a copy to Borrower’s limited partner:

NEF Assignment Corporation
10 South Riverside Plaza
Suite 1700
Chicago, Illinois 60606
Attention: General Counsel
Email: [email protected] with subject line of SMT #83146; 83452

With a copy to:

NEF Assignment Corporation
10 South Riverside Plaza
Suite 1700
Chicago, Illinois 60606
Attention: SVP Asset Management

And:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 W. Fifth Street, Suite 5880
Los Angeles, California 90017
Attention: Rachel Rosner, Esq

12.3 Attorneys’ Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.

12.4 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

12.5 Binding on Successors. Subject to the restrictions on Transfers set forth in Article VIII, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party

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shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

12.6 Survival. All representations made by Borrower hereunder and Borrower’s obligations pursuant to Sections 5.4, 5.5, 6.3, 7.3, 11.1, and 12.1 shall survive the expiration or termination of this Agreement.

12.7 Headings; Interpretation; Statutory References. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Livermore shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

12.8 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City’s Authorized Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City’s Authorized Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration.

12.9 Entire Agreement. This Agreement, including Exhibits A through H attached hereto and incorporated herein by this reference, together with the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement are inconsistent with this Agreement, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between this Agreement and the other City Documents, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between City Documents and the DDLA, the City Documents shall control.

12.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

12.11 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

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12.12 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

12.13 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Borrower and City is and shall remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Borrower (except as expressly provided in this Agreement) or to any third party with respect to the Project or the Loan. Borrower and its employees are not employees of City but rather are, and shall always be considered independent contractors.

Furthermore, Borrower and its employees shall at no time hold themselves out as employees or agents of City. Except as City may specify in writing, Borrower shall not have any authority to act as an agent of City or to bind City to any obligation.

12.14 Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of the State of California.

12.15 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California.

12.16 Inspection of Books and Records. Upon request, Borrower shall permit the City to inspect at reasonable times and with at least 48 hours prior written notice, on a confidential basis those books, records and all other documents of Borrower necessary to determine Borrower ’s compliance with the terms of this Agreement.

12.17 Political Activity. None of the funds, materials, property or services contributed by City to Borrower under this Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

12.18 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Borrower in the event of any default or breach by the City or for any amount which may become due to the Borrower or its successor or on any obligation under the terms of this Agreement.

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12.19 Conflict of Interest .
(a) Except for approved eligible administrative or personnel costs, no person described in subsection (b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section is followed.
(b) In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of the Borrower, or immediate family member of any of the preceding, shall make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the Borrower.

Interpretation of this Section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090.

S
IGNATURES ON FOLLOWING PAGE(S).

EXHIBIT A
447
135.054/639247
IN WITNESS WHEREOF, the Parties have entered into this Affordable Housing Loan Agreement effective as of the date first written above.

CITY:

CITY OF LIVERMORE,
a California municipal corporation

By:

Print Name: Marianna A. Burch

Title: City Manager

ATTEST:

By: __________________________
City Clerk

APPROVED AS TO FORM:

Deputy/Assistant/Senior Assistant/City Attorney

BORROWER:

Pac Avenue, L.P.,
a California limited partnership

By: Pac Avenue LLC,
a California limited liability company,
its general partner

By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
a member and the manager

By: ____________________________
Eve Stewart,
Senior Vice President of Real Estate Development

EXHIBIT A
448
135.054/639247

IN WITNESS WHEREOF, SAHA hereby executes this Affordable Housing Loan Agreement solely with respect to the Assignment of the Predevelopment Note set forth in Section 4.2, effective as of the date first written above.

SATELLITE AFFORDABLE HOUSING ASSOCIATES
a California nonprofit public benefit corporation

By:

Name: Eve Stewart
Title: Senior Vice President of Real Estate Development

Exhibits
A Legal Description of the Property
B Form of City Amended & Restated Predevelopment Note
C Form of City Development Note
D Form of City Leasehold Deed of Trust
E Form of Regulatory Agreement
F Insurance Requirements
G Approved Development Budget
H Form of Ground Lease

EXHIBIT A
449
135.054/639247
Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT A
450

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

ALL THAT REAL PROPERTY IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 2, OF PARCEL MAP 10858, FILED NOVEMBER 27, 2024, IN BOOK 360 OF PARCEL MAPS, AT PAGES 87, 88, and 89.

APN: a portion of 099-0950-008-02

EXHIBIT A
451

EXHIBIT A
452
135.054/639247
Exhibit B

FORM OF CITY AMENDED & RESTATED PREDEVELOPMENT NOTE

EXHIBIT A
453
135.054/639203

NOTICE TO BORROWER:

THIS DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALE AND ASSUMPTIONS

AMENDED AND RESTATED PROMISSORY NOTE
Pacific Senior Phase 1 Predevelopment Loan
Secured by a Leasehold Deed of Trust

Principal Amount: $657,000 ______________, 2025 3701 Pacific Avenue Livermore, California

FOR VALUE RECEIVED, the undersigned Satellite Affordable Housing Associates , a California nonprofit public benefit corporation (“Borrower”) whose address is 1835 Alcatraz Avenue, Berkeley, CA 94703, hereby promise(s) to pay to the order of the City of Livermore, a municipal corporation ( “City”), at 1052 South Livermore Avenue, Livermore, California 94550, the principal amount of SIX HUNDRED FIFTY SEVEN THOUSAND Dollars ($657,000) (the “Predevelopment Loan”), together with interest accrued thereon, as set forth in this Amended and Restated Promissory Note (“City A&R Predevelopment Note”).

Pursuant to that certain Disposition, Development and Loan Agreement dated September 16, 2021 (the “DDLA”) by and between City and Borrower, Borrower agreed to develop certain real property into two separate parcels, and more particularly to develop One Hundred and Forty (140) units of affordable housing for Seniors (the “Pacific Avenue Project”) on Phase 1 and Phase 2 (each as hereinafter defined). The Pacific Avenue Projects is divided into two phases consisting of a 79- unit building with one manager’s unit (“Phase 1”, the “Property”, or the “Project”) and a 62- unit building (“Phase 2”). The proceeds of the Predevelopment Loan are for Phase 1. This agreement only encumbers Phase 1 of the Project. On December 13, 2022, the City approved a First Amendment to the executed DDLA, which included the property subdivision, an updated performance schedule, and a ground lease term sheet.

In accordance with the DDLA, City filed Parcel Map No. 10858 for record in the Official Records of Alameda County on November 27, 2024, in Book 360, Pages 87-89 of Maps (the “Map”), subdividing the real property two parcels, Parcels 2 & 4 , as shown on the Map, located at 3701 Pacific Ave. , in the City of Livermore, Alameda County, California. The Partnership (as hereinafter defined) intends to lease Parcel 2 for Phase 1 of the Project, as more particularly described in Exhibit A attached hereto (the “Property”).

Pursuant to the DDLA, the City made a loan to Borrower in the amount of SIX HUNDRED FIFTY-SEVEN THOUSAND Dollars ($657,000) (the “City Predevelopment Loan”), in connection with which Borrower delivered to the City that certain Promissory Note in the total amount of the City Predevelopment Loan and dated as of September 16, 2021 (the “Original Promissory Note”).

In accordance with the DDLA , SAHA formed Pac Avenue, L.P., a California limited

EXHIBIT A
454
135.054/639203
partnership (the “Partnership”), and the Partnership intends to enter into a long-term ground lease to develop, own and operate the Pacific Avenue Project on the Property. Pursuant to the DDLA and that certain Affordable Housing Loan Agreement that shall be entered into by and between the City and the Partnership (the “Loan Agreement”), the City Predevelopment Loan shall be assigned to the Partnership to construct the Pacific Avenue Project. The City and the Partnership shall also enter into that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of even date with the Loan Agreement (the “Regulatory Agreement”).

This City Amended and Restated Predevelopment Note hereby amends and restates in full the Original Promissory Note, and the Original Promissory Note shall be of no further force or effect

1. Borrower’s Obligation . This City Development Note evidences the Borrower ’s obligation to pay the City the Principal Amount, as that term is subsequently defined, loaned to the Borrower by the City to finance the Property’s development. As a condition of receiving the Principal Amount, the Borrower promises and agrees to comply will all terms and conditions of this City Development Note.

2. Principal. The principal amount of this City Development Note, $657,000 (“Principal Amount”), loaned to the Borrower by the City to finance predevelopment of the Property.

3. Interest. The City Development Note shall bear three percent (3%) simple annual interest commencing upon the dates the funds were disbursed to the Borrower.

4. Term. The entire indebtedness evidenced by this City Amended and Restated Predevelopment Note shall be repaid to the City within fifty -five (55) years from repayment of the Approved Senior Loan.

5. Repayment. The Borrower shall make payments towards principal and accrued interest due on this City A&R Predevelopment Note as set forth in Article 4 of the City Affordable Housing Loan Agreement during the Term . This A&R Predevelopment Note becomes due and payable in full on (a) the date the Property is transferred in a manner which is ineligible under the terms of the, Loan Agreement, Ground Lease or Regulatory Agreement, or (b) an Event of Default by the Partnership which has not been cured as provided for in the City Affordable Housing Loan Agreement, but in any event (c) no later than the fifty -fifth (55th) anniversary of the repayment of the Approved Senior Loan . Any payments made by Borrower pursuant to this section shall be applied first to pay current annual interest due, and then to reduce the principal amount of the City Predevelopment Loan. All payments by the Borrower shall be paid to the City in currency of the United States of America, which at the time of the payment is lawful for the payment of public and private debts.

All payments on this City A&R Predevelopment Note shall be made payable to the City of Livermore and shall be delivered to the City at 1052 South Livermore Avenue, Livermore, California, 94550, or to such other place as the City may from time-to-time designate.

All payments on this City A&R Predevelopment Note shall be without expense to the City, and the Borrower agrees to pay all costs and expenses incurred in connection with the payment.

6. Prepayment. At its option and without any premium or penalty, Borrower may pay all or a portion of the outstanding Principal Amount prior to the amount becoming due. The Borrower may make such prepayments at any time, or from time-to-time, before the prepaid amount is due. All prepayments shall be applied by the City to reduce the amount of the outstanding Principal Amount owed under this City A&R Predevelopment Note.

EXHIBIT A
455
135.054/639203

7. Nonrecourse. Neither Borrower nor the general or limited partners of Borrower shall have personally liability for payment of the principal of, or interest on, this City Development Note, and the sole recourse of City with respect to the payment of principal of, or interest on, this City A&R Predevelopment Note shall be to the Property and any other collateral held by City as security for this City A&R Predevelopment Note.

8. Encumbrances. Except as otherwise permitted by the terms of the City Affordable Housing Loan Agreement, t he Borrower shall not encumber the Property, permit the covenancy, transfer, or encumbrance of the Property, allow the placement of any liens, notes or deeds on the Property, or use the Property as security for any note or loan, without the City’s prior written approval; provided, however, that the approval of encumbrances consistent with the approved Financing Plan included in the Ground Lease shall not be unreasonably withheld. Any written approval by the City shall be consistent with the requirements of Section 13 below.

9. Payment Acceleration. The Principal Amount of this City A&R Predevelopment Note, together with all accrued interest and other outstanding payments and penalties, shall become immediately due and payable upon the occurrence of any of the following events:

A. The Borrower fails to use the Property in accordance with the City Affordable Housing Loan Agreement, Ground Lease or Regulatory Agreement; B. The Borrower fails to cure a default consistent with the requirements of Section 10 below;
C. The transfer of the Property or this City A&R Predevelopment Note in violation of Section 12 , and without the City’s written approval consistent with the requirements of Sections 12, 13 and 20 below;
D. The encumbrance of the Property in violation of Section 8, without the City’s written approval consistent with the requirements of Sections 8 and 13; E. Borrower is found to be in Default of the City Affordable Housing Loan Agreement on the Property

10. Special Repayment Provision: In the event that the Lender is no longer in operation, Borrower shall make all payments due to the California Department of Housing and Community Development.

11. Default – Notice & Opportunity to Cure. If, in the City’s sole discretion, the Borrower fails to observe or perform any condition contained herein, or take diligent action towards the cure or remedy of such event, for a period of sixty (60) days after written notice from the City specifying such failure and requesting that it be cured, such event shall be deemed a default and the City shall be entitled, and in addition to all other remedies provided by law or in equity, to compel specific performance by the Borrower of its obligations under this City A&R Predevelopment Note. Any investor limited partner of Borrower or Borrower's assignee shall have the same notice and cure rights granted to Borrower, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Borrower.

12. Prohibited Transfers . Except as otherwise permitted by the terms of this City A&R Predevelopment Note, Ground Lease or the Loan Agreement, the Borrower is prohibited from transferring by sale, lease, trade, exchange, rental, gift, assignment, conveyance, the Property or any part thereof, or any trust or power, or any transfer in any other mode or form, of the Property or any part thereof or any interest therein; provided, however, that the Borrower may transfer any or all of its interest in the Property to a subsidiary or affiliate

EXHIBIT A
456
135.054/639203
controlled by Borrower. Notwithstanding anything to the contrary contained herein, this City A&R Predevelopment Note shall be assignable and transferable in whole or in part to one or more limited partnerships affiliated with Borrower, so long as any such assignment or other document evidencing such assignment is acceptable to the City. Borrower may transfer limited partner interests to a tax credit investor (the “ Investor”), and such Investor may further transfer its limited partner interests, and the Investor may remove Borrower’s general partner pursuant to the terms of the Borrower’s limited partnership agreement, with the City’s consent, which consent will not be unreasonably withheld.

13. Permitted Transfers. Under the following limited circumstances, the City may give its prior written approval for the transfer of the Property: The Property is to be transferred to another qualified developer, as pre-determined by the City, which is a non-profit serving the same mission to provide housing under the City Affordable Housing Loan Agreement and Regulatory Agreement and will assume the Borrower’s rights and obligations under the Ground Lease, Deed of Trust, this City A&R Predevelopment Note, Loan Agreement and Regulatory Agreement.

14. Prior Written Approval. The City shall not unreasonably withhold its written approval of permitted transfers, encumbrances and refinancing by the Borrower. However, the City may only give written approval of those transfers, encumbrances, and refinancing authorized by this City A&R Predevelopment Note or the City Loan Agreement. The Borrower must request the City’s written approval prior to closing any transfer, encumbrance, or refinancing. If not approved, or in violation of this City A&R Predevelopment Note, any unapproved transfer, encumbrance, or refinancing shall be null and void.

In the event of any inconsistency or conflict between Sections 12, 13 and 14 of this City A&R Predevelopment Note with the provisions of Article 8 of the Loan Agreement, Article 8 of the Loan Agreement shall control.

15. Audit and Inspection. To the extent permissible under laws and regulations protecting individual confidentiality and upon at least 48 hours prior written notice, the City shall have access to, and is hereby authorized by the Borrower to inspect, make copies or photographs of, the Property, books, utility accounts, and records of the Borrower pertaining to this City A&R Predevelopment Note and the Borrower’s use of the Property.

16. Notices. Any demand or notice which either party desires to deliver to the other, shall be in writing and shall be delivered by hand, sent by a recognized overnight courier, deposited in the United States mail with a first -class prepaid postage and a return receipt requested, to ensure timely and complete delivery to the other party at the addresses noted above.

17. Attorney Fees and Costs . Borrower agrees that if any amounts due under this City Development Note are not paid when due, to pay all costs and expenses of collection and reasonable attorney fees paid or incurred in connection with the collection or enforcement of this City A&R Predevelopment Note, whether or not suit is filed.

18. Severability. Every provision of this City A&R Predevelopment Note is intended to be severable. If any provision is held by a court of competent jurisdiction to be invalid, illegal, and unenforceable, the validity, legality, and enforceability, of the remaining provisions shall not in any way be affected or impaired.

19. Interpretation. The provisions of this City A&R Predevelopment Note have been arrived at through negotiation and each party had a full and fair opportunity to revise the provisions and have them reviewed by legal counsel. The parties agree that any ambiguities in

EXHIBIT A
457
135.054/639203
construing or interpreting this City A&R Predevelopment Note shall not be resolved against either party as the drafting party.

20. Joint and Several Obligations . This City A&R Predevelopment Note is the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns.

21. Negotiability. Except as otherwise provided herein, this City A&R Predevelopment Note is non-negotiable and not transferable by the Borrower. The City, in its sole discretion, may, in the event of an Event of Default by the Borrower that is not cured as provided for in the City Affordable Housing Loan Agreement , negotiate a transfer, assignment, or assumption of this City A&R Predevelopment Note to any person and upon a minimum ninety (90) day written notice to the Borrower by the City.

22. Binding Upon Successors. All provisions of this City A&R Predevelopment Note shall be binding upon and inure to the benefit of the successors -in-interest, transferees, and assigns of the Borrower and the City, respectively.
[Signature Page to Follow]

EXHIBIT A
458
135.054/639203
DATE: BORROWER

Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation

By: ____________________________
Eve Stewart,
Senior Vice President of Real Estate
Development

EXHIBIT A
459
135.054/639203

EXHIBIT A
Legal Description
(To Be Inserted Upon Title)

EXHIBIT A
460
135.054/639247
Exhibit C

FORM OF CITY DEVELOPMENT NOTE

EXHIBIT A
461
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

NOTICE TO BORROWER:

THIS DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALE AND ASSUMPTIONS

PROMISSORY NOTE
Pacific Senior Phase 1 Development Loan
Secured by a Leasehold Deed of Trust

Principal Amount: $6,500,000 ______________, 2025 3701 Pacific Avenue Livermore, California

FOR VALUE RECEIVED, the undersigned Pac Avenue, L.P., a California limited partnership (“Borrower”) whose address is c/o Satellite Affordable Housing Associates, 1835 Alcatraz Avenue, Berkeley, CA 94703, hereby promise(s) to pay to the order of the City of Livermore, a municipal corporation ( “City”), at 1052 South Livermore Avenue, Livermore, California 94550, the principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000) , together with interest accrued thereon, as set forth in this Promissory Note (“ City Development Note”).

Pursuant to that certain Disposition, Development and Loan Agreement dated September 16, 2021 (the “DDLA”) by and between City and Borrower’s predecessor in interest, Satellite Affordable Housing Associates, a California nonprofit public benefit corporation (the “Developer”), the Developer agreed to develop certain real property into two separate parcels, and more particularly to develop One Hundred and Forty (140) units of affordable housing for Seniors (the “Pacific Avenue Project”) on Phase 1 & Phase 2. The Pacific Avenue Projects shall be divided into two phases consisting of a 79- unit building with one manager’s unit (“Phase 1”, the “Property”, or the “Project”) and a 6 1-unit building (“Phase 2”). The City Development Note only encumbers Phase 1 of the Project. On December 13, 2022, the City approved a First Amendment to the executed DDLA, which included the property subdivision, an updated performance schedule, and a ground lease term sheet.

In accordance with the DDLA, City filed Parcel Map No. 10858 for record in the Official Records of Alameda County on November 27, 2024, in Book 360, Pages 87-89 of Maps (the “Map”), subdividing the real property two parcels, Parcels 2 & 4 , as shown on the Map, located at 3701 Pacific Ave. , in the City of Livermore, Alameda County, California. The Borrower intends to lease Parcel 2 for Phase 1 of the Project, as more particularly described in Exhibit A attached hereto (the “Property”).

In accordance with the DDLA , SAHA formed the Borrower, and Borrower intends to enter into a long- term ground lease to develop, own and operate the Pacific Avenue Project on the Property. Pursuant to the DDLA and that certain Affordable Housing Loan Agreement entered into by and between the City and Borrower dated as of even date herewith (the “Loan Agreement”), the City has made a loan to Borrower in the original principal amount of Six Million Five Hundred Thousand D ollars ($6,500,000) (the “City Development Loan”) to construct Phase 1 of the Pacific Avenue Project.

EXHIBIT A
462
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

This City Development Note is made and delivered pursuant to and in conjunction with the City Affordable Housing Loan Agreement and that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants entered into by and between the City and Borrower dated as of even date herewith (the “ Regulatory Agreement”). All capitalized terms not otherwise defined in this City Development Note shall have the meanings set forth in the City Affordable Housing Loan Agreement The Borrower’s obligations with respect to this City Development Note are secured by that certain Leasehold Deed of Trust , Assignment of Rents , Security Agreement and Fixture Filing entered into by Borrower for the benefit of the City as of even date herewith (“ Deed of Trust”) executed by the Borrower concurrently herewith.

2. Principal. The principal amount of this City Development Note, $6,500,000 (“Principal Amount”), loaned to the Borrower by the City to finance development of the Property.

3. Interest. The City Development Note shall bear three percent (3%) simple annual interest commencing upon date the funds are disbursed to the Borrower.

4. Term. The entire indebtedness evidenced by this City Development Note shall be repaid to the City within fifty-five (55) years from repayment of the Approved Senior Loan.

5. Repayment. The Borrower shall make payments towards principal and accrued interest due on the City Development Loan from residual receipts subordinate to other City financing as described in 4.2 of the City Affordable Housing Loan Agreement during the Term of this City Development Note. This City Development Note becomes due and payable in full on (a) the date the Property is transferred in a manner which is ineligible under the terms, City Affordable Housing Loan Agreement, or Regulatory Agreement, or (b) an Event of Default by Borrower which has not been cured as provided for in the City Affordable Housing Loan Agreement, but in any event (c) no later than the fifty -fifth (55th) anniversary of the repayment of the Approved Senior Loan . Any payments made by Borrower pursuant to this section shall be applied first to pay current annual interest due, and then to reduce the principal amount of the City Development Loan. All payments by the Borrower shall be paid to the City in currency of the United States of America, which at the time of the payment is lawful for the payment of public and private debts.

All payments on this City Development Note shall be made payable to the City of Livermore and shall be delivered to the City at 1052 South Livermore Avenue, Livermore, California, 94550, or to such other place as the City may from time-to-time designate.

All payments on this City Development Note shall be without expense to the City, and the Borrower agrees to pay all costs and expenses incurred in connection with the payment.

EXHIBIT A
463
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

7. Nonrecourse. Neither Borrower nor the general or limited partners of Borrower shall have personally liability for payment of the principal of, or interest on, this City Development Note, and the sole recourse of City with respect to the payment of principal of, or interest on, this City Development Note shall be to the Property and any other collateral held by City as security for this City Development Note.

9. Payment Acceleration. The Principal Amount of this City Development Note, together with all accrued interest and other outstanding payments and penalties, shall become immediately due and payable upon the occurrence of any of the following events:

A. The Borrower fails to use the Property in accordance with the City Affordable Housing Loan Agreement, Ground Lease or Regulatory Agreement; B. The Borrower fails to cure a default consistent with the requirements of Section 10 below;
C. The transfer of the Property or this City Development Note in violation of Section 11, and without the City’s written approval consistent with the requirements of Sections 12, 13 and 20 below;
D. The encumbrance of the Property in violation of S ection 8, without the City’s written approval consistent with the requirements of Sections 8 and 13; E. Borrower is found to be in Default of the City Affordable Housing Loan Agreement on the Property

10. Special Repayment Provision: In the event that the Lender is no longer in operation, Borrower shall make all payments due to the California Department of Housing and Community Development.

11. Default – Notice & Opportunity to Cure. If, in the City’s sole discretion, the Borrower fails to observe or perform any condition contained herein, or take diligent action towards the cure or remedy of such event, for a period of sixty (60) days after written notice from the City specifying such failure and requesting that it be cured, such event shall be deemed a default and the City shall be entitled, and in addition to all other remedies provided by law or in equity, to compel specific performance by the Borrower of its obligations under this City Development Note. Any investor limited partner of Borrower or Borrower's assignee shall have the same notice and cure rights granted to Borrower, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Borrower.

12. Prohibited Transfers . Except as otherwise permitted by the terms of this City Development Note, Ground Lease or the City Affordable Housing t Loan Agreement, the Borrower is prohibited from transferring by sale, lease, trade, exchange, rental, gift, assignment, conveyance, the Property or any part thereof, or any trust or power, or any transfer in any other mode or form, of the Property or any part thereof or any interest therein; provided, however, that the Borrower may transfer any or all of its interest in the Property to

EXHIBIT A
464
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

a subsidiary or affiliate controlled by Borrower. Notwithstanding anything to the contrary contained herein, this City Development Note shall be assignable and transferable in whole or in part to one or more limited partnerships affiliated with Borrower, so long as any such assignment or other document evidencing such assignment is acceptable to the City.

Borrower may transfer limited partner interests to a tax credit investor (the “ Investor”), and such Investor may further transfer its limited partner interests, and the Investor may remove Borrower’s general partner pursuant to the terms of the Borrower’s limited partnership agreement, with the City’s consent, which consent will not be unreasonably withheld.

13. Permitted Transfers. Under the following limited circumstances, the City may give its prior written approval for the transfer of the Property: The Property is to be transferred to another qualified developer, as pre-determined by the City, which is a non-profit serving the same mission to provide housing under the City Affordable Housing Loan Agreement and Regulatory Agreement and will assume the Borrower’s rights and obligations under the Ground Lease, Deed of Trust, this City Development Note, City Affordable Housing Loan Agreement and Regulatory Agreement.

14. Prior Written Approval. The City shall not unreasonably withhold its written approval of permitted transfers, encumbrances and refinancing by the Borrower. However, the City may only give written approval of those transfers, encumbrances, and refinancing authorized by this City Development Note or the City Affordable Housing Loan Agreement. The Borrower must request the City’s written approval prior to closing any transfer, encumbrance, or refinancing. If not approved, or in violation of this City Development Note, any unapproved transfer, encumbrance, or refinancing shall be null and void.

In the event of any inconsistency or conflict between Sections 12, 13 and 14 of this City A&R Predevelopment Note with the provisions of Article 8 of the City Affordable Housing Loan Agreement, Article 8 of the City Affordable Housing Loan Agreement shall control.

15. Audit and Inspection. To the extent permissible under laws and regulations protecting individual confidentiality and upon at least 48 hours prior written notice, the City shall have access to, and is hereby authorized by the Borrower to inspect, make copies or photographs of, the Property, books, utility accounts, and records of the Borrower pertaining to this City Development Note and the Borrower’s use of the Property.

18. Severability. Every provision of this City Development Note is intended to be severable.

If any provision is held by a court of competent jurisdiction to be invalid, illegal, and unenforceable, the validity, legality, and enforceability, of the remaining provisions shall not in any way be affected or impaired.

19. Interpretation. The provisions of this City Development Note have been arrived at through negotiation and each party had a full and fair opportunity to revise the provisions

EXHIBIT A
465
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

and have them reviewed by legal counsel. The parties agree that any ambiguities in construing or interpreting this City Development Note shall not be resolved against either party as the drafting party.

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

21. Negotiability. Except as otherwise provided herein, this City Development Note is non-negotiable and not transferable by the Borrower. The City, in its sole discretion, may, in the event of an Event of Default by the Borrower that is not cured as provided for in the City Affordable Housing Loan Agreement, negotiate a transfer, assignment, or assumption of this City Development Note to any person and upon a minimum ninety (90) day written notice to the Borrower by the City.

22. Binding Upon Successors. All provisions of this City Development Note shall be binding upon and inure to the benefit of the successors -in-interest, transferees, and assigns of the Borrower and the City, respectively.
[Signature Page to Follow]

EXHIBIT A
466
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

DATE: BORROWER

Pac Avenue, L.P.,
a California limited partnership

By: Pac Avenue LLC,
a California limited liability company,
its general partner

By: Satellite Affordable Housing
Associates,
a California nonprofit public benefit
corporation,
a member and the manager

By: ____________________________
Eve Stewart,
Senior Vice President of Real Estate
Development

EXHIBIT A
467
Promissory Note – Pacific Avenue Senior Phase 1 Development Loan

EXHIBIT A
Legal Description
(To Be Inserted Upon Title)

EXHIBIT A
468
135.054/639247
Exhibit D

FORM OF CITY LEASEHOLD DEED OF TRUST

EXHIBIT A
469
1 Recording Requested by
and when Recorded, return to:

City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

Space above this line for Recorder’s use.

APN 099-095000802 (portion only - parcel 2)

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
(Pacific Senior – City Predevelopment & Development Loan)

THIS LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of _______, 2025, Pac Avenue, L.P. (“Borrower”) to Old Republic Title (“Trustee”), for the benefit of the City of Livermore, a municipal corporation (“City”).

RECITALS
A. City owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). City and Borrower have entered into a ground lease (the “Ground Lease”) dated as of the date hereof, pursuant to which Borrower shall lease the Land for the purposes of developing and operating a 140-unit affordable multifamily senior housing development (the “Pacific Avenue Project”) on the Land, divided into two phases consisting of a 79-unit building (“Phase 1” or the “Project”) and a 61-unit building (“Phase 2”). This agreement only encumbers Phase 1 of the Project. A Memorandum of the Ground Lease will be recorded in the Official Records of Alameda County concurrently herewith.

B. Pursuant to that certain City Disposition, Development and Loan Agreement (the “City DDLA”) dated as of September 16, 2021, and executed by and between City and Satellite Affordable Housing Associates, a California nonprofit public benefit corporation (“SAHA”), the City made a loan to SAHA in the amount of Six Hundred Fifty-Seven Thousand Dollars ($657,000) (the “City Pre-Development Loan”). The obligation to repay the City Pre-development Loan is evidenced by that certain Promissory Note dated as of September 16, 2021, which was executed by SAHA for the benefit of City (the “Predevelopment Note”). On December 13, 2022, the City approved a First Amendment to the executed DDLA, which included the property subdivision, an updated performance schedule, and a ground lease term sheet.

EXHIBIT A
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2 C. City and Borrower have entered into an Affordable Housing Loan Agreement dated as of the date hereof (the “City Development Loan Agreement”) pursuant to which City is providing a loan to Borrower in the amount of Seven Million One Hundred Fifty-Seven Thousand Dollars ($7,157,000) (the “City Development Loan”) for the purpose of partially financing the Pacific Avenue Project. Borrower has issued to City a secured promissory note dated as of the date hereof in the amount of Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Development Note”) to evidence Borrower’s obligation to repay the City Development Loan. SAHA has also issued to the City an amended and restated promissory note dated as the date hereof in the amount of Six Hundred Fifty-Seven Thousand Dollars ($657,000), which had been assumed by the Borrower pursuant to the City Development Loan Agreement (the “A&R Pre-Development Note” and together with the Development Note, collectively, the “Note”).

D. As a condition precedent to the making of the City Pre-Development Loan and the City Development Loan, City has required that Borrower enter into this Deed of Trust and grant to Trustee for the benefit of City, a lien and security interest in the Pacific Avenue Project and in Borrower’s leasehold interest in the Land and interests in the Property (defined below) to secure repayment of the A&R Pre-Development Note and the Development Note and performance of Borrower’s obligations under the City Documents (defined below). This Deed of Trust will be recorded as the City Development Loan Deed of Trust (described below).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Borrower hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of City, with power of sale and right of entry and possession, all estate, right, title and interest which Borrower now has or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired:
a. All buildings, structures, and improvements, now or hereafter located or constructed on the Land (“Improvements”);
b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, “Appurtenances”);

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3 c. All machinery, equipment, fixtures, goods and other personal property of the Borrower, whether moveable or not, now owned or hereafter acquired by the Borrower and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”); d. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Land or Improvements (collectively, “Leases”), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Borrower, including but not limited to security deposits (collectively, “Rents”);
e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Borrower now has or may hereafter acquire, including all advance payments of insurance premiums made by Borrower, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”); f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Borrower (“Gross Revenues”);
g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, “Plans”); and h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Land and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Borrower in the Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Borrower to City under the City Documents (defined below); (iii) all additional present and future obligations of Borrower to City under any other agreement or instrument acknowledged by Borrower (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Borrower to City under all modifications, supplements,

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4 amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of City to protect City’s interests under this Deed of Trust or any other City Document. The City Development Loan Agreement, the A&R Pre-Development Note, the Development Note, the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between Borrower and City and recorded substantially concurrently herewith (the “Regulatory Agreement”), and this Deed of Trust, as any of the foregoing instruments may be modified, supplemented, amended, renewed, or extended, are herein after collectively referred to as the “City Documents.”

3. Assignment of Rents, Issues, and Profits. Borrower hereby irrevocably, absolutely, presently and unconditionally assigns to City the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. City hereby confers upon Borrower a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder.

Upon the occurrence of any such Event of Default, City may terminate such license without notice to or demand upon Borrower and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as City may determine. City’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not City takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while City is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, City, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not City, in person or by agent, takes actual possession of the Land or the Improvements, City shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Borrower under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Borrower, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent City’s written consent, Borrower shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. Borrower intends this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of City. To the extent that any Property may be or be determined to be personal property, Borrower

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5 as debtor hereby grants to City as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, Borrower intends that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements.

5. Financing Statements. Pursuant to the UCC, Borrower, as debtor, hereby authorizes City, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as City may deem appropriate to perfect and preserve City's security interest in the Property and Rents, without requiring any signature or further authorization by Borrower. If requested by City, Borrower shall pay all fees and costs that City may incur in filing such documents in public offices and in obtaining such record searches as City may reasonably require.

If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it.

Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with City, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Borrower's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way altering any of the rights of City as determined by this instrument or impugning the priority of City’s lien granted hereby or by any other recorded document. Such mention in any financing statement is declared to be solely for the protection of City in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of City's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government.

6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Borrower covenants and agrees that this Deed of

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6 Trust is to be filed in the real estate records of Alameda County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Borrower shall be deemed to be the "debtor" and City shall be deemed to be the "secured party" for all purposes under the UCC.

7. Borrower’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

7.1 Representations and Warranties. Borrower represents and warrants that:
(i) Borrower lawfully possesses and holds a leasehold interest in the Land, (ii) Borrower will hold a fee interest in the Improvements that Borrower will cause to be constructed on the Land pursuant to the Ground Lease, (iii) Borrower has good and marketable title to or a leasehold interest in all of the Property; (iv) other than as limited by the City Documents, or the Ground Lease, Borrower has the full and unlimited power, right and authority to encumber Borrower’s interests in the Property with this Deed of Trust and assign the Rents as contemplated herein; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the City Documents or the Ground Lease, or otherwise approved in writing by City (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Borrower’s entire interest in the Property; (v) except with respect to Permitted Encumbrances, Borrower holds a leasehold in the Land and will hold a fee interest in the Improvements Borrower will cause to be constructed on the Land pursuant to the Ground Lease free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) to Borrower’s knowledge, there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to City; and (vii) the correct address of Borrower’s chief executive office is specified in Section 10.2.

City agrees that it will not withhold consent to reasonable requests for subordination of this Deed of Trust to deeds of trust provided for the benefit of lenders identified in the Financing Plan approved in connection with the City Development Loan Agreement, as such plan may be updated with City’s approval, provided that the instruments effecting such subordination agreement include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

7.2 Condition of Property. Borrower represents and warrants that except as disclosed to City in writing, as of the date hereof: (i) Borrower has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and (ii) all information that Borrower has delivered to City, either directly or through Borrower's agents, is accurate and complete.

7.3 Authority. Borrower represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Borrower in connection herewith: (a) have been duly authorized, executed, and delivered by Borrower; (b) are binding

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7 obligations of Borrower; and (c) do not violate the provisions of any agreement to which Borrower is a party or which affects the Property. Borrower further represents and warrants that there are no pending, or to Borrower’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Borrower’s ownership of, or interest in, the Property or part thereof.

7.4 Payment and Performance of Secured Obligations. Borrower shall promptly pay when due the principal and all interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Borrower arising in connection with the Secured Obligations, the Ground Lease, or the City Documents in accordance with the respective terms thereof.

7.5 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Borrower covenants that it shall use the proceeds of the City Development Loan (the “Loan Proceeds”) solely for purposes authorized by the City Documents. Borrower covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Borrower covenants that it shall comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Pacific Avenue Project, including without limitation all applicable requirements of state and local building codes and regulations, all applicable Prevailing Wage Laws, and all applicable statutes and regulations relating to accessibility for the disabled. Borrower shall not remove, demolish or materially alter any Improvement without City’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Borrower shall use the Land and the Improvements solely for purposes authorized by the City Documents and the Ground Lease, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Borrower bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the City Documents or the Ground Lease.

7.6 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be an Event of Default hereunder if the Property or the Improvements, or any part thereof or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered in violation of the City Documents or the Ground Lease or if any other Transfer (as defined in the City Development Loan Agreement) occurs in violation of the City Documents or the Ground Lease. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of City, and without demand, immediately become due and payable, subject to any applicable cure period.

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8 7.7 Inspections; Books and Records. City and its agents and representatives shall have the right at any reasonable time upon at least two business days prior written notice to enter upon the Land and inspect the Property to ensure compliance with the City Documents. Borrower shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the City Development Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by City at any reasonable time following at least two business days prior written notice.

7.8 Charges, Liens, Taxes and Assessments. Borrower shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Borrower may, at Borrower’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) City is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Borrower shall have posted a bond, insured over, or furnished other security as may reasonably be required from time to time by City; and provided further that Borrower shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.

7.9 Subrogation. City shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by City in accordance with this Deed of Trust.

7.10 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, at Borrower’s expense, Borrower shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name City as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Borrower or the City shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by City to any indebtedness secured hereby and in such order as City may determine, or at the option of City, the entire amount so collected or any part thereof may be released to Borrower. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, if any senior lienholder permits such proceeds to be utilized for rebuilding or restoration of the Improvements, City shall approve the use of the proceeds for such purpose.

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9 7.10.1 Borrower shall at all times during the term hereof, maintain a comprehensive general liability insurance policy in an amount not less than Two Million Dollars ($2,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the City as an additional insured. Borrower shall maintain workers’ compensation insurance as required by law.

7.10.2 Borrower shall file with City prior to the commencement of the term hereof, certificates (or such other proof as City may require, including without limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by this Section, and such certificates (or policies) shall provide that at least thirty (30) days’ prior written notice shall be provided to City prior to the expiration, cancellation or change in coverage under each such policy.

7.10.3 If any insurance policy required hereunder is canceled or the coverage provided thereunder is reduced, Borrower shall, within five (5) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, with notice and at its option, procure such insurance coverage at Borrower’s expense, and Borrower shall promptly reimburse City for such expense upon receipt of billing from City.

7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A VII status as rated in the most recent edition of Best's Key Rating Guide. Each policy of insurance shall contain an endorsement requiring the insurer to provide at least thirty (30) days written notice to City prior to change in coverage, cancellation or expiration thereof.

7.11 Hazardous Materials. Borrower represents and warrants that except as disclosed to City in writing or as disclosed in any phase I or other environmental report provided to the City, as of the date hereof to the current actual knowledge of Borrower’s principals: (i) Borrower has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Borrower that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; and (ii) Borrower has disclosed to City all information, records, and studies in Borrower’s possession or reasonably available to Borrower relating to the Land concerning Hazardous Materials.

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10 Borrower shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Land by Borrower, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of multi-family residential developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Borrower shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

To the greatest extent permitted by law, Borrower shall indemnify, defend, and hold City and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”) harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting City), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Borrower’s covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property,
provided that no Indemnitee shall be entitled to
indemnification under this Section for matters caused by such Indemnitee's gross negligence or willful misconduct. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Borrower shall, at Borrower’s own cost and expense, do all of the following:
a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust;
b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and
c. reimburse Indemnitees for any and all expenses, including without limitation out-of-pocket expenses and reasonable fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

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11 Borrower’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following or by any failure of Borrower to receive notice of or consideration for any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City's recourse to property securing the Secured Obligations, or limiting the personal liability of Borrower, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Borrower under this Deed of Trust or by Borrower or any other party under any City Document, (v) the release of Borrower or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) City’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Borrower may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under any City Document or applicable law. The obligations of Borrower to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Borrower acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Borrower relating to real property security (the “Environmental Provisions”), and that Borrower's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle City to pursue the remedies provided by Section 736 of the California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions.

Pursuant to Section 736, City's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.
“Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic

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12 Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products.
“Environmental Law” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C.

Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

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13 7.12 Notice of Claims; Defense of Security; Reimbursement of Costs. a. Notice of Claims. Borrower shall provide written notice to City of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within five business days of the occurrence of such loss. Borrower shall ensure that City shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents.

Within three business days of Borrower’s receipt thereof, Borrower shall provide City with a copy of any notice of default Borrower receives in connection with any financing document secured by the Property or any part thereof. b. Defense of Security. At Borrower's sole expense, Borrower shall protect, preserve and defend the Property and Borrower’s interest in and right of possession of the Property, the security of this Deed of Trust and the rights and powers of City and Trustee created under it, against all adverse claims. c. Compensation; Reimbursement of Costs. Borrower agrees to pay all reasonable fees, costs and expenses charged by City or Trustee for any service that City or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Borrower further agrees to pay or reimburse City for all costs, expenses and other advances which may be incurred or made by City or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to City or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Borrower shall give City prior written notice of any change in the address of Borrower and the location of any property, including books and records pertaining to the Property.

7.13 Indemnification. To the greatest extent permitted by law, Borrower shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless the Trustee and the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Borrower’s covenants under any City Document, (b) any representation by Borrower in any City Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Borrower or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any

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14 other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any City Document or any transaction contemplated thereby, or any failure of Borrower to comply with all applicable state, federal and local laws and regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee's gross negligence or willful misconduct. The obligations of Borrower under this Section shall survive the repayment of the City Development Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Borrower under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

7.14. Limitation of Liability. City shall not be directly or indirectly liable to Borrower or any other person as a consequence of any of the following: (i) City's exercise of or failure to exercise any rights, remedies or powers granted to City in this Deed of Trust; (ii) City's failure or refusal to perform or discharge any obligation or liability of Borrower under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Borrower, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property (excepting conditions caused by one or more Indemnitees); or (iv) any loss sustained by Borrower or any third party resulting from any act or omission of City in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of City. Borrower hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Borrower shall assert no claim related to any of the foregoing against City.

7.15 Condemnation Proceeds. Subject to the rights of any senior lienholders, and the provisions of the Ground Lease, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to City who may apply such moneys to any indebtedness secured hereby in such order as City may determine, or at the option of City the entire amount so collected or any part thereof may be released to Borrower. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

7.16 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of City and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, City may (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any

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15 Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.17 Reconveyance. Upon written request of City stating that all of the Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Borrower shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.18 Cure; Protection of Security. Upon the occurrence of an Event of Default, either City or Trustee may cure any breach or default of Borrower if Borrower fails to do so within the applicable cure period, and if it chooses to do so in connection with any such cure, City or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of City or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in City’s or Trustee’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of City or Trustee to be conclusive as among City, Trustee and Borrower; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist City or Trustee. City and Trustee may take any of the actions permitted under this Section 7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by City pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.

7.19 Limited Partners Right to Cure. Borrower’s limited partners and the Pacific Avenue Project lenders shall have the right to cure any default of Borrower hereunder pursuant to the terms set forth in the City Development Loan Agreement.

City shall provide any notice of default hereunder to such parties concurrently with the provision of such notice to Borrower, and as to the limited partners, and Pacific Avenue Project lenders, the cure periods specified herein and in the City Development Loan Agreement shall commence upon the date of delivery of such notice in accordance with Section 10.2.

8. Default and Remedies.

8.1 Events of Default. Borrower acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events:
a. City’s declaration of an Event of Default under any City Document, subject to the expiration of any applicable cure period set forth in such document;

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16 b. Borrower fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from City or Trustee;
c. If Borrower’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the City Documents or the Ground Lease;
d. Borrower fails to maintain the insurance coverage required hereunder and fails to cure such default within five (5) days, or Developer otherwise fails to comply with the requirements of Section 7.10 hereof and Borrower fails to cure such default within the applicable time specified in Section

7.10;
e. Subject to Borrower’s right to contest such charges as provided herein, Borrower fails to pay taxes or assessments due on the Land or the Improvements or fails to pay any other charge that may result in a lien on the Land or the Improvements, and Borrower fails to cure such default within and Tenant fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to pursue foreclosure thereof;
f. Any representation or warranty of Borrower contained in or made in connection with this Deed of Trust or in any other City Document, or made in connection with the execution and delivery of any certificate or statement furnished by or on behalf of Borrower in connection with the City Development Loan proves to have been false or misleading in any material adverse respect when made;
g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due;
h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Borrower or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Pacific Avenue Project

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17 or any part thereof, and in each case the order or decree is not released, vacated, dismissed or fully bonded within ninety (90) days after its issuance; i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; j. Borrower fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from City or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in City’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Borrower commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default and during the continuation thereof, City and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any City Document, and any other remedy existing at law or in equity or by statute. All of City’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. City shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs.
a. Acceleration. City may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.
b. Receiver. City may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry. City, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that City may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Borrower’s or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as City may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Borrower; completing any unfinished construction; and/or contracting for and making repairs and alterations. If City so requests, Borrower

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18 shall assemble all of the Property that has been removed from the Land and make all of it available to City at the site of the Land. Borrower hereby irrevocably constitutes and appoints City as Borrower's attorney-in-fact to perform such acts and execute such documents as City in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Borrower's name on any instruments.
d. UCC Remedies. City may exercise any or all of the remedies granted to a secured party under the UCC.
e. Judicial Action. City may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. f. Power of Sale. Under the power of sale hereby granted, City shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

8.3 Power of Sale. If City elects to invoke the power of sale hereby granted, City shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, City shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.

Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Borrower, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at City’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Borrower, Trustee, or City, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the

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19 proceeds of sale to payment of all sums advanced or expended by City or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Borrower acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the City Documents, and if in connection with such Event of Default City exercises its right to foreclose on the Property, then: (i) City shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Borrower, Trustee or City, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law.

Instead of paying cash for such property, City may settle for the purchase price by crediting the sales price of the property against the following obligations:
a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Borrower is obligated to pay or reimburse City or Trustee under Section 7.12(c); and b. Second, the remaining balance of all other Secured Obligations in any order and proportions as City in its sole discretion may choose.

8.4 Borrower’s Right to Reinstate. Notwithstanding City’s acceleration of the sums secured by this Deed of Trust, Borrower shall have the right to have any proceedings begun by City to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if:
(a) Borrower pays City all sums which would be then due under the City Documents if the Secured Obligations had no acceleration provision; (b) Borrower cures all breaches of any other covenants or agreements of Borrower contained in this Deed of Trust; (c) Borrower pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Borrower contained in this Deed of Trust, and in enforcing City’s and Trustee’s remedies as provided herein, including, but not limited to, reasonable attorney’s fees; and (d) Borrower takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City’s interest in the Property and Borrower’s obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Borrower, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

9. Borrower's Waivers. To the fullest extent permitted by law, Borrower waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Borrower by City; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or

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20 moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The City Documents grant further rights to City and contain further agreements and affirmative and negative covenants by Borrower which apply to this Deed of Trust and the Property.

10.2 Notices. Borrower requests that a copy of notice of default and notice of sale be mailed to Borrower at the address set forth below. That address is also the mailing address of Borrower as debtor under the UCC. City’s address set forth below is the address for City as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (a) personal delivery, in which case notice shall be deemed delivered upon receipt; (b) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; or (c) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier.

City:

City of Livermore
123 Main Street
Livermore, CA 94566
Attention: City Manager

Borrower:

Pac Avenue, L.P.1835 Alcatraz Avenue
Berkeley, CA, 94703
Attn: Eve Stewart, Senior Vice President of Real Estate Development

and

Interfaith Housing, Inc.
550 Hillcrest Avenue
Livermore, CA 94550
Attn: President

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21 With a copy to:

Gubb & Barshay LLP
505 14th Street, Suite 450
Oakland, CA  94612
Attention: Erica Williams Orcharton

And a copy to Borrower’s limited partner:

NEF Assignment Corporation
10 South Riverside Plaza
Suite 1700
Chicago, Illinois 60606
Attention: General Counsel
Email: [email protected] with subject line of SMT #83146; 83452

With a copy to:

NEF Assignment Corporation
10 South Riverside Plaza
Suite 1700
Chicago, Illinois 60606
Attention: SVP Asset Management

And:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 W. Fifth Street, Suite 5880
Los Angeles, California 90017
Attention: Rachel Rosner, Esq

10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Borrower, City and Trustee; provided however this Section 10.3 does not waive the provisions of Section

7.6. 10.4 Substitution of Trustee. City may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of Alameda County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

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22 10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of City or of Trustee, Borrower shall pay to City and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Borrower agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the “Property Jurisdiction”). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the City Documents. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by City of any obligation of Borrower hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by City or Trustee to take action on account of any default of Borrower. Consent by City or Trustee to any act or omission by Borrower shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for City’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Borrower and City. Without limiting the generality of the foregoing, City’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by City of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action by City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by City’s City Manager or by any person who shall have been designated by City’s City Manager, without further approval by the governing board of City.

10.9 Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Borrower’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

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23 10.11 Partial Subordination to Extended Use Agreement. Borrower and the California Tax Credit Allocation Committee may enter into a Regulatory Agreement (the “TCAC Regulatory Agreement”), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended (the “Code”). In the event of a foreclosure of City’s interest under this Deed of Trust or delivery by the Borrower of a deed in lieu thereof (collectively, a “Foreclosure”), the following rule shall apply:

In the event of a Foreclosure, throughout the extended use period specified in the TCAC Regulatory Agreement, with respect to any unit that had been regulated by the TCAC Regulatory Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code.

11. Leasehold Mortgagee Provisions. The provisions of this Section 11 shall apply for so long any portion of the Property consists of Borrower's interest as tenant under the Ground Lease defined and described in Recital A. As used in this Section 11, the term “Ground Lease” means the Ground Lease and any extension, renewal or replacement thereof. The lien of this Deed of Trust shall encumber all of Borrower's rights and interests under and in connection with the Ground Lease, including without limitation renewal and extension rights and purchase options (if any), all of which rights shall be collectively referred to herein as the "Leasehold".

11.1 Intentionally omitted.

11.2 Intentionally omitted.

11.3 Intentionally omitted.

11.4 Unless City otherwise consents in writing, so long as any Secured Obligation remains outstanding, neither the fee title to, nor any other estate or interest in, the Property subject to the Ground Lease shall merge with any Leasehold, notwithstanding the union of such estates in the landlord or the tenant or in a third party.

Any acquisition of the landlord's interest in the Ground Lease by Borrower or any affiliate of Borrower shall be accomplished in such a manner as to avoid a merger of the interests of landlord and tenant unless City consents to such merger in writing.

11.5 If Borrower acquires fee title to any portion of the real property subject to the Ground Lease, this Deed of Trust shall automatically be a lien on such fee title.

11.6 Except as permitted by the City Documents, Borrower shall not subordinate the Ground Lease or Leasehold to any deed of trust or other encumbrance of, or lien on, any interest in the real property subject to such Leasehold without the prior written consent of City. Any such subordination without such consent shall, at City's option, be void.

11.7 Intentionally omitted.

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24 11.8 Borrower shall notify City promptly in writing of the institution of any legal proceeding involving obligations under the Ground Lease, and City may intervene in any such legal proceeding and be made a party. Borrower shall promptly provide City with a copy of any decision rendered in connection with any such proceeding.

11.9 To the extent permitted by law, the price payable by Borrower or any other party in the exercise of the right of redemption, if any, from any sale under, or decree of foreclosure of, this Deed of Trust shall include all rents and other amounts paid and other sums advanced by City on behalf of Borrower as the tenant under the Ground Lease.

11.10 Borrower shall promptly notify the landlord in writing, in accordance with Section 25359.7 of the California Health and Safety Code and any successor and/or similar statutes (and shall simultaneously notify City in writing), in the event that Borrower knows or has cause to believe that any Hazardous Materials have come to be located on or beneath the property leased under the Ground Lease (other than as disclosed pursuant to the assessment described in Section 7.11 above.

11.11 The generality of the provisions of this Deed of Trust shall not be limited by any provision of this Section 11 that sets forth particular obligations of Borrower as the tenant under the Ground Lease.

12. Underwriting Standards. The City attests that the underwriting standards being utilized for this transaction are those that have been submitted and approved by the California Department of Housing and Community Development.

13. Published Affordability Restrictions. Affordability restrictions as published annually by the California Department of Housing and Community Development and not just the Federal Department of Housing and Urban Development exclusively.

14. Nondiscrimination. Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed.

The foregoing covenant shall run with the land.

SIGNATURES ON FOLLOWING PAGE.

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25 IN WITNESS WHEREOF, Borrower has executed this Deed of Trust as of the date first written above.

BORROWER:

Pac Avenue, L.P., a California limited partnership
By: Pac Avenue, LLC, a California limited liability company Its: General Partner
By: Satellite Affordable Housing Associates, Inc., a California nonprofit public benefit corporation, its sole member/manager
By: ______________________________
Eve Stewart, Senior Vice President of Real Estate Development

SIGNATURES MUST BE NOTARIZED.

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26 ACKNOW

LEDGMENT
Sta
te of California )
) ss
County of ___________ )
On , before me, _____________________________________,
(N ame of Notary)
notar
y 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 c
ertify 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)
SIGNATURES MUST BE NOTARIZED.

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
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27 Exhibit A

LAND
(To Be Inserted By Title)

EXHIBIT A
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135.054/639247
Exhibit E

FORM OF AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS

EXHIBIT A
497

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Livermore
1052 S Livermore Avenue
Livermore, CA 94550
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

Space above this line for Recorder’s use.

AFFORDABLE HOUSING REGULATORY AGREEMENT

AND

DECLARATION OF RESTRICTIVE COVENANTS

by and between

THE CITY OF LIVERMORE

and

Pac Avenue, L.P.

Pacific Senior Apartments Phase 1

_________________, 2025

EXHIBIT A
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2 This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of _________________, 2025 (“Effective Date”) by and between the City of Livermore, a municipal corporation (“City”) and Pac Avenue, L.P., a California limited partnership (“Borrower”). The City and the Borrower are collectively referred to herein as the “Parties.”

R E C I T A L S
A. Borrower owns a leasehold interest in that certain real property located adjacent to Sunken Gardens Park (3800 Pacific Avenue) at the eastern terminus of Pacific Avenue in Livermore, California, Alameda County Assessor Parcel No. 10858, in the Official Records of Alameda County, Book 360, Pages 87- 89 of Map, subdividing the real property two parcels, Parcels 2 & 4. The Borrower intends to lease Parcel 2 for Phase 1 of Project, and more particularly described in Exhibit A attached hereto (the “Property”). For purposes of clarity this Agreement shall only encumber Borrower’s leasehold interest in the Property and not the City’s fee interest in the land underlying the Property.

B. City and Borrower have entered into an Affordable Housing Loan Agreement (the “Loan Agreement”) dated ___________________ and a Ground Lease dated ________________ concurrently herewith. Borrower will develop, own, and operate a 79 -unit affordable housing development for seniors on the Property (“ Phase 1” or the “Project”). Phase 1 is part of a two - phased project to be known as the “Pacific Avenue Project”. The second phase of the Pacific Avenue Project is anticipated to be a 61-unit affordable housing development for seniors (“Phase 2”). This Agreement only encumbers Phase 1. Capitalized terms used without definition herein shall have the meaning ascribed to such terms in the Loan Agreement.

C. The Loan Agreement provides that the Restricted Units to be developed on the Property will be required to be available to Eligible Households at Affordable Rents in accordance with this Agreement for a period of not less than the term of fifty-five (55) years.

D. The City recognizes there is a shortage of affordable housing and, in particular, low-income Seniors face barriers that inhibit equal access to housing. Therefore, reserving affordable units for Seniors and providing services that allow them to live independently is needed to offer equal access to housing.

E. Subject to the terms and conditions set forth in the Loan Agreement, City has agreed to provide a development loan in an amount not to exceed Seven Million One Hundred Fifty - Seven Thousand Dollars ( $7,157,000.00), (the “Loan” or “City Loan”, which financing was apportioned as (i) Six Hundred Fifty- Seven Thousand Dollars ($657,000) in predevelopment financing and (ii) Six Million Five Hundred Thousand Dollars ($6,500,000) in permanent development financing. As a condition precedent to the funding of the Loan, City requires the Project to be subject to the terms, conditions, and restrictions set forth herein.

F. P
ursuant to the Loan Agreement , Borrower has executed and deliver ed to City Secured Promissory Notes (the “ A&R Predevelopment Note” and “ Development Note ” or “Notes”) to evidence Borrower’s obligation to repay the Loan. The Notes are secured by a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed

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3 by Borrower for the benefit of City (the “Deed of Trust ”) recorded in the Official Records of Alameda County concurrently herewith.

G. The Project received no Density Bonus in accordance with Section 6.02.030 of the Livermore Development Code.

H. The purpose of this Agreement is to satisfy the affordability requirements of the City’s affordable housing program and to regulate and restrict the occupancy and rents of the Project’s Restricted Units for the benefit of the Project occupants. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Borrower and Borrower’s successors and assigns for the full term of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1.1 Definitions; Exhibits. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. “Actual Household Size” means the actual number of persons in the applicable household. “Adjusted for Family Size Appropriate for the Unit” shall be determined consistent with Section 50052.5(h) of the California Health and Safety Code, subject to the application of federal rules and regulations applicable to Project financing sources, including Section 42(g)(2) of the Internal Revenue Code of 1986 as amended (or successor provision). “Affordable Rent” means the following amounts, less a utility allowance and other fees and charges required to be paid by tenants of the Project on a non-optional basis which have been approved by the City, : (i) for units that are restricted for rental to households with incomes of not more than twenty percent (20%) of AMI (“20% Units”), a monthly rent that does not exceed one- twelfth of t hirty percent (30%) of twenty percent (20%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit; (ii) for units that are restricted for rental to households with incomes of not more than thirty percent (30%) of AMI (“30% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of thirty percent (30%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit; (iii) for units that are restricted for rental to households with incomes of not more than fifty percent (50%) of AMI (“50% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of fifty percent (50%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit; and (iv) for units that are restricted for rental to households with incomes of not more than sixty percent (60%) of AMI (“60% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of sixty p ercent (60%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit. Rents shall be limited to no greater than the TCAC-published rents for the aforementioned income categories. “A&
R Predevelopment Note” is defined in Recital F.
“Ar
ea Median Income” or “AMI” means the median income for Alameda County, California, adjusted for Actual Household Size, as determined pursuant to California Tax Credit Allocation (“TCAC”) regulations.

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4 “City’s Authorized Representative” means the City Manager of the City of Livermore or his/her designee .
“City Documents ” means that certain “Disposition, Development and Loan Agreement” by and between the City , SAHA and IFH dated September 1 6, 2021 (the “DDLA”), the Loan Agreement , the Notes, the Leasehold De ed of Trust, and this Agreement. “Claims ” is defined in Section [2.6].
“Development Note” is defined in Recital F.
“Eligible Household” means a household for which gross household income upon initial occupancy does not exceed the maximum income level for a Restricted Unit as specified in Section [2.1]. “IFH” means Interfaith Housing, Inc., a California non-profit corporation. “Indemnitees” is defined in Section [2.6].
“Lender” means the financial institution providing the loan(s). “Leasehold Deed of Trust” is defined in Recital F.
“LHTF” is defined as the Local Housing Trust Fund.
“Loan” is defined in Recital E.
“Loan Agreement” is defined in Recital B.
“Marketing and Tenant Selection Plan” is defined in Section 6.5. “SAHA” means Satellite Affordable Housing Associates , a California nonprofit public benefit corporation, and Borrower’s predecessor in interest. “Senior” is defined as a person who is age 62 years or older. “Notes” is defined in Recital F.
“Rent Restricted ” is defined in Section [2.2.1].
“Restricted Unit” means a dwelling unit which is reserved for occupancy at an Affordable Rent by Eligible Households of specified household income levels as set forth in Sections 2.1 and

2.2. “TCAC” means California Tax Credit Allocation Committee. “Tenant” means the occupant of a Restricted Unit.
“Veteran” is defined as a member who is a Veteran of the U.S. military and meets VA health care eligibility requirements.

EXHIBIT A
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5 1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A Leg al Description of Property
B Insurance Requirements
C Form of Annual Report

2. Use and Affordability Restrictions. Borrower hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used solely for the operation of a multifamily rental housing development for Seniors in compliance with the Loan Agreement , and the requirements set forth herein. Borrower represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Borrower covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City. The Borrower agrees to comply with affordability restrictions as published annually by the California Department of Housing and Community Development and not just the Federal Department of Housing and Urban Development exclusively.

2.1 Affordability and Occupancy Requirements of the City Restricted Units .

Throughout the term of this Agreement (as defined in Section 4.1 below) Borrower agrees that: (i) not less than 16 of the residential units shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than twenty percent (20 %) of AMI, (ii) not less than 9 of the residential units shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than thirty percent (30%) of AMI; (iii) 43 of the residential units shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than fifty percent (50%) of AMI, for a total of 68 of the residential units in the Project restricted to extremely low and very low income households; (iv) 10 of the residential units shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than sixty percent (60%) of AMI (“Restrictive Units); and (v) all other units, except for one (1) of the residential units in the Project which shall be a manager’s unit for which rent will not be restricted, will be restricted by the TCAC restrictive covenant to be recorded when the units are placed-in- service by TCAC’s definition (“ TCAC Units”). The Restricted Units shall generally reflect the unit bedroom mix of all of the units in the Project. Maximum unit occupancy standards shall be established according to TCAC regulations or in the absence of such regulations shall be two persons per bedroom plus one additional person. A total of 78 units will be allocated to the Local Housing Trust Fund (LHTF).

Number of Targeted
Low-Income Units
Percent of Area
Median-Moderate
Income (AMI) (20%-
60%)
Percentage of Low-
Income Units
(before rounding down)

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6 16 20% 20.51
9 30% 11.54
43 50% 55.13
10 60% 12.82
City
has applied for and received an award of State LHTF to be used for the Development Loan for the Projec t and as a requirement of that program at least 30% of LHTF program funds and City’s matching funds (demonstrated through the City’s application to the State) must be allocated towards ELI Households (30% AMI or less); no more than 20% of program funds and matching funds may be allocated towards Moderate Income Households (Between 80% and 120% AMI), the remainder of program funds and matching funds may be alloc ated toward Lower Income Households (Between 30% to 80% AMI) The City’s affordability restrictions described herein are intended to conform to the LHTF program requirements.

In the event that recertification of tenant incomes indicates that the number of Restricted Units actually occupied by Eligible Households falls below the number reserved for each income group as specified in this Section 2.1, Borrower shall rectify the condition by renting the next available dwelling unit(s) in the Project to Eligible Household(s) until the required income mix is achieved. A dwelling unit shall qualify as “ Rent Restricted ” if the gross rent charged for such unit does not exceed the Affordable Rent for the applicable household income category as set forth in Section [2.2].

Notwithstanding anything to the contrary contained in this Agreement, if other Project lenders, Project investors, or regulatory agencies restrict a greater number of units than restricted by this Agreement or require stricter household income eligibility or affordability requirements than those imposed hereby, the requirements of such other lenders, investors or regulatory agencies shall prevail, including without limitation, the rent and occupancy requirements imposed in connection with the use of project based vouchers or other rent subsidies.

2.1.1. P roject Based Section 8 Units. To the extent allowed under the rules and regulations applicable to such program, Borrower agrees that Project Based Section 8 assistance received for the Project shall be prioritized to those Restricted Units serving the lowest income tenants in the Project. Notwithstanding any contrary provision of this Agreement, for units that are subsidized with Section 8 project-based vouchers, the rules and regulations applicable to such program shall prevail with respect to the setting of rents, implementation of occupancy requirements, and determination of gross household income.

2.1.3 Disabled Persons Occupancy.
a) Borrower shall cause the Project to be operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair

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7 Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). b) Borrower shall indemnify, protect, hold harmless and defend the City , and its board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Borrower's failure to comply with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the City Loan and the reconveyance of the Deed of Trust.

2.1.4 Loss of Subsidy.

It is anticipated that certain Units in the Project (the "Subsidy Units") will receive Project-Based Section 8 or other rental subsidies (the "Rental Subsidy") throughout the Term, as reflected in the Financing Plan for the Project. If any change in federal law occurs, or any action (or inaction) by Congress or any federal or state agency occurs, which results in a material reduction, termination or nonrenewal of the Rental Subsidy through no fault of the Borrower, such that the Rental Subsidy shown on the Finance Plan for the Project approved by the City is no longer available, Borrower shall, in anticipation of such loss in Rental Subsidy, use good faith
efforts for a period of ninety (90) days, to identify and obtain alternative sources of rental subsidies and shall provide the City progress reports on Borrower's efforts to identify and obtain alternative sources of rental subsidies. If at the end of such ninety (90) day period Borrower is unable to secure an alternate source of rental subsidy, notwithstanding Section 2.2, Borrower may increase the rent on one or more of the City Restricted Units that overlap with a Subsidy Unit, up to sixty percent (60%) of AMI (“TCAC Maximum Rent Limit”), subject to the following requirements:
a) Any such rent increase must be pursuant to a transition plan approved by the City showing how the rent increase will be implemented, and which Restricted Units will be subject to the increase, and, if applicable, be consistent with remedial measures set forth in California Code of Regulations Title 4, Division 17, Chapter 1, Section 10337(a)(3) or successor regulation applicable to California's Federal and State Low Income Housing Tax Credit Program;
b) At the time Borrower requests an increase in the Restricted Unit rent, Borrower shall provide the City with a copy of the proposed Annual Operating Budget showing the impact of the loss or reduction of the Rental Subsidy; c) Any subsequent rent increases remain subject to Section [2.2] above; and, d) The
number of Restricted Units subject to the rent increase and the level of rent increase may not be greater than the amount required to ensure that the Project generates sufficient income to cover its operating costs and debt service as shown on the Annual Operating Budget, and as is necessary to maintain the financial stability of the Development.

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8 e) Upon r
eceipt of any alternative rental subsidies, Borrower shall reduce the rents on the Restricted Units back to the Affordable Rents set out in Section

2.1, to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs and debt service of the Development as shown on the Annual Operating Budget.

2.1.5 Rent Increases on Foreclosure.

Notwithstanding this Section 2.1, in the event that a Senior Lender (as defined in the Loan Agreement) foreclosures on the Project (or receives a deed in lieu of foreclosure), the Rents on one or more of the Restricted Units may be increased up to the TCAC Maximum Rent Limit to maintain the financial feasibility of the Project, subject to the following requirements:
a) Any such rent increase must be pursuant to a transition plan approved by the City showing: (i) how the rent increase will be phased-in; (ii) which Restricted Units will be subject to the increase; and (iii) the operating income and expenses for the Project comparing the current rent structure to the proposed rent structure;
b) The number of Restricted Units subject to the rent increase and the level of rent increase may not be greater than the amount required to ensure that the Project generates sufficient income to cover its operating costs and debt service, and as is necessary to maintain the financial stability of the Development; and
c) The rent increase may occur only at the time of renewal of the term of the lease of an existing Tenant or the time of leasing a Restricted Unit to a new tenant. Any subsequent rent increases remain subject to Section 2.1 above.

2.2 Rents for Restricted Units; Unit Sizes. For all Restricted Units rents shall be limited to Affordable Rents for households of the applicable income limit and presumed household size in accordance with Section 2.1. In the event that TCAC no longer publishes the income and rent information that this Agreement contemplates that TCAC will publish, respectively, the City shall provide Borrower with other income and rent determinations which are reasonably similar with respect to methods of calculation to those previously published by TCAC, as applicable. Notwithstanding the foregoing, no tenant qualifying for a Restricted Unit shall be denied continued occupancy of a unit in the Project because, after admission, such tenant's household income increases to exceed the qualifying limit for such Restricted Unit. A household which at initial occupancy qualifies in a particular income category shall be treated as continuing to be of such income category so long as the household’s gross income does not exceed one hundred forty percent (140%) of the applicable income limit. In the event the gross household income of a household that qualified at the applicable income limit at initial occupancy exceeds the applicable income limit for a unit, that unit will continue to be considered as satisfying the applicable income limit if the unit remains Rent-Restricted. In the event a tenant’s household income exceeds the limits specified in this Section, Borrower shall apply the rules applicable to the Project pursuant to Section 42 of the Internal Revenue Code of 1986, as amended and the

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9 federal Regulations applicable thereto. In the event of inconsistency between the provisions of this Section [2.2] and the rules applicable to the Project in connection with low-income housing tax credits, the rules applicable pursuant to such financing source shall prevail. a) For the purpose of determining whether a household is an Eligible Household, gross household income shall be determined in accordance with TCAC regulations and federal regulations applicable to low-income housing tax credits. b) Subject to Section 2.3(a), if, upon recertification of the income of a Tenant of a City-Assisted Unit, Borrower determines that a Tenant of a City-Assisted Unit has an Adjusted Income exceeding the maximum qualifying income for a 50% AMI Household, such Tenant shall be permitted to continue occupying the City- Assisted Unit and upon sixty (60) days written notice, t he Rent may be increased to one-twelfth (1/12th) of thirty percent (30%) of the actual Adjusted Income of the Tenant, and Borrower shall rent the next available Unit of the appropriate size to a 20% AMI Household, a 30% AMI Household, a 40% AMI Household, or a 50% AMI Household, as applicable, at a Rent not exceeding the maximum Rent specified in Section 2.2, or designate another Unit in the Development with a 20% AMI Household as a 20% Unit, a 30% AMI Household as a 30% Unit, a 40% AMI Household as a 40% Unit, or a 50% AMI Household as a 50% Unit, as applicable, at a Rent not exceeding the maximum Rent specified in Section [2.2(a)].
c) Initial Rents are subject to City approval. Rents may not be increased more often than once every twelve (12) months and by no more than five percent (5%) per year.

Borrower shall provide each Tenant with at least sixty (60) days written notice of any increase in Rent applicable to such Tenant.

2.3 Manager’s Unit. One (1) dwelling unit in the Project may be used as resident manager’s unit and shall be exempt from the occupancy and rent restrictions set forth in this Agreement.

2.4 No Condominium Conversion. Borrower shall not convert the Project to condominium or cooperative Borrowership or sell condominium or cooperative rights to the Project or any part thereof during the term of this Agreement.

2.5 Non-Discrimination; Compliance with Fair Housing Laws.

2.5.1 S election of Tenants. In order to ensure that there is an adequate supply of affordable housing within the City of Livermore for senior residents to the extent permitted by law and consistent with the program regulations for funding sources used for development of the Project, applications will be selected pursuant to an equitable selection method, and in accordance with a City approved guideline. Notwithstanding the foregoing, in the event of a conflict between this provision and the provisions of Section 42 of the Internal Revenue Code of 1986, as amended, the provisions of such Section 42 shall control. Lessee shall develop marketing policies or other rental policies and procedures approved by the City, as may be amended from time to time, to ensure that residents and people who qualify for the P roject are provided adequate notice and opportunity to rent units in the Project.

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10 2.5.2 Fa ir Housing. Borrower shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Borrower shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

2.5.3 No n-Discrimination. Borrower shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Borrower covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Borrower or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof.

Borrower shall include such provision in all deeds, leases, contracts and other instruments executed by
Borrower, and shall enforce the same diligently and in good faith.

All deeds, leases, and contracts pertaining to management of the Project, made or entered into by Borrower, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language:
(a) (1
) In Deeds, the following language shall appear:
“Gr
antee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.” (b)
(1) In Leases, the following language shall appear:
“The l
essee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status,

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11 national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.”
(c) In C
ontracts pertaining to management of the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
“Th
ere shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.”

2.6 R elocation. Notwithstanding eviction, persons residing on the Property shall not be displaced before suitable replacement housing is available. Borrower shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled. All costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to any applicable relocation laws shall be paid by Borrower, and City shall have no responsibility for payment therefor. Borrower shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Project.

To the greatest extent permitted by law, Borrower shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors, representatives and designated volunteers (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising from the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations set forth in this Section (i) shall survive the expiration or earlier termination of this Agreement, and (ii) shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. City does not and shall not waive any rights against Borrower that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Borrower, of any of the insurance policies described in th is Agreement.

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12 3. Tenant Income Certifications; Reporting Requirements; Access to Information; Inspections.

3.1 T enant Income Certification. Borrower or Borrower’s authorized agent shall obtain from each household prior to initial occupancy of each Restricted Unit, and on every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as City may reasonably require:
(i) The identity of each household member; and
(ii) Th e total gross household income (as determined pursuant to Section [2.2].

Borrower shall retain such certificates for not less than five (5) years, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.

3.2 Annual Report; Inspections. Following completion of construction of the Project, by not later than April 1 of each year during the term of this Agreement, Borrower shall submit an annual report (“Annual Report”) to the City in form satisfactory to City and attached at Exhibit C, together with a certification that the Project is in compliance with the requirements of this Agreement. Notwithstanding the Annual report requirements, Borrower shall submit to the City an initial lease up report containing the tenant certification and occupancy information described in this section. The Annual Report shall, at a minimum, include the following information for each dwelling unit in the Project: (i) unit number and name; (ii) number of bedrooms; (iii) current rent and other charges; (iv) move in date and dates of any vacancies during the previous year; (v) number of people residing in the unit; (vi) total gross household income of residents; (vii) documentation of source of household income; and (viii) the information required by Section 3.1.

Borrower shall include with the Annual Report, an income recertification for each household, documentation verifying tenant eligibility, and such additional information as City may reasonably request from time to time in order to demonstrate compliance with this Agreement. The Annual Report shall conform to the format requested by City; provided however, during such time that the Project is subject to a regulatory agreement restricting occupancy and/or rents pursuant to requirements imposed in connection with the use of state or federal low-income housing tax credits, Borrower may satisfy the requirements of this Section that pertain to tenant income certification and rents by providing City with a copy of compliance reports required in connection with such financing.

In addition to the information described above, the Annual Report shall include the following:
(i) A Project income and expense statement for the reporting period; (ii)
Proposed annual budget for the next fiscal year which sets forth Borrower’s estimate of operating income, operating expenses and debt service for the year, amounts payable to reserves and proposed rent adjustments;
(iii)
A report on management, maintenance and other issues anticipated to affect the current budget needs of the Project as well as the amount in the Project’s reserve accounts and

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13 the amount expected to be needed for major repairs or other needs during the new fiscal year; (iv) In
formation on the status of the waiting list for units, including the number of households on the list and the number of persons qualifying for each of the City’s selection preference categories on the list, and the number of applicants screened and denied on the waitlist; (
v) A financial audit of the books and records of the Project prepared in accordance with generally accepted auditing standards by an independent certified public accountant. City may require the audit to be accompanied by a supplemental report prepared in accordance with City’s requirements; and
(vi) City m
ay, from time to time request additional or different information, and Borrower shall promptly supply such information in the reports required hereunder.

3.3. M aintenance of Records.

3.3.1 B
orrower shall maintain all records regarding the construction of the Project for five (5) years after final payment and all other pending matters are closed. Borrower shall also maintain tenant leases, income certifications and other matters related to the leasing of the affordable units for a period of five (5) years after the final date of occupancy by the tenant.

3.3.2 R
ecords must be kept accurate and up-to-date. City shall notify Borrower of any records it deems insufficient. Borrower shall have thirty (30) calendar days from such notice to correct any specified deficiency in the records, or, if more than thirty (30) days shall be reasonably necessary to correct the deficiency, Borrower shall begin to correct the deficiency within thirty (30) days and diligently pursue the correction of the deficiency as soon as reasonably possible as determined by the City.

3.4 A ccess to Records; Inspections.

3.4.1 B
orrower shall provide City and its authorized agents and representatives access to any books, documents, papers and records of the Project for the purpose of making audits, examinations, excerpts and transcriptions.

3.4.2 W
ith 48-hours’ prior written notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to and the right to examine the Project and the Property and to interview tenants and employees of the Project, for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Agreement and the other City Documents.

4. Term of Agreement.

4.1 Term of Restrictions. This Agreement shall remain in effect until the fifty-five (55th) anniversary of recordation of this Agreement in the Official Records.

4.2 Ef fectiveness Succeeds Conveyance of Property and Repayment of Loan. This Agreement shall remain effective and fully binding for the full term hereof regardless of (i) any sale,

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14 assignment, transfer, or conveyance of the Project or Borrower’s fee interest in the Property, or any part thereof or interest therein, (ii) any payment, prepayment or extinguishment of the Loan, the Notes (iii) any reconveyance of the Deed of Trust.

4.3 R econveyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the term.

5. Binding Upon Successors; Covenants to Run with the Land. Borrower hereby subjects its interest in the Property and the Project to the covenants and restrictions set forth in this Agreement. The City and Borrower hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Borrower and City, regardless of any sale, assignment, conveyance or transfer of the Property, the Project or any part thereof or interest therein. Any successor-in-interest to Borrower, including without limitation any purchaser, transferee or lessee of the Property or the Project (other than the tenants of the individual dwelling units within the Project) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or o
ther instrument. If any such contract, deed, ground lease or other instrument has been executed prior to the date hereof, Borrower hereby covenants to obtain and deliver to City an instrument in recordable form signed by the parties to such contract, deed, ground lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound hereby. Borrower agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Property and the Project in favor of City.

Notwithstanding anything to the contrary contained herein, the terms of this Section 5 shall be subject to the terms of any subordination agreement entered into by City in accordance with the terms of Section 7 hereof.

6. Property Management; Repair and Maintenance; Marketing.

6.1 Management Responsibilities. Borrower shall be responsible for all management functions with respect to the Property and the Project, including without limitation the selection of tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility for management or maintenance of the Property or the Project. Borrower shall submit its written management policies with respect to the Project (the “Management Plan”) to the City for its review and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement. The Management Plan shall minimally include the following:
a) A parking management plan which details, among other things, how

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15 parking spaces will be allocated assigned, and how parking will be managed to encourage tenants, services providers and guests to use parking in accordance with the plan; b) Pr
ocedures for maintenance and management of the Project; c) Pr
ocedures for dealing with tenant or neighborhood issues or concerns; d) Pr
ocedures for maintaining a reserve account, budgeting for maintenance and repair needs as well as long-term rehabilitation needs, and handling net cash flow; and e) Su
ch other requirements and criteria/procedures as City may determine appropriate.

6.2 Management Entity and Replacement of Management Agent . City shall have the right to review and approve the qualifications of the management entity proposed by Borrower for the Project, and shall have the right to review and approve any agreement executed between Borrower and the management entity, which approval shall not be unreasonably withheld, conditioned or delayed. The contracting of management services to a management entity shall not relieve Borrower of its primary responsibility for proper performance of management duties.

City hereby approves Satellite Affordable Housing Associates Property Management, as the initial management entity for the Project. Any subsequent management entity shall be subject to City review and approval, which shall not be unreasonably withheld, conditioned or delayed. Upon City determination and delivery of written notice to Borrower that Borrower has failed to operate the Project in accordance with this Agreement, subject to any applicable cure period and the approval of the Project lenders and equity investors, City may require Borrower to contract with a qualified management agent selected by City and approved by the Project lender and equity investor, to operate the Project, or to make such other arrangements as City deems necessary to ensure performance of the required functions. An on-site property management representative is required to reside on the property. If the on-site property management representative is not also the assigned property management staff for the Project, then the representative shall still be available to address resident issues and to serve as the point of contact for City business and the public after regular business hours at the Property.

6.3 Repair, Maintenance and Security. Throughout the term of this Agreement, Borrower shall at its own expense, maintain the Property and the Project in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations.

Without limiting the foregoing, Borrower agrees to maintain the Project and the Property (including without limitation, the residential units, common areas, meeting rooms, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Borrower shall prevent and/or rectify any physical deterioration of the Property and the Project and shall make all repairs, renewals and replacements necessary to keep the Property and the improvements located thereon in good condition and repair. Borrower shall provide adequate security measures for the Project, including without limitation, the installation of

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16 adequate lighting and deadbolt locks.

Addi
tionally, Borrower agrees to participate in the City’s Crime Free Multi-Family Housing Program, which is designed to help Borrowers and managers of multi-family housing to prevent and reduce the incidence of crime occurring at multi-family housing properties. Borrower agrees Borrower or Borrower ’s property management designee(s) shall participate and become certified in the program, including ensuring implementation of the crime-free lease addendum for all tenants on the Property.

6.3.2 Additional Requirements. All construction work and professional services for the Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Livermore business license if required under local law. To the extent allowed by state and federal laws, Borrower shall limit the installation of satellite dish, antenna and other such equipment to screened locations on the Property as approved by the City. Borrower shall diligently work to resolve complaints related to noise, parking, litter or other neighborhood concerns.

6.4 City’s Right to Perform Maintenance. In the event that Borrower breaches any of the covenants contained in Section 6.3, and such default continues for a period of ten (10) days after written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by City in connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and shall be paid by Borrower to City upon demand.

All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 10% per annum or the highest rate permitted by applicable law.

6.5 Marketing and Tenant Selection Plan. Not later than ninety (90) days following commencement of construction work on the Project, Borrower shall submit for City review and approval, a plan for marketing and tenant selection for the Property (“Marketing and Tenant Selection Plan” or “Plan”). To the extent permitted by Applicable Laws, Borrower shall reasonably work with the City to incorporate the City’s applicant selection preferences for Livermore residents and Veterans into the Plan for units which do not receive HUD 202, State HCD’s No Place Like Home Funding, Alameda County A1 Bond or Livermore Housing Authority subsidies/funding. The Plan shall address in detail how Borrower plans to market the City Restricted Units to prospective Eligible Households in accordance with fair housing laws and this Agreement, Borrower’s tenant selection criteria, and how Borrower plans to certify the eligibility of Eligible Households. The Plan shall include the proposed management agreement and the form of rental agreement that Borrower proposes to enter into with Project tenants. Borrower shall abide by the terms of the Marketing and Tenant Selection Plan in marketing, managing, and maintaining the Property and the Project, and throughout the term of this Agreement, shall submit proposed modifications to City for review and approval.

In addition to the foregoing, the Marketing and Tenant Selection Plan shall address the following:

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17 (a) The actions to be taken by Borrower to affirmatively market units in compliance with fair housing laws and in compliance with City’s policies and procedures, including the policies described in Section [2.5] above; (b) Criteria for determining tenant eligibility, including certification of household income and size, age of household members or other qualifying criteria, and establishing reasonable occupancy standards (which shall not exceed standards established by state and federal fair housing laws and state housing and building codes), and procedures for screening prospective tenants, including obtaining credit reports, unlawful detainer reports, landlord references and criminal background investigations; (c) A
requirement that eligible tenants be selected based on order of application, selection preference, lottery or other reasonable method approved by City and incorporates a method of prioritizing and establishing a screening order for applications. (d) A
requirement that eligible applicants be notified of eligibility and, when possible, be provided an estimate regarding when a unit may be available; (e) A
requirement that ineligible applicants be notified of the reason for their ineligibility;
(f) Sp
ecific procedures through which applicants deemed to be ineligible may appeal this determination;
(g) M
aintenance of a waiting list of eligible applicants, including specific procedures for screening Project Based Section 8 eligible applicants in coordination with the Housing Authority of the City of Livermore;
(h) Specific procedures for obtaining documentation regarding prospective tenants’ incomes, as necessary, to certify that such income does not exceed income limits; (i) S
pecific procedures for certification and recertification of household incomes and procedures for handling over-income tenants; (j) A
requirement that a written rental agreement (subject to City approval) be executed with each eligible household selected to occupy a unit.

6.6 Lease Provisions.

No later than four (4) months prior to the date construction of the Project is projected to be complete, Borrower shall submit to the City Borrower’s proposed form of lease agreement for the City's review and approval. The form of lease must comply with all requirements of this Agreement, the other Loan Documents and must, among other matters:
1) Provide for termination of the lease and consent by the Tenant to immediate eviction for failure: (i) to provide any information required under this Agreement or reasonably

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18 requested by Borrower to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Project in accordance with the standards set forth in this Agreement, or (ii) to qualify as a 20%, 30%, 50%, or 60% AMI household, as applicable, as a result of any material misrepresentation made by such Tenant with respect to the income computation.
2) Be for an initial term of not less than one (1) year, unless by mutual agreement between the Tenant and Borrower, and provide for no increase in Rent during such year. After the initial year of tenancy, the lease may be month -to-month by mutual agreement of Borrower and the Tenant. Notwithstanding the above, any Rent increases shall be subject to the requirements of Section [2.3].
3) Include a provision which shall require a Tenant who is residing in a Restricted Unit made accessible pursuant to Section 5.11 of the Loan Agreement and who is not in need of an accessible unit to move to a non-accessible unit when a non-accessible unit becomes available and another Tenant or prospective Tenant is in need of an accessible unit. 4) Include any provisions necessary to comply with the requirements of the Violence Against Women Reauthorization Act of 2013 (Pub. L. 113 –4, 127 Stat. 54) applicable to HUD - funded programs.
5) Any termination of a lease or refusal to renew a lease for a Restricted Unit within the Development must be preceded by not less than sixty (60) days written notice to the Tenant by Borrower specifying the grounds for the action.
6) Include a detailed listing of reasonable rules of conduct and occupancy which shall be in writing, shall be consistent with federal and state law, and shall be provided to each tenant upon occupancy;
7) Include a requirement that there be no storage on balconies and patios and that tenants must keep all balconies, patios and other exterior areas neat, clean and clutter free, including no clotheslines or laundry.

6.7 Resident Services Plan and Budget.
a) No later than six (6) months prior to the projected date of the completion of the Project, Borrower shall submit to the City a plan for providing supportive services to the Tenants (the "Resident Services Plan") and a budget for providing those services (the "Resident Services Budget") for the initial year of operation of the Project. The Resident Services Plan must identify service provider(s) and staffing levels, and describe the services provided. The Resident Services Plan must include copies of contracts and/or memoranda of understanding for the provision of services by service providers, along with any annual compliance certifications. The Resident Services Budget must state the dollar value of the services, and the funding source(s) for the services (cash or in-kind).
b) Upon receipt by the City of the proposed Resident Services Plan and Resident Services Budget, the C ity shall promptly review the same and approve or disapprove it within fifteen (15) days, provided that such approval shall not be unreasonably denied. If the Resident

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19 Services Plan and/or Resident Services Budget are not approved by the C ity, the C ity shall set forth in writing and notify Borrower of the City's reasons for withholding such approval, which may include a request by the C ity for a change in the nature or scope of resident services or a change in service provider. Borrower shall, within fifteen (15) days thereafter, submit a revised Resident Services Plan and/or Resident Services Budget for City approval in accordance with this subsection. If the City does not approve the revised Resident Service Plan, Borrower shall be in Default hereunder.
c) Borrower shall thereafter submit to the C ity annual updates to the Resident Services Plan and Resident Services Budget by October 1st of each year of operation of the Development, identifying any changes made to the previously approved Resident Services Plan and Resident Services Budget. Any revisions to the Resident Services Plan and Resident Services Budget shall be subject to the C ity's review and approval and the process for timing and review of such revisions shall be subject to the process identifi ed in Section 6.7.

6.8 Approval of Amendments. If City has not responded to any submission of the Management and Tenant Selection Plan, the proposed management entity, the proposed management agreement, the Management Plan, the Resident Services Plan or Resident Service Budget or a proposed amendment or change to any of the foregoing within sixty (60) days following City’s receipt of such plan, proposal, agreement or amendment, the plan, proposal, agreement, or amendment shall be deemed approved by City.

6.9 Fe es, Taxes, and Other Levies. Borrower shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Property or the Project, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Borrower shall not be required to pay any such charge so long as (a) Borrower is contesting such charge in good faith and by appropriate proceedings, (b) Borrower maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Borrower immediately pays or discharges any decision or judgment rendered against it, together with all costs, charges and interest. The foregoing is not intended to impair Borrower’s ability to apply for any applicable exemption from property taxes or other assessments and fees.

6.10 Insurance Coverage. Throughout the term of this Agreement Borrower shall comply with the insurance requirements set forth in Exhibit B, and shall, at Borrower’s expense, maintain in full force and effect insurance coverage as specified in Exhibit B.

6.11 Property Damage or Destruction. If any part of the Project is damaged or destroyed, Borrower shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible.

During such time that lenders or low-income housing tax credit investors providing financing for the Project impose requirements that differ from the requirements of this Section the requirements of such lenders and investors shall prevail.

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20 7. Recordation; Subordination. This Agreement shall be recorded in the Official Records of Alameda County. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in the financing plan submitted to City for the Project, as such plan may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

8. Transfer and Encumbrance.

8.1 Re strictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the Loan Agreement or this Agreement, Borrower shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, or the improvements located on the Property, without the prior written consent of the City, which approval shall not be unreasonably withheld, conditioned or delayed.

In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement or the Loan Agreement, Borrower shall not undergo any significant change of Borrowership without the prior written approval of City. For purposes of this Agreement, a “significant change of Borrowership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present Borrowership and /or control of Borrower, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision.

8.2 P ermitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of temporary or permanent easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project and subject to the requirements of Article IX , or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the admission of limited partners and any transfer of limited partnership interests in accordance with Borrower’s agreement of limited partnership (the “Partnership Agreement”); (vi) the removal of Borrower’s general partner by the investor limited partner for a default under the Partnership Agreement, provided that the replacement general partner is an entity reasonably satisfactory to City or is the investor limited partner or an affiliate of the investor limited partner that will serve as general partner for an interim period of no more than 180 days; or (vii) granting of a purchase option or right of first refusal and the exercise thereof resulting in a the transfer of the project or the limited partner’s interest to a nonprofit entity that is tax -exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit entity that is tax- exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to City.

8.3 R equirements for Proposed Transfers. The City may, in the exercise of its sole but

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21 reasonable discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (v), and (vii) of Section 8.3, and solely with respect to removal of the general partner by the investor limited partner for a default under the Partnership Agreement, clause (vi) of Section 8.3, provided that the provisions of this Section 8.4 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (vi) of Section 8.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Borrower under this Agreement. (ii) The Borrower and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Borrower under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Borrower arising prior to the effecti ve date of the Transfer (unless Borrower expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Borrower’s obligations pursuant to all conditions and restrictions set forth in the City Documents.
(iv) Except in the case of partnership interest Transfers, the Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.
(v) The final form of the Partnership Agreement and any subsequent amendments that affect the City’s economic interests under this Agreement or the City Documents shall be subject to City’s review and approval. Amendments to the Partnership Agreement solel y to effectuate Permitted Transfers shall not require the City’s review and approval.

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22 8.4 E ffect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of the Property or the Project shall be deemed to relieve the Borrower or any other party from any obligation under this Agreement. It shall be an Event of Default hereunder entitling City to pursue remedies including without limitation, acceleration of the Loan and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Borrower assigns or Transfers this Agreement, the Improvements, or the Property in violation of Section 8. This Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 8.2. and solely with respect to the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, clause (vi) of Section 8.2, provided that the provisions of this Section 8.3 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (vi) of Section

Livermore City CouncilMarch 24, 2025

Livermore City Council
March 24, 2025