Agenda packet — Livermore City Council, March 24, 2025 (part 4 of 5)

Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
Capital Advance Mixed-
Finance Program
Use Agreement
For Section 202 of the Housing Act of 1959 or
Section 811 of the National Affordable Housing Act
U.S. Department of Housing
and Urban Development
Office of Housing
Federal Housing Commissioner
OMB Approval No. 2502-0470 (Exp. 08/31/2013)
Public reporting burden for this collection of information is estimated to average 1 hour per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Paperwork Reduction Project (2502-0470), Office of Information Technology, U.S. Department of Housing and Urban Development, Washington, D.C. 20410-3600. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB control number.

Do not send this form to the above address.

This information collection is necessary to ensure that viable projects are developed. It is important to obtain information from applicants to assist HUD in determining if nonprofit organizations initially funded continue to have the financial and administrative capacity needed to develop a project and that the project design meets the needs of the residents. The Department will use this information to determine if the projects meet statutory requirements, ensuring the continued marketability of the projects. This information is required in order to obtain benefits. This information is considered non-sensitive and no assurance of confidentiality is provided.

This Agreement made the 1st day of April, 2025, by and among the United States of America, Secretary of Housing and Urban Development (hereinafter called "HUD"), Pac Avenue, L.P., a limited partnership, organized and existing under and by virtue of the laws of the State of California (hereinafter called the "Owner"), and the City of Livermore, a municipal corporation, organized and existing under and by virtue of the laws of the State of California (hereinafter called the "City"), provides as follows:

Whereas, the Sponsor/Owner and HUD have entered into a Capital Advance Agreement or a Firm Commitment for Capital Advance Financing Upon Project Completion to assist in financing a rental housing project to house elderly persons or persons with disabilities, (hereinafter called "persons"), in accordance with Section 202 of the Housing Act of 1959 or Section 811 of the National Affordable Housing Act, and the applicable regulations;
Whereas, the City has leased the real property as described in Exhibit "A" attached hereto to the Owner pursuant to the terms of a long-term ground lease agreement; Whereas, HUD through the Capital Advance Agreement has provided funding for the Project identified as project number 121-EE240, financed with a Note and Deed of Trust, to be entered into by the Owner after completion of construction of the Project, and covering real property as described in Exhibit "A" attached hereto, which Deed of Trust will be recorded in the Recorder's Office of Alameda County; Whereas, HUD through a Firm Commitment for Capital Advance Financing Upon Project Completion for the Project identified as project number 121-EE240 and covering real property as described in Exhibit "A" attached hereto;
Whereas, the capital advance-assisted units are subject to a Regulatory Agreement, to be entered into by the parties after completion of construction of the Project, and to be recorded in the Recorder's Office of Alameda County; and

EXHIBIT G
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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
Whereas, pursuant to section 202 of the Housing Act of 1959 (elderly projects) or section 811 of the National Affordable Housing Act (disabled projects) and the corresponding regulations, in exchange for HUD's agreement to provide capital advance financing and project rental assistance payments, the Owner has agreed to continue to operate the assisted units only as rental housing for very-low income elderly or disabled persons for not less than fifty-five (55) years from April 1, 2025, unless otherwise approved by HUD; Now Therefore, in consideration of the mutual promises set forth herein and of other valuable consideration, the parties hereby agree as follows:

1. Definitions. All terms used in this Agreement
have the same meaning as set forth in the
definitions in 24 CFR Part 891.

2. Term. This Agreement shall remain in effect for
not less than 55 years from April 1, 2025, unless
otherwise approved by HUD.

3. Use Restriction. The assisted units shall be
used solely as rental housing for very-low
income elderly or disabled persons. If there is
any approved commercial use or non-assisted
units in the Project, rents from the assisted units
shall not be used to pay any expenses incurred
with respect to the commercial use or non-
assisted units.

4. Subordination. This Use Agreement is
subordinate to any low income housing tax
credit use agreement.

5. Maintenance of Affordability.
a. Upon expiration or termination of the Project
Rental Assistance Contract, the Owner, to the
extent practical, will maintain the assisted-units
as affordable to very-low-income tenants.
b. The Owner will accept any rental assistance
offered by HUD.
c. In the event that rental assistance is not
available for the assisted units, the very-low-
income tenants shall pay for rent 30 percent of
50 percent of Median Income for the area.

6. Transfer. HUD has been granted and is
possessed of an interest in the above described
assisted units such that the Owner shall remain
seized of the title to said property and refrain
from transferring, conveying, assigning, leasing,
mortgaging, pledging, or otherwise
encumbering or permitting or suffering any
transfer, conveyance, assignment, lease,
mortgage, pledge or other encumbrance of said
assisted units in the property or any part thereof
without the release of said covenants by HUD.

The Owner has constituted HUD as its attorney-
in-fact to transfer the assisted units to another
entity in the event of default under the Capital
Advance Agreement or the Regulatory
Agreement. The Owner may transfer the
assisted units during the term of this Agreement
only with the prior written approval of HUD,
and any such grantee shall assume the
obligations under this Agreement as a condition
of any transfer. In any event, this Agreement
shall be binding upon the Owner's successors
and assigns.

7. Release. The endorsement by a duly authorized
officer of HUD (1) upon any conveyance or
transfer made by the Owner of any real or
personal property which is determined to be
excess to the needs of the assisted units, or
(2) upon any instrument of conveyance or
dedication of property, or any interest therein,
for use as streets, alleys, or other public rights-
of-way, or for the establishment, operation and
maintenance of public utilities, or (3) upon any
instrument transferring or conveying an interest
therein, or (4) upon any instrument of release
made by the Owner of the assisted units shall
not be effective to release such property from
the restrictive covenants hereby created.

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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2

8. Reports. The Owner shall furnish the Secretary
with such reports concerning the financial
condition, operation and condition of the
assisted units as the Secretary may prescribe.

9. Enforcement. In the event of a breach or
threatened breach of any of the provisions of
this Agreement, any eligible tenant or applicant
for occupancy of the assisted units, or the
Secretary or his or her successors or delegates,
may institute proper legal action to enforce
performance of such provisions, to enjoin any
acts in violation of such provisions, to recover
whatever damages can be proven, and/or to
obtain whatever other relief may be appropriate.

10. Severability. The invalidity, in whole or in part,
of any of the provisions set forth above shall not
affect or invalidate any remaining provisions.

11. Impairment of Regulatory Agreement. The
terms and provisions of the Regulatory
Agreement shall continue in full force and effect
except as expressly modified herein. Conflicts
between this Agreement and the Regulatory
Agreement shall be resolved in favor of this
Agreement.

12. Execution of Other Agreements. The Owner
agrees that it has not and will not execute any
other agreement with provisions contradictory
of, or in opposition to, the provisions of this
Agreement, and that in any event, the provisions
of this Agreement are paramount and
controlling as to the rights and obligations set
forth and supersede any other conflicting
requirements.

13. Subsequent Statutory Amendments. If
revisions to the provisions of this Use
Agreement are necessitated by subsequent
statutory amendments, the Owner agrees to
execute modifications to this Use Agreement
that are needed to conform to the statutory
amendments. In the alternative, at HUD's
option, HUD may implement any such statutory
amendment through rulemaking by amending
24 C.F.R. Part 891.

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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
In Witness Whereof, the Owner, HUD, and the City, by their respective officers thereunto duly authorized, have caused these presents to be signed in their respective name and attested this 1st day of April 2025.

OWNER:

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,
its sole member and manager
By: ________________________
Eve Stewart
Senior Vice President of Real
Estate Development
[SIGNATURES MUST BE ACKNOWLEDGED]

EXHIBIT G
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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
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.

STATE OF CALIFORNIA )
)

COUNTY OF ALAMEDA )
On April ___, 2025, before me, ___________________________, Notary Public, personally appeared Eve Stewart, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
__________________________________________
Name: ____________________________________

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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
HUD:

THE UNITED STATES OF AMERICA,

ACTING BY AND THROUGH THE

SECRETARY OF HOUSING AND URBAN

DEVELOPMENT
By: __________________________________
Name: __________________________________
Its: Authorized Agent
[SIGNATURES MUST BE ACKNOWLEDGED]

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STATE OF CALIFORNIA )
)

COUNTY OF SAN FRANCISCO )
On April ___, 2025, before me, ___________________________, Notary Public, personally appeared ___________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
__________________________________________
Name: ____________________________________

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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2
CITY:

CITY OF LIVERMORE,
a municipal corporation
By: ____________________________________
Marianna A. Burch
City Manager
ATTEST:

By: ____________________________________

APPROVED AS TO FORM:
____________________________________
Deputy/Assistant/Senior Assistant/City Attorney
[SIGNATURES MUST BE ACKNOWLEDGED]

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STATE OF CALIFORNIA )
)

COUNTY OF ALAMEDA )
On April ___, 2025, before me, ___________________________, Notary Public, personally appeared Marianna A. Burch, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
__________________________________________
Name: ____________________________________

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Form HUD-90163.1-CA (02/2010)
921\33\3928061.2

EXHIBIT A

LEGAL DESCRIPTION
The land referred to is situated in the County of Alameda, City of Livermore, State of California, and is described as follows:

Parcel 2, of Parcel Map 10858, filed on November 27, 2024, in Book 360 of Parcel Maps, at Pages 87, 88, and 89.

APN: a portion of 099-0950-008-02.

EXHIBIT G
726

CITY COUNCIL STAFF REPORT
ITEM NO. 5.9

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Resolution amending the City of Livermore Salary Plan dated March 2025 in accordance with California Code of Regulations, Title 2, Section 570.5 to provide 5% salary increases for positions the City has had challenges with recruitment and retention

RECOMMENDED ACTION

Staff recommends adopting a resolution amending the City of Livermore Salary Plan dated March 2025 in accordance with California Code of Regulations, Title 2, Section 570.5.

SUMMARY
Staff recommends approving the following changes to the salary plan:
1 .

Amend the Salary Plan to incorporate a 5% increase to the classifications of Public Safety Dispatcher (Job Class 4300), Public Safety Dispatcher, Senior (Job Class 4301), Public Safety Dispatcher, Supervising (Job Class 4302), Crime & Intelligence Analyst (Job Class 4150), Water Resources Instrument Control Technician (Job Class 5100), Electrician (Job Class 5090), Water Resources Coordinator - Electrical and Instrumentation (Job Class 5171), Mechanic (Job Class 5070), and Mechanic, Senior (Job Class 5071).

DISCUSSION
The City is committed to maintaining a competitive position in the labor market to attract and retain top talent. The City has experienced recruitment and retention challenges with the positions listed below, which impacts the City's ability to effectively deliver services and meet organizational goals.

Public Safety Dispatcher (Job Class 4300)
Public Safety Dispatcher, Senior (Job Class 4301)
Public Safety Dispatcher, Supervising (Job Class 4302)
Crime & Intelligence Analyst (Job Class 4150)
Water Resources Instrument Control Technician (Job Class 5100) Electrician (Job Class 5090)
Water Resources Coordinator - Electrical and Instrumentation (Job Class 5171) 727
Mechanic (Job Class 5070)
Mechanic, Senior (Job Class 5071)

Based on a recent compensation study, these positions' total compensation is between 3.3% and 14.6% below comparable agencies. In addition, the City competes with the private sector for mechanics and electricians, that generally pay more than local government for these classifications. In response to these challenges, staff recommends these classifications receive a 5% increase to their base salaries. This decision is driven by the City's difficulty attracting qualified candidates particularly in a competitive labor market. The proposed increase will enhance the City's position in the market to both attract new talent and retain employees in these critical roles.

FISCAL AND ADMINISTRATIVE IMPACTS

The fiscal impact of these increases will be approximately $197,300 to the General Fund and $44,700 to the enterprise funds annually. There are sufficient funds in the budget to cover these costs.

COMMUNITY PILLAR

5: A City that Works

GOAL

8: Attract, develop, engage, and retain a diverse and highly skilled workforce across the organization.

ATTACHMENTS

1. Resolution

2. Exhibit A - Salary Plan effective March 2025

Prepared by: Kristen Hilton
Human Resource Manager

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
728
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AMENDING THE CITY OF LIVERMORE SALARY
PLAN DATED MARCH 2025, IN ACCORDANCE WITH CALIFORNIA
CODE OF REGULATIONS, TITLE 2, SECTION 570.5
The proposed City of Livermore Salary Plan, attached hereto as Exhibit A, is intended to make the following amendments:

1. Incorporate a 5% base salary adjustment to the following classifications o Public Safety Dispatcher (Job Class 4300)
o Public Safety Dispatcher, Senior (Job Class 4301)
o Public Safety Dispatcher, Supervising (Job Class 4302) o Crime & Intelligence Analyst (Job Class 4150)
o Water Resources Instrument Control Technician (Job Class 5100) o Electrician (Job Class 5090)
o Water Resources Coordinator - Electrical and Instrumentation (Job Class 5171)
o Mechanic (Job Class 5070)
o Mechanic, Senior (Job Class 5071)
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, in accordance with California Code of Regulations, Title 2, Section 570.5, it hereby approves the amended Salary Plan dated March 2025, attached hereto as Exhibit A.

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 – Salary Plan dated March 2025
729
Salary
Plan

March 2025

EXHIBIT A
730
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E
4001 ACCOUNT CLERK 68,953.04 72,252.74 75,707.19 79,334.37 83,142.92 5,746.09 6,021.06 6,308.93 6,611.20 6,928.58
1,326.02 1,389.48 1,455.91 1,525.66 1,598.90

33.1505 34.7369 36.3977 38.1415 39.9726
4000 ACCOUNT CLERK, JUNIOR 62,584.39 65,555.44 68,675.03 71,950.60 75,389.94 5,215.37 5,462.95 5,722.92 5,995.88 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.0887 31.5170 33.0168 34.5916 36.2452
4002 ACCOUNT CLERK, SENIOR 74,928.22 78,516.44 82,284.08 86,240.11 90,393.94 6,244.02 6,543.04 6,857.01 7,186.68 7,532.83
1,440.93 1,509.93 1,582.39 1,658.46 1,738.35

36.0232 37.7483 39.5597 41.4616 43.4586
4020 ACCOUNTANT, JUNIOR 89,325.06 93,672.37 98,237.06 103,029.98 108,062.56 7,443.76 7,806.03 8,186.42 8,585.83 9,005.21
1,717.79 1,801.39 1,889.17 1,981.35 2,078.13

42.9447 45.0348 47.2294 49.5336 51.9532
4010 ACCOUNTING TECHNICIAN 79,511.76 83,329.18 87,337.46 91,546.15 95,965.29 6,625.98 6,944.10 7,278.12 7,628.85 7,997.11
1,529.07 1,602.48 1,679.57 1,760.50 1,845.49

38.2268 40.0621 41.9892 44.0126 46.1372
4030 ADMINISTRATIVE 83,255.69 87,260.30 91,465.13 95,880.22 100,516.05 ASSISTANT 6,937.97 7,271.69 7,622.09 7,990.02 8,376.34
1,601.07 1,678.08 1,758.94 1,843.85 1,933.00

40.0268 41.9521 43.9736 46.0963 48.3250
4052 ADMINISTRATIVE CLERK I 62,584.43 65,555.48 68,675.08 71,950.64 75,389.99 5,215.37 5,462.96 5,722.92 5,995.89 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.0887 31.5171 33.0169 34.5917 36.2452
4051 ADMINISTRATIVE CLERK II 67,020.56 70,213.40 73,565.88 77,086.02 80,782.13 5,585.05 5,851.12 6,130.49 6,423.84 6,731.84
1,288.86 1,350.26 1,414.73 1,482.42 1,553.50

32.2214 33.7564 35.3682 37.0606 38.8376
4040 ADMINISTRATIVE 83,255.69 87,260.30 91,465.13 95,880.22 100,516.05 TECHNICIAN 6,937.97 7,271.69 7,622.09 7,990.02 8,376.34 1,601.07 1,678.08 1,758.94 1,843.85 1,933.00

40.0268 41.9521 43.9736 46.0963 48.3250
5000 AIRPORT SERVICE 72,950.62 76,439.99 80,103.81 83,950.82 87,990.18 ATTENDANT 6,079.22 6,370.00 6,675.32 6,995.90 7,332.52
1,402.90 1,470.00 1,540.46 1,614.44 1,692.12

35.0724 36.7500 38.5115 40.3610 42.3030
5001 AIRPORT SERVICE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 ATTENDANT SENIOR 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES

EXHIBIT A
731
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4060 ANIMAL CONTROL 82,607.70 86,579.91 90,750.72 95,130.07 99,728.39 OFFICER 6,883.98 7,214.99 7,562.56 7,927.51 8,310.70
1,588.61 1,665.00 1,745.21 1,829.42 1,917.85

39.7152 41.6250 43.6302 45.7356 47.9463
5010 ASSET MANAGEMENT 110,974.89 116,365.47 122,025.56 127,968.67 134,208.91 SPECIALIST 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08 2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4130 BUILDING INSPECTOR I 97,695.17 102,421.76 107,384.66 112,595.72 118,067.32 8,141.26 8,535.15 8,948.72 9,382.98 9,838.94
1,878.75 1,969.65 2,065.09 2,165.30 2,270.53

46.9688 49.2412 51.6272 54.1326 56.7631
4131 BUILDING INSPECTOR II 104,915.81 110,003.43 115,345.42 120,954.51 126,844.05 8,742.98 9,166.95 9,612.12 10,079.54 10,570.34
2,017.61 2,115.45 2,218.18 2,326.05 2,439.31

50.4403 52.8863 55.4545 58.1512 60.9827
4132 BUILDING INSPECTOR III 107,961.41 113,201.30 118,703.18 124,480.15 130,545.98 8,996.78 9,433.44 9,891.93 10,373.35 10,878.83
2,076.18 2,176.95 2,282.75 2,393.85 2,510.50

51.9045 54.4237 57.0688 59.8462 62.7625
4133 BUILDING INSPECTOR, 113,201.30 118,703.18 124,480.15 130,545.98 136,915.11 SENIOR 9,433.44 9,891.93 10,373.35 10,878.83 11,409.59
2,176.95 2,282.75 2,393.85 2,510.50 2,632.98

54.4237 57.0688 59.8462 62.7625 65.8246
4093 CIVIL ENGINEER, 116,342.66 122,001.62 127,943.50 134,182.51 140,733.47 ASSISTANT 9,695.22 10,166.80 10,661.96 11,181.88 11,727.79 2,237.36 2,346.19 2,460.45 2,580.43 2,706.41

55.9340 58.6546 61.5113 64.5108 67.6603
4100 CIVIL ENGINEER, 125,918.37 132,056.12 138,500.76 145,267.62 152,372.83 ASSOCIATE 10,493.20 11,004.68 11,541.73 12,105.64 12,697.74 2,421.51 2,539.54 2,663.48 2,793.61 2,930.25

60.5377 63.4885 66.5869 69.8402 73.2562
4091 CIVIL ENGINEER, JUNIOR 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48
1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.2496 51.6361 54.1418 56.7729 59.5355
4140 COMMUNITY 73,038.02 76,531.74 80,200.17 84,051.99 88,096.43 SERVICE SPECIALIST 6,086.50 6,377.65 6,683.35 7,004.33 7,341.37 1,404.58 1,471.76 1,542.31 1,616.38 1,694.16

35.1144 36.7941 38.5578 40.4096 42.3541
4141 COMMUNITY 76,209.50 79,980.13 83,939.31 88,096.43 92,461.41 SERVICE SPECIALIST II 6,350.79 6,665.01 6,994.94 7,341.37 7,705.12 1,465.57 1,538.08 1,614.22 1,694.16 1,778.10

36.6392 38.4520 40.3554 42.3541 44.4526

EXHIBIT A
732
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4150 CRIME & INTELLIGENCE 98,936.11 103,882.91 109,077.06 114,530.91 120,257.46 ANALYST* 8,244.68 8,656.91 9,089.75 9,544.24 10,021.45
1,902.62 1,997.75 2,097.64 2,202.52 2,312.64

47.5654 49.9437 52.4409 55.0629 57.8161
4152 CRIME & INTELLIGENCE 118,469.16 124,392.61 130,612.24 137,142.86 144,000.00 ANALYST, SUPERVISING 9,872.43 10,366.05 10,884.35 11,428.57 12,000.00 2,278.25 2,392.17 2,511.77 2,637.36 2,769.23

56.9563 59.8041 62.7944 65.9341 69.2308
4160 CRIME PREVENTION 78,744.53 82,523.58 86,491.57 90,657.97 95,032.69 SPECIALIST 6,562.04 6,876.97 7,207.63 7,554.83 7,919.39 1,514.32 1,586.99 1,663.30 1,743.42 1,827.55

37.8580 39.6748 41.5825 43.5856 45.6888
4170 CRISIS INTERVENTION 100,608.08 105,558.99 110,757.46 116,215.85 121,947.16 SPECIALIST 8,384.01 8,796.58 9,229.79 9,684.65 10,162.26 1,934.77 2,029.98 2,129.95 2,234.92 2,345.14

48.3693 50.7495 53.2488 55.8730 58.6284
4050 DIVISION CLERK 70,575.34 73,945.94 77,485.06 81,201.13 85,103.02 5,881.28 6,162.16 6,457.09 6,766.76 7,091.92
1,357.22 1,422.04 1,490.10 1,561.56 1,636.60

33.9305 35.5509 37.2524 39.0390 40.9149
4180 ECONOMIC DEVELOPMENT 91,264.84 95,669.92 100,295.25 105,151.83 110,251.23 SPECIALIST 7,605.40 7,972.49 8,357.94 8,762.65 9,187.60 1,755.09 1,839.81 1,928.75 2,022.15 2,120.22

43.8773 45.9952 48.2189 50.5538 53.0054
5090 ELECTRICIAN* 102,285.02 107,399.27 112,769.23 118,407.69 124,328.07 8,523.75 8,949.94 9,397.44 9,867.31 10,360.67
1,967.02 2,065.37 2,168.64 2,277.07 2,390.92

49.1755 51.6343 54.2160 56.9268 59.7731
4092 ENGINEER, ASSISTANT 110,974.88 116,365.46 122,025.55 127,968.66 134,208.90 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4090 ENGINEER, JUNIOR 97,711.83 102,439.27 107,403.04 112,615.01 118,087.59 8,142.65 8,536.61 8,950.25 9,384.58 9,840.63
1,879.07 1,969.99 2,065.44 2,165.67 2,270.92

46.9768 49.2497 51.6361 54.1418 56.7729
4080 ENGINEERING SPECIALIST 110,974.88 116,365.46 122,025.55 127,968.66 134,208.90 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4070 ENGINEERING 95,602.88 100,224.84 105,077.91 110,173.63 115,524.14 TECHNICIAN, ASSIST 7,966.91 8,352.07 8,756.49 9,181.14 9,627.01 1,838.52 1,927.40 2,020.73 2,118.72 2,221.62

45.9629 48.1850 50.5182 52.9681 55.5405

EXHIBIT A
733
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4071 ENGINEERING 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 TECHNICIAN, ASSOC 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48 1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.2496 51.6361 54.1418 56.7729 59.5355
4072 ENGINEERING 106,376.57 111,537.23 116,955.91 122,645.53 128,619.63 TECHNICIAN, SENIOR 8,864.71 9,294.77 9,746.33 10,220.46 10,718.30 2,045.70 2,144.95 2,249.15 2,358.57 2,473.45

51.1426 53.6237 56.2288 58.9642 61.8364
5030 FACILITIES MAINTENANCE 62,249.61 65,203.90 68,305.93 71,563.04 74,983.02 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.59
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3480 32.8394 34.4053 36.0495
5031 FACILITIES MAINTENANCE 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 WORKER I 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.4498 35.0462 36.7225 38.4826 40.3306
5032 FACILITIES MAINTENANCE 74,531.69 78,100.10 81,846.93 85,781.11 89,911.98 WORKER II 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.8325 37.5481 39.3495 41.2409 43.2269
5033 FACILITIES MAINTENANCE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 WORKER, SENIOR 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648
5034 FACILITIES MAINTENANCE 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 WORKER, SUPERVISING 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.2371 44.2729 46.4105 48.6549 51.0116
4190 FAMILY THERAPIST 96,171.95 100,822.38 105,705.32 110,832.40 116,215.85 8,014.33 8,401.87 8,808.78 9,236.03 9,684.65
1,849.46 1,938.89 2,032.79 2,131.39 2,234.92

46.2365 48.4723 50.8199 53.2848 55.8730
5040 FLEET SERVICES WORKER 62,249.65 65,203.96 68,305.98 71,563.09 74,983.07 5,187.47 5,433.66 5,692.17 5,963.59 6,248.59
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3481 32.8394 34.4053 36.0496
4200 GIS SPECIALIST 110,974.88 116,365.44 122,025.54 127,968.65 134,208.89 9,247.91 9,697.12 10,168.80 10,664.05 11,184.07
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
5050 GROUNDSKEEPER 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3480 32.8394 34.4053 36.0495

EXHIBIT A
734
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5051 GROUNDSKEEPER I 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.4498 35.0462 36.7225 38.4826 40.3306
5052 GROUNDSKEEPER II 74,531.69 78,100.11 81,846.93 85,781.11 89,911.98 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.8325 37.5481 39.3495 41.2409 43.2269
5053 GROUNDSKEEPER III 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24
1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648
5055 GROUNDSKEEPER, 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 SUPERVISING 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.2371 44.2729 46.4105 48.6549 51.0116
4210 INFORMATION 83,064.65 87,098.95 91,334.97 95,782.79 100,452.99 TECHNOLOGY TECHNICIAN 6,922.05 7,258.25 7,611.25 7,981.90 8,371.08 1,597.40 1,674.98 1,756.44 1,841.98 1,931.79

39.9349 41.8745 43.9110 46.0494 48.2947
4211 INFORMATION TECHNOLOGY 91,066.74 95,501.14 100,157.26 105,046.20 110,179.57 TECHNICIAN, SENIOR 7,588.90 7,958.43 8,346.44 8,753.85 9,181.63 1,751.28 1,836.56 1,926.10 2,020.12 2,118.84

43.7821 45.9140 48.1525 50.5030 52.9710
5054 LANDSCAPE MAINTENANCE 83,532.03 87,550.44 91,769.78 96,200.09 100,851.92 SPECIALIST 6,961.00 7,295.87 7,647.48 8,016.67 8,404.33 1,606.39 1,683.66 1,764.80 1,850.00 1,939.46

40.1596 42.0916 44.1201 46.2500 48.4865
4230 LIBRARIAN I 75,348.04 78,957.27 82,746.95 86,726.12 90,904.24 6,279.00 6,579.77 6,895.58 7,227.18 7,575.35
1,449.00 1,518.41 1,591.29 1,667.81 1,748.16

36.2250 37.9602 39.7822 41.6953 43.7040
4231 LIBRARIAN II 83,415.29 87,427.88 91,641.09 96,064.96 100,710.03 6,951.27 7,285.66 7,636.76 8,005.41 8,392.50
1,604.14 1,681.31 1,762.33 1,847.40 1,936.73

40.1035 42.0326 44.0582 46.1851 48.4183
4221 LIBRARY ASSISTANT 71,002.14 74,394.06 77,955.59 81,695.19 85,621.79 5,916.85 6,199.51 6,496.30 6,807.93 7,135.15
1,365.43 1,430.66 1,499.15 1,571.06 1,646.57

34.1356 35.7664 37.4787 39.2765 41.1643
4222 LIBRARY ASSISTANT, 79,511.76 83,329.18 87,337.46 91,546.15 95,965.29 SUPERVISING 6,625.98 6,944.10 7,278.12 7,628.85 7,997.11 1,529.07 1,602.48 1,679.57 1,760.50 1,845.49

38.2268 40.0621 41.9892 44.0126 46.1372

EXHIBIT A
735
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4220 LIBRARY CLERK 62,584.43 65,555.48 68,675.08 71,950.64 75,389.99 5,215.37 5,462.96 5,722.92 5,995.89 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.08867 31.51706 33.01687 34.59165 36.24519
5060 MAINTENANCE 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.92770 31.34803 32.83938 34.40530 36.04952
5061 MAINTENANCE 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 WORKER I 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.44977 35.04621 36.72247 38.48255 40.33063
5062 MAINTENANCE 74,531.69 78,100.10 81,846.93 85,781.11 89,911.98 WORKER II 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.83254 37.54813 39.34949 41.24092 43.22691
5063 MAINTENANCE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 WORKER III 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.59140 39.39493 41.28863 43.27701 45.36482
5070 MECHANIC* 89,865.38 94,358.65 99,076.58 104,030.41 109,231.93 7,488.78 7,863.22 8,256.38 8,669.20 9,102.66
1,728.18 1,814.59 1,905.32 2,000.58 2,100.61

43.20451 45.36473 47.63297 50.01462 52.51535
5071 MECHANIC SENIOR* 97,540.76 102,417.80 107,538.68 112,915.62 118,561.40 8,128.40 8,534.82 8,961.56 9,409.63 9,880.12
1,875.78 1,969.57 2,068.05 2,171.45 2,280.03

46.89459 49.23932 51.70129 54.28636 57.00067
4240 NEIGHBORHOOD 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 PRESERVATION OFFICER 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48 1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.24964 51.63607 54.14183 56.77288 59.53547
5020 PARTS AND INVENTORY 72,767.98 76,248.19 79,902.42 83,739.36 87,768.16 CONTROL WORKER 6,064.00 6,354.02 6,658.54 6,978.28 7,314.01 1,399.38 1,466.31 1,536.59 1,610.37 1,687.85

34.98461 36.65778 38.41463 40.25931 42.19623
4250 PERMIT TECHNICIAN 74,087.65 77,633.85 81,357.37 85,267.06 89,372.24 6,173.97 6,469.49 6,779.78 7,105.59 7,447.69
1,424.76 1,492.96 1,564.56 1,639.75 1,718.70

35.61906 37.32397 39.11412 40.99378 42.96742
4251 PERMIT TECHNICIAN II 79,052.31 82,846.74 86,830.91 91,014.27 95,406.80 6,587.69 6,903.90 7,235.91 7,584.52 7,950.57
1,520.24 1,593.21 1,669.83 1,750.27 1,834.75

38.00592 39.83016 41.74563 43.75686 45.86865

EXHIBIT A
736
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4260 PLAN CHECK ENGINEER 125,813.43 131,945.92 138,385.03 145,146.12 152,245.26 10,484.45 10,995.49 11,532.09 12,095.51 12,687.11
2,419.49 2,537.42 2,661.25 2,791.27 2,927.79

60.48723 63.43554 66.53126 69.78179 73.19484
4120 PLANNER, ASSISTANT 102,132.14 107,080.58 112,276.43 117,732.08 123,460.49 8,511.01 8,923.38 9,356.37 9,811.01 10,288.37
1,964.08 2,059.24 2,159.16 2,264.08 2,374.24

49.10199 51.48105 53.97905 56.60196 59.35600
4121 PLANNER, ASSOCIATE 117,732.08 123,460.49 129,475.34 135,790.93 142,422.30 9,811.01 10,288.37 10,789.61 11,315.91 11,868.53
2,264.08 2,374.24 2,489.91 2,611.36 2,738.89

56.60196 59.35600 62.24776 65.28410 68.47226
4122 PLANNER, SENIOR 123,460.52 129,475.36 135,790.95 142,422.32 149,385.26 10,288.38 10,789.61 11,315.91 11,868.53 12,448.77
2,374.24 2,489.91 2,611.36 2,738.89 2,872.79

59.35602 62.24777 65.28411 68.47227 71.81984
4270 POLICE CLERK 68,698.19 71,974.91 75,415.49 79,028.10 82,821.31 5,724.85 5,997.91 6,284.62 6,585.68 6,901.78
1,321.12 1,384.13 1,450.30 1,519.77 1,592.72

33.02798 34.60332 36.25745 37.99428 39.81794
4271 POLICE CLERK, 71,974.99 75,415.56 79,028.17 82,821.39 86,804.29 SENIOR 5,997.92 6,284.63 6,585.68 6,901.78 7,233.69
1,384.13 1,450.30 1,519.77 1,592.72 1,669.31

34.60336 36.25748 37.99431 39.81798 41.73283
4272 POLICE CLERK, 84,831.42 88,914.81 93,202.37 97,704.33 102,431.36 SUPERVISING 7,069.29 7,409.57 7,766.86 8,142.03 8,535.95 1,631.37 1,709.90 1,792.35 1,878.93 1,969.83

40.78434 42.74750 44.80883 46.97324 49.24585
4280 POLICE IDENTIFICATION 86,417.20 90,579.87 94,950.69 99,540.05 104,358.89 TECHNICIAN 7,201.43 7,548.32 7,912.56 8,295.00 8,696.57 1,661.87 1,741.92 1,825.97 1,914.23 2,006.90

41.54673 43.54801 45.64937 47.85579 50.17254
4290 PROPERTY AND EVIDENCE 73,038.02 76,531.74 80,200.17 84,051.99 88,096.43 SPECIALIST 6,086.50 6,377.65 6,683.35 7,004.33 7,341.37 1,404.58 1,471.76 1,542.31 1,616.38 1,694.16

35.11443 36.79411 38.55777 40.40961 42.35405
4291 PROPERTY AND EVIDENCE 82,452.76 86,417.22 90,579.89 94,950.72 99,540.07 SPECIALIST, SUPERVISING 6,871.06 7,201.44 7,548.32 7,912.56 8,295.01 1,585.63 1,661.87 1,741.92 1,825.98 1,914.23

39.64075 41.54674 43.54802 45.64938 47.85580
4300 PUBLIC SAFETY 88,484.06 92,908.26 97,553.68 102,431.36 107,552.93 DISPATCHER* 7,373.67 7,742.36 8,129.47 8,535.95 8,962.74 1,701.62 1,786.70 1,876.03 1,969.83 2,068.33

42.54041 44.66743 46.90081 49.24585 51.70814

EXHIBIT A
737
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4301 PUBLIC SAFETY 92,771.59 97,410.17 102,280.68 107,394.71 112,764.45 DISPATCHER, SENIOR* 7,730.97 8,117.51 8,523.39 8,949.56 9,397.04 1,784.07 1,873.27 1,966.94 2,065.28 2,168.55

44.60173 46.83181 49.17340 51.63207 54.21368
4302 PUBLIC SAFETY 102,057.71 107,160.59 112,518.62 118,144.55 124,051.78 DISPATCHER, SUPERVISING* 8,504.81 8,930.05 9,376.55 9,845.38 10,337.65 1,962.65 2,060.78 2,163.82 2,272.01 2,385.61

49.06621 51.51952 54.09549 56.80027 59.64028
4310 PURCHASING SPECIALIST, 89,044.61 93,457.00 98,090.01 102,954.67 108,062.56 SUPERVISING 7,420.38 7,788.08 8,174.17 8,579.56 9,005.21 1,712.40 1,797.25 1,886.35 1,979.90 2,078.13

42.80991 44.93125 47.15866 49.49744 51.95315
4320 RECYCLING SPECIALIST 91,264.83 95,669.90 100,295.23 105,151.81 110,251.20 7,605.40 7,972.49 8,357.94 8,762.65 9,187.60
1,755.09 1,839.81 1,928.75 2,022.15 2,120.22

43.87732 45.99514 48.21886 50.55375 53.00538
5081 TRAFFIC SIGNAL 75,385.36 78,996.46 82,788.10 86,769.34 90,949.62 TECHNICIAN TRAINEE 6,282.11 6,583.04 6,899.01 7,230.78 7,579.14 1,449.72 1,519.16 1,592.08 1,668.64 1,749.03

36.24296 37.97907 39.80197 41.71603 43.72578
5080 TRAFFIC SIGNAL 80,440.90 84,304.76 88,361.84 92,621.75 97,094.67 TECHNICIAN 6,703.41 7,025.40 7,363.49 7,718.48 8,091.22 1,546.94 1,621.25 1,699.27 1,781.19 1,867.21

38.67351 40.53113 42.48165 44.52969 46.68013
5082 TRAFFIC SIGNAL 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 TECHNICIAN, SENIOR 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.23706 44.27286 46.41046 48.65493 51.01163
4110 TRANSPORTATION 125,918.37 132,056.12 138,500.76 145,267.62 152,372.83 ENGINEER, ASSOCIATE 10,493.20 11,004.68 11,541.73 12,105.64 12,697.74 2,421.51 2,539.54 2,663.48 2,793.61 2,930.25

60.53768 63.48852 66.58690 69.84020 73.25617
5150 WASTEWATER COLLECTIONS 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 SYSTEMS TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58 1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.92770 31.34803 32.83938 34.40530 36.04952
5151 WASTEWATER COLLECTIONS 71,783.37 75,253.61 78,897.36 82,723.30 86,740.53 SYSTEMS WORKER I 5,981.95 6,271.13 6,574.78 6,893.61 7,228.38 1,380.45 1,447.18 1,517.26 1,590.83 1,668.09

34.51124 36.17962 37.93142 39.77082 41.70218
5152 WASTEWATER COLLECTIONS 78,713.37 82,530.10 86,537.68 90,745.63 95,163.99 SYSTEMS WORKER II 6,559.45 6,877.51 7,211.47 7,562.14 7,930.33 1,513.72 1,587.12 1,664.19 1,745.11 1,830.08

37.84297 39.67793 41.60465 43.62771 45.75192

EXHIBIT A
738
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5153 WASTEWATER COLLECTIONS 86,374.91 90,574.73 94,984.54 99,614.84 104,476.64 SYSTEMS WORKER III 7,197.91 7,547.89 7,915.38 8,301.24 8,706.39 1,661.06 1,741.82 1,826.63 1,915.67 2,009.17

41.52640 43.54554 45.66564 47.89175 50.22915
5160 WATER DISTRIBUTION 66,385.61 69,546.72 72,865.88 76,350.99 80,010.38 OPERATOR TRAINEE 5,532.13 5,795.56 6,072.16 6,362.58 6,667.53 1,276.65 1,337.44 1,401.27 1,468.29 1,538.66

31.91616 33.43592 35.03167 36.70721 38.46653
5161 WATER DISTRIBUTION 74,225.17 77,778.24 81,508.97 85,426.25 89,539.38 OPERATOR I 6,185.43 6,481.52 6,792.41 7,118.85 7,461.62 1,427.41 1,495.74 1,567.48 1,642.81 1,721.91

35.68518 37.39338 39.18700 41.07031 43.04778
5162 WATER DISTRIBUTION 84,884.40 88,970.45 93,260.79 97,765.65 102,495.75 OPERATOR II 7,073.70 7,414.20 7,771.73 8,147.14 8,541.31 1,632.39 1,710.97 1,793.48 1,880.11 1,971.07

40.80981 42.77425 44.83692 47.00272 49.27680
5163 WATER DISTRIBUTION 91,422.05 95,834.96 100,468.55 105,333.81 110,442.30 OPERATOR III 7,618.50 7,986.25 8,372.38 8,777.82 9,203.53 1,758.12 1,842.98 1,932.09 2,025.65 2,123.89

43.95291 46.07450 48.30219 50.64125 53.09726
5164 WATER DISTRIBUTION 95,834.98 100,468.57 105,333.83 110,442.32 115,806.28 SENIOR OPERATOR 7,986.25 8,372.38 8,777.82 9,203.53 9,650.52 1,842.98 1,932.09 2,025.65 2,123.89 2,227.04

46.07451 48.30220 50.64126 53.09727 55.67610
5165 WATER DISTRIBUTION 105,102.14 110,199.08 115,550.85 121,170.21 127,070.56 SUPERVISING OPERATOR 8,758.51 9,183.26 9,629.24 10,097.52 10,589.21 2,021.20 2,119.21 2,222.13 2,330.20 2,443.66

50.52988 52.98033 55.55329 58.25491 61.09162
5170 WATER RESOURCES 98,795.12 103,615.93 108,677.80 113,992.76 119,573.47 COORDINATOR 8,232.93 8,634.66 9,056.48 9,499.40 9,964.46 1,899.91 1,992.61 2,089.96 2,192.17 2,299.49

47.49765 49.81535 52.24894 54.80421 57.48725
5171 WATER RESOURCES 107,296.52 112,661.35 118,294.42 124,209.14 130,419.60 COORDINATOR - ELECTRICAL & 8,941.38 9,388.45 9,857.87 10,350.76 10,868.30 INSTRUMENTATION* 2,063.39 2,166.56 2,274.89 2,388.64 2,508.07

51.58487 54.16411 56.87232 59.71593 62.70173
5100 WR INSTRUMENT 97,644.71 102,526.95 107,653.30 113,035.97 118,687.77 CONTROL TECHNICIAN* 8,137.06 8,543.91 8,971.11 9,419.66 9,890.65 1,877.78 1,971.67 2,070.26 2,173.77 2,282.46

46.94457 49.29180 51.75639 54.34422 57.06143
5110 WR LABORATORY 89,300.98 93,647.10 98,210.53 103,002.12 108,033.30 TECHNICIAN 7,441.75 7,803.93 8,184.21 8,583.51 9,002.78 1,717.33 1,800.91 1,888.66 1,980.81 2,077.56

42.93316 45.02264 47.21660 49.52025 51.93909

EXHIBIT A
739
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5120 WR MECHANIC I 83,506.88 87,602.74 91,903.39 96,419.08 101,160.55 6,958.91 7,300.23 7,658.62 8,034.92 8,430.05
1,605.90 1,684.67 1,767.37 1,854.21 1,945.40

40.14754 42.11670 44.18432 46.35533 48.63488
5121 WR MECHANIC II 94,081.30 98,705.88 103,561.69 108,660.29 114,013.82 7,840.11 8,225.49 8,630.14 9,055.02 9,501.15
1,809.26 1,898.19 1,991.57 2,089.62 2,192.57

45.23139 47.45475 49.78927 52.24052 54.81434
5131 WR OPERATOR - GRADE I 84,329.71 88,388.00 92,649.24 97,123.51 101,821.50 7,027.48 7,365.67 7,720.77 8,093.63 8,485.13
1,621.73 1,699.77 1,781.72 1,867.76 1,958.11

40.54313 42.49423 44.54290 46.69400 48.95264
5132 WR OPERATOR - GRADE II 88,377.12 92,637.79 97,111.51 101,808.90 106,741.17 7,364.76 7,719.82 8,092.63 8,484.08 8,895.10
1,699.56 1,781.50 1,867.53 1,957.86 2,052.71

42.48900 44.53740 46.68823 48.94659 51.31787
5133 WR OPERATOR - GRADE III 95,313.48 99,920.98 104,758.85 109,838.61 115,172.36 7,942.79 8,326.75 8,729.90 9,153.22 9,597.70
1,832.95 1,921.56 2,014.59 2,112.28 2,214.85

45.82379 48.03893 50.36483 52.80702 55.37133
5130 WR OPERATOR - TRAINEE 71,397.02 74,808.69 78,390.95 82,152.33 86,101.77 5,949.75 6,234.06 6,532.58 6,846.03 7,175.15
1,373.02 1,438.63 1,507.52 1,579.85 1,655.80

34.32549 35.96572 37.68796 39.49631 41.39508
5134 WR SENIOR OPERATOR 99,935.20 104,773.79 109,854.29 115,188.83 120,790.10 8,327.93 8,731.15 9,154.52 9,599.07 10,065.84
1,921.83 2,014.88 2,112.58 2,215.17 2,322.89

48.04577 50.37201 52.81456 55.37925 58.07216
5141 WR SOURCE CONTROL 93,784.92 98,355.24 103,154.07 108,192.83 113,483.55 INSPECTOR 7,815.41 8,196.27 8,596.17 9,016.07 9,456.96
1,803.56 1,891.45 1,983.73 2,080.63 2,182.38

45.08890 47.28617 49.59330 52.01578 54.55940
5140 WR SOURCE CONTROL 88,348.71 92,607.98 97,080.20 101,776.02 106,706.64 TECHNICIAN 7,362.39 7,717.33 8,090.02 8,481.34 8,892.22 1,699.01 1,780.92 1,866.93 1,957.23 2,052.05

42.47534 44.52307 46.67317 48.93078 51.30127
5135 WR SUPERVISING 109,605.26 114,927.33 120,515.52 126,383.12 132,544.09 OPERATOR 9,133.77 9,577.28 10,042.96 10,531.93 11,045.34 2,107.79 2,210.14 2,317.61 2,430.44 2,548.92

52.69484 55.25352 57.94015 60.76112 63.72312
4330 YOUTH SERVICES CASE 87,919.94 92,157.75 96,607.48 101,279.67 106,185.48 COORDINATOR 7,326.66 7,679.81 8,050.62 8,439.97 8,848.79 1,690.77 1,772.26 1,857.84 1,947.69 2,042.03

42.26920 44.30661 46.44590 48.69215 51.05071
*Salaries Updated March 24, 2025

EXHIBIT A
740
CLASS SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E
3110 POLICE OFFICER 115,358.76 121,126.70 127,183.04 133,542.19 140,219.30 9,613.23 10,
093.89 10,598.59 11,128.52 11,684.94
2218.44 2329.36 2445.83 2568.12 2696.53

55.46094 58.23399 61.14569 64.20298 67.41313
3100 POLICE SERGEANT 143,541.70 150,718.78 158,254.72 166,167.46 174,475.83 11,961.81 12,559.90 13,187.89 13,847.29 14,539.65
2760.42 2898.44 3043.36 3195.53 3355.30

69.01043 72.46095 76.08400 79.88820 83.88261
3120 POLICE TRAINEE 40.40550 - - - -
(Non-Sworn)

CITY OF LIVERMORE

POLICE OFFICER'S ASSOCIATION
EFFECTIVE 05/06/2024

2. LPOA May 6, 2024
4/25/2024 Page 1 of 1

EXHIBIT A
741
Class
Code Classification Monthly Salary Range
$14,447.70 - $18,059.62
2030 Assistant Community Development Director
2045 Assistant Public Works Director
2060 City Engineer
$13,440.01 - $16,800.01
2025 Assistant City Engineer
2050 Building Official
2090 Finance Manager
2125 Maintenance and Golf Operations Manager
2145 Planning Manager
2220 Water Resources Division Manager
$12,776.71 - $15,970.89
2005 Airport Manager
2095 Housing & Human Services Manager
$12,643.58 - $15,804.48
2200 Senior Transportation Engineer
$12,132.52 - $15,165.65
2140 Permit Center Manager
$12,108.13 - $15,135.16
2190 Senior Civil Engineer
$11,963.50 - $14,954.37
2070 IT Operations Manager
2115 Information Technology Manager
$11,615.05 - $14,518.81
2055 City Clerk
2100 Housing Programs Manager
2105 Human Services Programs Manager
2165 Police Support Services Manager
2170 Principal Planner
2231 Water Resources Technical Programs Manager P.E.**
2240 Youth and Family Services Manager - Clinical
$10,966.23 - $13,707.79
2035 Assistant Finance Manager
2040 Assistant Library Director
2085 Economic Development Manager
2120 Inspection & Neighborhood Preservation Manager
2225 Water Resources Operations Manager
2230 Water Resources Technical Programs Manager
2245 Youth and Family Services Manager - Programs

CITY OF LIVERMORE

MANAGEMENT SALARY SCHEDULE
$7,900 - $18,060/month
Effective July 1, 2024

EXHIBIT A
742
Class
Code Classification Monthly Salary Range

CITY OF LIVERMORE

MANAGEMENT SALARY SCHEDULE
$7,900 - $18,060/month
Effective July 1, 2024
$10,424.41 - $13,030.51
2000 Accounting Supervisor
2110 Information Technology Coordinator
2195 Management Analyst, Senior
2175 Public Works Manager
2210 Network Engineer*
2215 Water Distribution Operations Manager
$10,313.76 - $12,892.20
2065 Construction Inspection Manager
$10,266.69 - $12,833.36
2150 Police Business Services Manager
2155 Police Facility & Equipment Manager
$9,742.94 - $12,178.68
2020 Assistant City Clerk
2135 Management Analyst II
2160 Police Media & Community Relations Analyst
2180 Public Works Supervisor
$7,923.28 - $9,904.10
2080 Deputy City Clerk
2130 Management Analyst I
2205 Supervising Librarian
2235 Water Resources Communications Representative
*Position Retitled from Systems Administrator
**Position Added - WR Technicial Programs Manager PE effective December 9, 2024

EXHIBIT A
743

CITY OF LIVERMORE

POLICE MANAGEMENT SALARY SCHEDULE
$14,860 - $23,050/month
Effective July 1, 2024
Class
Code Classification Salary Range
3000 Police Captain $18,433.26 - $23,041.57
3010 Police Lieutenant $14,863.78 - $18,579.73

EXHIBIT A
744
Class
Code Classification
2405 Assistant Administrative Services Director (Conf)* $14,447.70 - $18,059.62 2440 Assistant City Attorney, Senior (Confidential) $15,576.62 - $19,470.78 2442 Assistant City Attorney (Confidential)* $14,447.70 - $18,059.62 2400 Assistant to the City Manager (Confidential) $12,776.71 - $15,970.89 2444 Deputy City Attorney (Confidential)* $10,266.69 - $12,833.36 2420 Human Resources Manager (Confidential) $13,440.01 - $16,800.01 2450 Human Resources Analyst, Senior (Conf) $10,424.41 - $13,030.51 2411 Human Resources Analyst II (Confidential) $9,742.94 - $12,178.68 2410 Human Resources Analyst I (Confidential) $7,923.28 - $9,904.10 2460 Management Analyst, Senior (Confidential) $10,424.41 - $13,030.51 2431 Management Analyst II (Confidential) $9,742.94 - $12,178.68 2430 Management Analyst I (Confidential) $7,923.28 - $9,904.10 2465 Risk Manager (Confidential) $11,767.27 - $14,709.09 *Moved to Management Confidential effective October 7, 2024

CITY OF LIVERMORE
Monthly Salary Range
Effective July 1, 2024
$7,920 - $19,500/month

MANAGEMENT CONFIDENTIAL SALARY SCHEDULE

EXHIBIT A
745
Class
Code Classifications
2600 Administrative Receptionist $5,248.02 - $6,560.02
2610 Administrative Specialist I $6,074.42 - $7,593.03
2611 Administrative Specialist II $6,831.78 - $8,539.72 2620 Executive Assistant $8,745.71 - $10,932.14
2630 Human Resources Clerk I $6,074.42 - $7,593.03
2631 Human Resources Clerk II $6,682.54 - $8,353.18
2640 Human Resources Technician $7,332.50 - $9,165.63
2650 Law Office Supervisor $8,745.71 - $10,932.14
2660 Legal Assistant $7,262.82 - $9,078.52
Monthly Salary Range

CITY OF LIVERMORE

CONFIDENTIAL SALARY SCHEDULE
$5,240 - $10,940/month
Effective July 1, 2024

EXHIBIT A
746
Class
Code Classification Monthly Salary Range
1215 Administrative Services Director $16,846.32 - $21,057.90 1200 Assistant City Manager $18,172.50 - $22,715.62
1220 Community Development Director $16,846.32 - $21,057.90 1205 Deputy City Manager $14,447.69 - $18,059.62
1210 Deputy City Manager/City Clerk $14,447.69 - $18,059.62 1225 Innovation & Economic Development Dir $16,846.32 - $21,057.90 1230 Library Services Director $16,846.32 - $21,057.90
1235 Police Chief* $20,841.11 - $26,051.39
1240 Public Works Director $16,846.32 - $21,057.90
*2.5% Salary Adjustment effective 07/01/2024

CITY OF LIVERMORE

EXECUTIVE MANAGEMENT SALARY SCHEDULE
$16,846 - $26,052/month
Effective November 18, 2024

EXHIBIT A
747

CITY OF LIVERMORE

APPOINTED MANAGEMENT
Class
Code Classification Annual Salary Effective
1000 City Manager $370,656 11/18/2024

1100 City Attorney $315,269 11/18/2024

EXHIBIT A
748

CITY OF LIVERMORE

UNCLASSIFIED AND HOURLY SALARY SCHEDULE
Class
Code Classification Hourly Salary Range Effective Date 8200 Department Assistant $16.50 - $30.00 12/30/24
8205 Field/Maintenance Aide $16.50 - $30.00 12/30/24
8210 Law Clerk $16.50 - $26.00 12/30/24
8230 Temporary Librarian $22.00 - $32.00 01/01/24
8235 Temporary Library Assistant $20.00 - $30.00 01/01/24 8240 Temporary Library Clerk $18.00 - $28.00 01/01/24
8215 Library Aide $16.50 - $20.00 12/30/24
8220 Police Cadet $16.50 - $26.00 12/30/24
8225 Special Projects Coordinator $20.00 - $100.00 12/20/21

EXHIBIT A
749

CITY COUNCIL STAFF REPORT
ITEM NO. 6.1

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Hearing to consider the 2024 Housing Element Annual Progress Report, which tracks the City’s progress towards implementing the Housing Element of the General Plan and meeting its Regional Housing Needs Allocation (RHNA), pursuant to Government Code Section 65400.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution accepting the 2024 General Plan Housing Element Annual Progress Report.

SUMMARY
The City has completed its second year implementing the 2023-2031 General Plan Housing Element.

The Annual Progress Report describes the City’s progress meeting its Regional Housing Needs Allocation (RHNA) and implementing the programs in the Housing Element. In 2024, Livermore made progress towards its RHNA targets, issuing building permits for very low, low, moderate and above moderate-income units. The City continues to implement housing programs and secure funding to increase housing opportunities for community members across the lower income levels.

Government Code Section 65400 requires the City to submit the Annual Progress Report to both the State Housing and Community Development Department and the Governor’s Office of Planning and Research by April 1, 2025. Government Code Section 65400 also requires the City Council consider the report and allow for public comment. If the City Council accepts the report, staff will file it with the State prior to the April 1, 2025 deadline.

DISCUSSION
Background

In March 2010, the California Department of Housing and Community Development (HCD) adopted Housing Element regulations that require cities and counties to complete annual reports on Housing Element progress. Since 2010, the State has passed extensive housing legislation due to concerns 750
about the lack of housing production and housing affordability. Included in that legislation are expanded reporting requirements for Annual Progress Reports (APRs). APRs require local jurisdictions to report the following information:

Building permits issued for housing units by income level to show progress meeting RHNA targets.

Progress implementing Housing Element programs to maintain, improve, and develop housing opportunities for all income levels.

Housing development applications submitted.

Housing units receiving a planning entitlement.

Housing units receiving a certificate of occupancy or other form of readiness (such as a final building permit inspection).

Housing units proposed, approved, or constructed pursuant to the streamlining provisions in Senate Bill 6, Senate Bill 432, or Assembly Bill 2011.

Housing units constructed, and lot splits approved pursuant to Senate Bill 9.

Housing units constructed in conjunction with a commercial development bonus pursuant to Government Code Section 65915.7.

Sites identified or rezoned to accommodate shortfall housing need and No Net-Loss Law.

Housing units rehabilitated, preserved, or acquired for alternative adequate sites.

Above moderate-income units converted to moderate income units.

List of locally owned lands included in the Housing Element Sites Inventory that have been sold, leased, or otherwise disposed of.

List of sites identified as surplus publicly owned land.

Student housing units approved for lower income students for which a density bonus was granted.

Disclosure of local tenant preference policy, if established.

Status of projects that received Local Early Action Planning (LEAP) funding.

In addition to being required by State law, compliance with the filing requirement is a criterion of eligibility for several regional and State grants. For example, the One Bay Area Grant (OBAG) competitive grant program administered by the Alameda County Transportation Commission using regional funds requires on-time filing of the APR (by April 1) for eligibility. In the past, the City has received other grants from HCD for first-time homebuyer assistance (Cal Home), affordable housing development (Local Housing Trust), and other park and public amenity projects predicated on timely submittal of the APR. Filing the APR will sustain the City’s eligibility for these grant programs and others in the future.

City Council is required to review and accept the APR before staff files it with the State Housing and Community Development Department and the Governor’s Office of Planning and Research by the April 1 deadline. The 2024 APR is included as Exhibit A to the Resolution and includes tables that show all the required information listed above, as applicable, consistent with State legislation.

Regional Housing Needs Allocation

The Regional Housing Needs Allocation (RHNA) refers to the fair share of regional housing that the City needs to accommodate during the Housing Element planning period. The City is not required to construct housing to meet the RHNA. Rather, Housing Element legislation requires cities to demonstrate the availability of land with zoning appropriate to accommodate future additional residential units. In addition to a residential land inventory, the Housing Element also includes programs to develop, preserve, and improve the housing stock.

The City’s RHNA for the 2023-2031 Housing Element cycle is 4,570 dwelling units, distributed among 751
four income categories (1,317 very low, 758 low, 696 moderate, and 1,799 above moderate). The City's RHNA also includes extremely low-income units, assumed to be half of the very low-income unit allocation. The affordable housing income limits that define above moderate, moderate, low, very low, and extremely low-income are established for each county and adopted annually by Council resolution (Attachment 1).

Consistent with the RHNA for most Bay Area cities, Livermore’s overall housing need is greatest in the very low-income (29 percent of RHNA) and above moderate-income (39 percent of RHNA) categories of the RHNA. Livermore’s RHNA also reflects a need for workforce and senior housing in the low- and moderate- income categories, which represents 17 percent and 15 percent of the RHNA, respectively.

Building Affordable Housing in Livermore

State Housing Element Law allows jurisdictions to use density as a proxy for affordability when demonstrating the availability of residentially zoned land for low-income RHNA categories; however, HCD issued guidance starting with the 2017 APR noting that affordability of built units may not rely on density and must be based on actual sales/rental prices. As such, higher density product types no longer qualify as affordable based on density alone.

The City’s inclusionary housing ordinance requires new residential projects to include affordable units by contract (i.e., deed-restricted) with the city as follows:

General Plan Areas
(“General Plan Areas” means everywhere in the city, except the Downtown Specific Plan area and the Isabel Neighborhood Specific Plan area):

For-sale units: 15 percent of all for-sale housing units built in the city must be affordable to low and moderate-income households. Of the 15 percent, a minimum of 7.5 percent of the units must be for low-income households.

Rental units: 15 percent of all rental housing units built in the city must be affordable to very low and low-income households. Of the 15 percent, a minimum of 7.5 percent of the units must be for very-low-income households.

Downtown Specific Plan Area:

For-sale units and rental units: At least 10 percent of the dwelling units in each project shall be affordable housing that is either reserved for sale to low-income households or reserved for rental to low-income households.

Isabel Neighborhood Specific Plan Area:

For-sale units: A total of 15 percent of all for-sale residential developments must be sold to low- and moderate-income households. Of the total number of dwelling units (15%) set aside, at least

7.5 percent shall be reserved for sale to low-income households and at least 7.5 percent for moderate-income households. Whenever the inclusionary requirement results in an odd number of units, the majority of units shall be provided as low-income.

Rental units: A total of 20 percent of all rental residential developments must be designated or reserved for rent to very low, low, median, and moderate-income households. Of the total number of rental dwelling units (20%) set aside, at least 6 percent shall be reserved for rental to very-low- income households, 7 percent shall be reserved for rental to low-income households, 4 percent shall be reserved for rental to median-income households, and 3 percent shall be reserved for rental to moderate-income households. Whenever the inclusionary requirements result in a 752
fractional unit(s), the fractional unit(s) shall be combined to the nearest whole number and provided as very low-income units.

Inclusionary units are required to be the same quality as market rate units and evenly distributed throughout each residential project.

The City Council can approve alternative means of meeting the inclusionary housing requirements above (e.g., in-lieu fees, donation of land, etc.). The City uses in-lieu fees for the construction of affordable housing, such as the Vineyard 2.0 and Avance projects.

Due to high sales and rental costs,
many
low
and very low- income units produced in the city require a subsidy, especially 100% affordable projects
.

The City does not have sufficient affordable housing funds to subsidize enough units to reach the RHNA goals in these categories. Therefore, the inclusionary housing requirement on market-rate development is critical to meeting the city’s affordable housing targets, especially in the low-income category.

State and local policies aside, attached unit types tend to cost less than single-family detached units and are more attainable to first-time homebuyers and other households with less ability to afford large down payments. Rental units and accessory dwelling units offer options for households that cannot afford to buy. These housing types are important for diversifying housing choices in Livermore.

2024 Housing Building Permit Activity

Attachment 2 includes summary tables from the Annual Progress Report showing that the City issued building permits for 364 units in 2024. This is significantly higher than the building permit activity from the previous two years, reflecting the shift in market conditions, gradual economic recovery since the global pandemic, and the City’s supportive policy initiatives to facilitate housing production and streamline the permitting process. The majority of the building permits issued in 2024 were for multi-family housing units in the Isabel Neighborhood Specific Plan area (approximately 90 percent), with accessory dwelling units accounting for approximately 9 percent and single-family units accounting for 1 percent of the remaining total.

Staff anticipates residential building permit activity will continue to increase over the next several years, driven by the construction of larger-scale residential projects implementing the Arroyo Vista Neighborhood Plan and the Isabel Neighborhood Specific Plan, as well as smaller-scale residential projects like Garaventa Hills. This is reflected in the 2024 entitlement activity, which includes the approval of projects totaling over 1,600 residential units of varying densities and affordability levels, and over 300 additional units proposed in project applications currently under entitlement review.

Progress Meeting RHNA for the 2023-2031 Cycle

Table B of the Annual Progress Report (Attachment 3) shows the City's progress towards meeting its RHNA numbers in 2024, which is the second year of the planning period for the sixth RHNA cycle in 2023-2031. RHNA progress is determined through building permits issued by income level. The City made progress towards its RHNA targets, issuing building permits for units in the very low, low, moderate, and above moderate-income categories. However, the City did not issue any building permits for units that qualified as extremely low-income units and therefore did not contribute toward the allocated target in that category.

753
There are significant challenges associated with building extremely low, very low, and low-income units due to the high costs of land, construction, and labor, which often exceed the revenue generated from lower rent and for-sale prices. Consequently, substantial subsidies are required to bridge this financial gap, making it difficult for developers to undertake such projects without adequate government support and incentives. This issue is not unique to Livermore; it is a challenge statewide. The City continues to implement the inclusionary housing ordinance requirements and encourage partnerships between supportive housing providers and private developers to create affordable housing opportunities and make progress addressing the ongoing need for such units.

Progress Implementing Housing Programs

In addition to planning for and entitling housing at a range of densities and affordability levels, the City implements a variety of housing programs to address affordability challenges in Livermore. Table D of the Annual Progress Report lists the goals, policies, and programs in the Housing Element and the status towards implementing and completing these programs (Attachment 5 – Exhibit A). Many of the Housing Element programs outlined in Attachment 5, Table D are ongoing as the updated Housing Element was adopted in early 2023. Below are some accomplishments that highlight implementation of the City’s 2023-2031 Housing Element in 2024:

As part of the ongoing efforts to prepare the comprehensive General Plan Update, the City Council
approved the preferred land use scenario in June 2024, serving as the foundation for the draft General Plan land use map. This scenario includes proposed land use designation changes aimed at providing a diverse range of housing types and various densities and was prepared based on extensive public outreach and active oversight from the General Plan Advisory Committee (GPAC). The Planning Commission reviewed the Draft Preferred Land Use Map in December of 2024 and staff presented it to the City Council for consideration in February 2025.

Continued progress was made on the Development Code Update, which was last comprehensively updated in 2010. The Development Code Update will include a new Housing Chapter to codify requirements and procedures for implementing new State housing laws, provide Objective Design Standards, and streamline review authority to further facilitate development for a variety of housing types, densities, and income levels. The Housing Chapter of the Development Code Update is expected to be completed and considered for approval by City Council in late summer 2025.

In 2024, the City executed a Low-Income Housing Agreement with DeNova Homes for one residential project, known as Triad East (Amarone), securing 34 for-sale affordable units for median and moderate-income buyers in the future. The City also negotiated and entered into a Development Agreement with the developer of the Isabel Crossing project which will provide 1,299 new residential units, with 28 percent, or 363 units, being restricted as affordable at very low to moderate income levels.

In February 2024, the City applied for the second round of the Family Homelessness Challenge Grant from State Housing and Community Development (HCD) and was awarded an additional $289,770, bringing the total funding to $890,000. These funds will support the Leahy Square project, which aims to assist homeless or at-risk families within the Livermore Valley Unified School District with Intensive Case Management Services, job trainings, and emergency rental assistance. The City holds quarterly meetings with the Livermore Housing Authority, the Livermore Valley Unified School District, and non-profit providers on an ongoing basis to develop and continue the program and expand services provided to the unhoused families.

The City applied for Permanent Local Housing Allocation (PLHA) funding from HCD in June 2024. 754
In December 2024, the City was awarded $1,068,089 for 2019-2022 funds and executed a Standard Agreement with the State to support projects focused on addressing homelessness, rapid rehousing, shelter operations, and housing navigation.

In continued efforts to proactively connect unhoused individuals to resources, the City assisted with the following: opening of the Vineyard Resource Center in January 2024, which provided the following services: Community Meals: 110,435 meals provided for 1,091 individuals; Laundry:
2,962 loads of laundry for 329 individuals; Showers: 6,335 showers for 434 individuals; Open Heart Refuge: 6,775 shelter stays for 172 unhoused individuals; Bus Passes: 1,153 for 186 individuals. In addition, City Serve of the Tri-Valley offered case management and supportive services to 2,741 Livermore residents. Lastly, Block By Block provided 424 general homeless referrals to connect people to case management and shelter services.

In 2024, the City distributed 1,555 24-hour bus passes to non-profits, Livermore Valley Joint Unified School District, and Livermore Police Department's Homeless Liaison Officers. In addition to bus passes, CityServe of the Tri-Valley announced the award of a multi-year grant from the Alameda Transportation Commission, totaling $1,000,000, to expand its transportation program.

This funding will support the launch of RideCare, a new initiative aimed at providing reliable transportation services for local older adults and individuals 18+ with disabilities. RideCare will connect Tri-Valley volunteer drivers with those in need of transportation, coordinating rides to medical appointments, grocery runs, and other planned and group trips throughout the Tri-Valley.

This expanded service addresses a significant gap in transportation options, ensuring all older adults and individuals with disabilities have access to essential services.

ENVIRONMENTAL DETERMINATION

Acceptance of the 2024 Annual Progress Report is an administrative action that does not involve a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment; therefore, it does not meet the criteria for a "project" as defined by the California Environmental Quality Act (CEQA) Guidelines Section 15378. No environmental review is required.

FISCAL AND ADMINISTRATIVE IMPACTS

There are no direct fiscal impacts resulting from preparation of the 2024 Annual Progress Report, other than staff time to research and prepare the detailed requirements of the APR. City Council acceptance of the report and staff submittal of the report to the State will retain the City’s eligibility for competitive grant funding for transportation projects and other grants that may be available from HCD in 2025.

COMMUNITY PILLAR

1: A Safe Community that Thrives

GOAL

7: Expand and preserve the supply of affordable housing opportunities

GUIDING DOCUMENT

2023-2031 Housing Element
755

ATTACHMENTS

1. 2024 Affordable For-Sale Prices and Rental Rates

2. 2024 Building Permit and Housing Applications Summary

3. 2024 RHNA Progress

4. Resolution

5. Exhibit A - 2024 Annual Progress Report

Prepared by: Shannon
Pagan
Assistant Planner

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
756
No.

Bedrooms
Household
Size
Maximum
Income
Maximum
Purchase
Price
Maximum
Income
Maximum
Purchase
Price
Maximum
Income
Maximum
Purchase
Price
Studio 1 $78,550 $210,629 $103,550 $295,625 $124,250 $366,001 1 2 $89,750 $248,707 $118,300 $345,772 $142,000 $426,347 2 3 $100,950 $286,785 $133,100 $396,089 $159,750 $486,694 3 4 $112,150 $324,863 $147,900 $446,406 $177,500 $547,041 4 5 $121,150 $355,461 $159,750 $489,233 $191,700 $595,318 *Effective January 8, 2024
No. Bed-
rooms
Size
House-
hold
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Maximum
Income Maximum Rent Maximum
Income
Maximum
Rent
Maximum
Income
Maximum
Rent
Studio 1 $31,050 $776 $51,800 $1,295 $62,160 $1,554 $78,550 $1,964 $103,550 $2,589 $124,250 $3,106 1(*)

1.5 $35,500 $888 $55,500 $1,388 $66,600 $1,665 $84,150 $2,104 $110,925 $2,773 $133,125 $3,328 1 2 $39,950 $999 $59,200 $1,480 $71,040 $1,776 $89,750 $2,244 $118,300 $2,958 $142,000 $3,550 2 3 $44,350 $1,109 $66,600 $1,665 $79,920 $1,998 $100,950 $2,524 $128,500 $3,328 $159,750 $3,994 3 4 $47,900 $1,198 $73,950 $1,849 $88,740 $2,219 $112,150 $2,804 $142,800 $3,698 $177,500 $4,438 4 5 $51,450 $1,286 $79,900 $1,998 $95,880 $2,397 $121,150 $3,029 $159,750 $3,994 $191,700 $4,793 *Effective January 8, 2024
(*) Low Income Housing Tax Credit (LIHTC) Household size Sales Prices: assume a 6.75% interest rate, 30-year mortgage, and housing payments (PITI) which do not exceed 30% of the househ old's monthly income.

Date Adopted by Livermore City Council: January 8, 2024 The Rental Housing limits are effective upon adoption by City Council and thereafter until updated by City Council. Rental affordability based on 30% of the household's monthly income and do not include tenant utility allowances. Utility allowances should be deducted from the maximum rents based on the Livermore Housing Authority's ut ility allowance schedule for the Section 8 Program.

Rental Housing*
City of Livermore
Affordable For-Sale Prices and Rental Rates
For-Sale Housing*
Low-Income (80%) Median-Income (100%) Moderate-Income (120%) Very-Low Income (50%)Ext. Low-Income (30%)
NOTES: These limits are based on income data from the California Department of Housing and Community Development (HCD) for 2023. The Affordable Sales Prices are effective for the 2024 Affordable Homeownership Program year and thereafter until updated by City Council. The 2023 Area Median Income for a 4-person household of $147,900 published by State HCD is derived from the U.S. Department of Housing and Urban Development for Alameda County (Oakland-Fremont Metro Region) for the Section 8 Program.

Moderate-Income (120%)Median-Income (100%)Low-Income (80%)Lower-Income (60%) ATTACHMENT 1
757
Jurisdiction Livermore
Reporting Year 2024
Housing Element Planning Period 6th Cycle
Current Year
Deed
Restricted 14
Non-Deed
Restricted 0
Deed
Restricted 14
Non-Deed
Restricted 0
Deed
Restricted 39
Non-Deed
Restricted 30
267
364
Units by Structure Type Entitled Permitted Completed
Single-family Attached 6 0 0
Single-family Detached 124 1 13
2 to 4 units per structure 0 4 0
5+ units per structure 1494 328 24
Accessory Dwelling Unit 0 31 45
Mobile/Manufactured Home 0 0 0
Total 1624 364 82
Infill Housing Developments and Infill Units Permitted # of Projects Units 4 332
32 32
57 303
94 0
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
Very Low
Low
Moderate
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

Total Units
Housing Applications Summary
Use of SB 423 Streamlining Provisions - Applications
Note: Units serving extremely low-income households are included in the very low-income Above Moderate
Indicated as Infill
Not Indicated as Infill
Building Permits Issued by Affordability Summary
Income Level
ATTACHMENT 2
758
Jurisdiction Livermore
Reporting Year 2024
Housing Element Planning Period 6th Cycle
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
0 0
Income Rental Ownership Total
Very Low 00 0
Low 00 0
Moderate 00 0
Above Moderate 00 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 00
SB 9 (2021) - Residential Lot Split 00
AB 2011 (2022) 00
SB 6 (2022) 00
SB 423 (2023) 00
Ministerial and Discretionary Applications # of Units
Ministerial 55 157
Discretionary 2 146
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 1 Number of Units in Applications Submitted Requesting a Density Bonus 31 Number of Projects Permitted with a Density Bonus 0
Number of Units in Projects Permitted with a Density Bonus 0 Housing Element Programs Implemented and Sites Rezoned Count 121
1 Programs Implemented
Sites Rezoned to Accommodate the RHNA
Units Constructed - SB 423 Streamlining Permits
Number of SB 423 Streamlining Applications Approved
Number of SB 423 Streamlining Applications
ATTACHMENT 2
759
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2024 (Jan. 1 - Dec. 31) Housing Element Implementation Planning Period 6th Cycle 01/31/2023 - 01/31/2031
1 Projection
Period 34
RHNA Allocation
by Income Level
Projection
Period -
06/30/2022-
01/30/2023
2023 2024 2025 2026 2027 2028 2029 2030 2031
Total Units to
Date (all
years)
Total Remaining
RHNA by
Income Level
Deed Restricted - - 14 - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - - 14 - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - 1 39 - - - - - - - Non-Deed Restricted 34 45 30 - - - - - - - Above Moderate 1,799 21 21 267 - - - - - - - 309 1,490 4,570
55 67 364 - - - - - - - 486 4,084 5 67
Extremely low-
Income Need 2023 2024 2025 2026 2027 2028 2029 2030 2031 Total Units to Date
Total Units
Remaining
659 - - - - - - - - - - 659 744
Please note: For the last year of the 5th cycle, Table B will only include units that were permitted during the portion of the year that was in the 5th cycle. For the first year of the 6th cycle, Table B will only include units that were permitted since the start of the planning period. Projection Period units are in a separate column.

Total RHNA
Total Units
Income Level
Very Low
Low
Extremely Low-Income Units*
Note: units serving extremely low-income households are included in the very low-income RHNA progress and must be reported as very low-income units in section 7 of Table A2. They must also be reported in the extremely low-income category (section 13) in Table A2 to be counted as progress toward meeting the extremely low-income housing need determined pursuant to Government Code 65583(a)(1). *Extremely low-income housing need determined pursuant to Government Code 65583(a)(1). Value in Section 5 is default value, assumed to be half of the very low-income RHNA. May be overwritten.

Progress toward extremely low-income housing need, as determined pursuant to Government Code 65583(a)(1).

Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.

Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD's online APR system, or contact HCD staff at [email protected]. 547
14 This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs. 149 Moderate
1,317
758
696
Please contact HCD if your data is different than the material supplied here 14 2
Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
1,303
ATTACHMENT 3
760
1 RESOLUTION NO. _______

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION ACCEPTING THE 2024 HOUSING ELEMENT

ANNUAL PROGRESS REPORT
The California Department of Housing and Community Development’s (“HCD”) Housing Element regulations require cities and counties to complete annual reports on Housing Element progress pursuant to Government Code Section 65400.

Housing Element Annual Progress Reports must include the following information: (1) annual building permits issued by income level to show progress meeting Regional Housing Need Allocation (“RHNA”) targets; (2) progress implementing Housing Element programs to maintain, improve, and develop housing opportunities for all income levels; (3) annual housing development applications submitted; (4) annual housing units receiving a planning entitlement; (5) annual housing units receiving a certificate of occupancy or other form of readiness; (6) annual housing units proposed, approved, or constructed pursuant to Senate Bill 6, Senate Bill 432, or Assembly Bill 2011; (7) housing units constructed and lot splits approved pursuant to Senate Bill 9; (8) housing units constructed in conjunction with a commercial development bonus; (9) sites identified or rezoned to accommodate shortfall housing need and No Net-Loss Law; (10) housing units rehabilitated, preserved, or acquired for alternative adequate sites; (11) above moderate-income units converted to moderate income units; (12) list of locally owned lands included in the Housing Element sites inventory that have been sold, leased, or otherwise disposed of; (13) list of sites identified as surplus publicly owned land; (14) student housing units approved for lower income students for which a density bonus was granted; (15) disclosure of local tenant preference policy, if established; and (16) status of projects that received Local Early Action Planning funding.

In addition to being required by State law, the City must file Annual Progress Reports to maintain eligibility for regional and State grants. On-time filing of these reports ensures eligibility for competitive grant programs, such as the One Bay Area Grant competitive grant program administered by the Alameda County Transportation Commission. In the past, the City has received other grants from HCD for first-time homebuyer assistance such as Cal Home and the Local Housing Trust, as well as other park and public amenity projects predicated on timely submittal of the Annual Progress Report.

Accepting the 2024 Annual Progress Report is not a project as defined by the California Environmental Quality Act Guidelines Section 15378 because it will not cause a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

On March 24, 2025, the City Council held a duly noticed public hearing to consider the 2024 Housing Element Annual Progress Report and all public comments 761
2 RESOLUTION NO. _______
and testimony.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby accepts the 2024 Housing Element Annual Progress Report, attached hereto as Exhibit A.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore, that it hereby directs staff to file the Annual Progress Report with California Department of Housing and Community Development and the Governor’s Office of Planning and Research by April 1, 2025, per Government Code Section 65400.

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/ Katherine Mirassou_________ Deborah L. Elam Katherine Mirassou
City Clerk Assistant City Attorney
Exhibit A - 2024 Housing Element Annual Progress Report 762
Jurisdiction Livermore
Reporting Year 2024
Housing Element Planning Period 6th Cycle
Current Year
Deed
Restricted 14
Non-Deed
Restricted 0
Deed
Restricted 14
Non-Deed
Restricted 0
Deed
Restricted 39
Non-Deed
Restricted 30
267
364
Units by Structure Type Entitled Permitted Completed
Single-family Attached 6 0 0
Single-family Detached 124 1 13
2 to 4 units per structure 0 4 0
5+ units per structure 1494 328 24
Accessory Dwelling Unit 0 31 45
Mobile/Manufactured Home 0 0 0
Total 1624 364 82
Infill Housing Developments and Infill Units Permitted # of Projects Units 4 332
32 32
57 303
94 0
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
Very Low
Low
Moderate
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

EXHIBIT A
763
Jurisdiction Livermore
Reporting Year 2024
Housing Element Planning Period 6th Cycle
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
0 0
Income Rental Ownership Total
Very Low 00 0
Low 00 0
Moderate 00 0
Above Moderate 00 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 00
SB 9 (2021) - Residential Lot Split 00
AB 2011 (2022) 00
SB 6 (2022) 00
SB 423 (2023) 00
Ministerial and Discretionary Applications # of Units
Ministerial 55 157
Discretionary 2 146
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 1 Number of Units in Applications Submitted Requesting a Density Bonus 31 Number of Projects Permitted with a Density Bonus 0
Number of Units in Projects Permitted with a Density Bonus 0 Housing Element Programs Implemented and Sites Rezoned Count 121
1 Programs Implemented
Sites Rezoned to Accommodate the RHNA
Units Constructed - SB 423 Streamlining Permits
Number of SB 423 Streamlining Applications Approved
Number of SB 423 Streamlining Applications

EXHIBIT A
764
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Year 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning
Period 6th Cycle 01/31/2023 - 01/31/2031
Date
Application
Submitted
Total
Approved
Units by
Project
Total
Disapprove
d Units by
Project
Streamlining Application
Status
Project
Type Notes
2 34 6 7 8 9 11 12 13
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Date
Application
Submitted
(see
instructions)
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income
Non Deed
Restricted
Above
Moderate-
Income
Total

PROPOSED
Units by
Project
Total

APPROVED
Units by
project
Total

DISAPPROVE
D Units by
Project
Please select
state
streamlining
provision/s the
application was
submitted
pursuant to.

Did the
housing
development
application
seek
incentives or
concessions
pursuant to
Government
Code section
65915?
Were
incentives or
concessions
requested
pursuant to
Government
Code section
65915
approved?
Please
indicate the
status of the
application.

Is the project
considered a
ministerial
project or
discretionary
project?
Notes+
Summary Row: Start Data Entry Below 0 0 23 0 35 37 208 303 94 0 098A041210608
3070 Pacific
Ave; 2930
Pacific Ave
Pacific and
Livermore SUB23-004
5+ O
3/28/2024
23 92 115 NONE No No Pending Discretionary Applicant submitted for Builder's Remedy, going
over allowable density

17.58 du/ac over, waive
zoning requirements.
99-100-30-8 Portola Ave Parkview SUB24-001 5+ O 7/12/2024 6 25 31 31 NONE Yes Yes A pproved Discretionar y See Table A2 905 001900300 2902 Triad
Place Triad West D240768
5+ O
12/23/2024
26 8 8 NONE No No Approved Ministerial Approved as part of SDPR 21-003, Triad
West in Table A2
905 001900700 212 Gibraltar
Common Triad West D240770
5+ O
12/23/2024
1 4 5 5 NONE No No Approved Ministerial Approved as part of SDPR 21-003, Triad
West in Table A2
905 001900800 303 Hermes
Common Triad West D240771
5+ O
12/23/2024
1 4 5 5 NONE No No Approved Ministerial Approved as part of SDPR 21-003, Triad
West in Table A2
905 001901100 304 Hermes
Common Triad West D240772
5+ O
12/23/2024
21 0 1 2 12 NONE No No Approved Ministerial Approved as part of SDPR 21-003, Triad
West in Table A2
098 035905500 1260 P Street ADU240001 ADU R 3/12/2024 11 1 N O N E N o N o A pproved Ministerial
099B810106200 2544 Spyglass
Hills Road
ADU240002 ADU R 1/8/2024 1 1 1 NONE No No Approved Ministerial 098A042102200 429 W illow Ct ADU240003 ADU R 1/23/2024 11 1 N O N E N o N o A pproved Ministerial 098 039406400 1551 Arlington
Rd
ADU240004 ADU R 1/26/2024 1 1 1 NONE No No Approved Ministerial 099 097503800 3158 Rodeo Ln ADU240005 ADU R 2/1/2024 1 1 1 NONE No No Approved Ministerial 097 005801902 760 L St ADU240006 ADU R 2/8/2024 11 1 N O N E N o N o A pproved Ministerial 098A041604800 3520 Pestana
Way
ADU240007 ADU R 2/13/2024 1 1 1 NONE No No Approved Ministerial 099 130506100 2124 Buckskin
Rd
ADU240008 ADU R 2/13/2024 1 1 1 NONE No No Approved Ministerial 099 007704100 2684
Wellingham Dr
ADU240009 ADU R 2/20/2024 1 1 1 NONE No No Approved Ministerial 098 026300200 641 Enos Wa y ADU240010 ADU R 2/21/2024 11 1 N ONE No No Approved Ministerial 099 031402400 297 Wall St ADU240011 ADU R 2/21/2024 11 1 N O N E N o N o A pproved Ministerial 097 001300100 223 K St ADU240012 ADU R 3/13/2024 11 1 N O N E N o N o A pproved Ministerial 097 013808200 1380 Berlin
Way
ADU240013 ADU R 4/18/2024 1 1 1 NONE No No Approved Ministerial 098 039015200 857 Dakota Ct ADU240015 ADU R 4/25/2024 1 1 NONE No No Pendin g Ministerial 099030300400 1095 El Dorado
Dr
ADU240017 ADU R 5/29/2024 1 1 NONE No No Pending Ministerial 099 033304900 359 Pearl Dr ADU240018 ADU R 5/29/2024 11 1 N O N E N o N o A pproved Ministerial 099 070013800 2033 Latour
Ave
ADU240019 ADU R 6/6/2024 1 1 1 NONE No No Approved Ministerial 097 009703100 2349 Chateau
Way
ADU240020 ADU R 6/14/2024 1 1 1 NONE No No Approved Ministerial 097 009703100 2349 Chateau
Way
ADU240020 ADU R 6/13/2024 1 1 1 NONE No No Approved Ministerial 099 135001700 1648 Valley Of
The Moon Pl
ADU240021 ADU R 6/17/2024 1 1 1 NONE No No Approved Ministerial 098 020700404 2052 Locust St ADU240022 ADU R 6/18/2024 11 1 N ONE No No Approved Ministerial 099 045410700 2470 Marbury
Rd
ADU240025 ADU R 7/17/2024 1 1 NONE No No Pending Ministerial 097 014908101 846 Mendenhall
Dr
ADU240026 ADU R 7/18/2024 1 1 NONE No No Pending Ministerial 099A150301900 5549 Carne gie ADU240027 ADU R 9/27/2024 11 1 N ONE No No Approved Ministerial 099A290104700 510 Rachelle St ADU240028 ADU R 8/1/2024 1 1 1 NONE No No Approved Ministerial 099 108206400 4166 Stanford
Way
ADU240029 ADU R 7/31/2024 1 1 NONE No No Pending Ministerial 99-298-78 2026 Mercury
Rd
ADU240031 ADU R 8/20/2024 1 1 1 NONE No No Approved Ministerial 098 030201500 552 James St ADU240032 ADU R 8/26/2024 11 1 N ONE No No Approved Ministerial 097 014706800 1882
Heidelberg Dr
ADU240034 ADU R 9/5/2024 1 1 1 NONE No No Approved Ministerial 099 032008000 542 Leona Dr ADU240035 ADU R 9/9/2024 11 1 N O N E N o N o A pproved Ministerial 099 068300900 2828 Barouni
Ct
ADU240037 ADU R 10/7/2024 1 1 1 NONE No No Approved Ministerial 098 038504700 779 Cardinal Dr ADU240046 ADU R 12/2/2024 1 1 1 NONE No No Approved Ministerial 099 075001500 1148 Arroyo Rd D240041 ADU R
1/25/2024
1 1 1 NONE No No Approved Ministerial
098A042602001 3856 Princeton
Way
D240044 ADU R
1/24/2024
1 1 1 NONE No No Approved Ministerial
097 001701103 2240 Third St D240081 ADU R 2/21/2024 1 1 1 NONE No No A pproved Ministerial JADU 098 026902800 244 Lee Ave D240104 ADU R 3/4/2024 11 1 N O N E N o N o A pproved Ministerial 099 030807700 676 Sonoma
Ave
D240434 ADU R
7/29/2024
1 1 1 NONE No No Approved Ministerial
903 001800900 146 Sedona
Common
Shea Serenity
Condos - SDPR21-
005
D240487 5+ O
8/28/2024
1 5 6 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-005
Table A
Cells in grey contain auto-calculation formulas
51 Project Identifier Unit Types Proposed Units - Affordability by Household Incomes Density Bonus Law Applications
10 Housing Development Applications Submitted

EXHIBIT A
765
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Year 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning
Period 6th Cycle 01/31/2023 - 01/31/2031
Date
Application
Submitted
Total
Approved
Units by
Project
Total
Disapprove
d Units by
Project
Streamlining Application
Status
Project
Type Notes
2 34 6 7 8 9 11 12 13
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Date
Application
Submitted
(see
instructions)
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income
Non Deed
Restricted
Above
Moderate-
Income
Total

PROPOSED
Units by
Project
Total

APPROVED
Units by
project
Total

DISAPPROVE
D Units by
Project
Please select
state
streamlining
provision/s the
application was
submitted
pursuant to.

Is the project
considered a
ministerial
project or
discretionary
project?
Notes+
Summary Row: Start Data Entry Below 0 0 23 0 35 37 208 303 94 0 Table A
Cells in grey contain auto-calculation formulas
51 Project Identifier Unit Types Proposed Units - Affordability by Household Incomes Density Bonus Law Applications
10 Housing Development Applications Submitted
903 001800800 142 Sedona
Common
Shea Serenity
Condos - SDPR21-
006
D240491 5+ O
8/20/2024
1 5 6 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800800 109 Sedona
Common
Shea Serenity
Condos - SDPR21-
007
D240492 5+ O
8/20/2024
26 8 N O N E No No Approved Ministerial Building Permit Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800400 105 Sedona
Common
Shea Serenity
Condos - SDPR21-
008
D240493 5+ O
8/28/2024
26 8 N O N E N o No Approved Ministerial Building Permit Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800700 138 Sedona
Common
Shea Serenity
Condos - SDPR21-
009
D240494 5+ O
8/28/2024
1 5 6 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800600 134 Sedona
Common
Shea Serenity
Condos - SDPR21-
010
D240495 5+ O
8/28/2024
15 6 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800500 101 Sedona
Common
Shea Serenity
Condos - SDPR21-
011
D240496 5+ O
8/28/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001801300 168 Sedona
Common
Shea Serenity
Condos - SDPR21-
012
D240497 5+ O
8/28/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001801200 172 Sedona
Common
Shea Serenity
Condos - SDPR21-
013
D240498 5+ O
8/28/2024
25 7 N O N E No No Approved Ministerial Building Permit Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001801100 176 Sedona
Common
Shea Serenity
Condos - SDPR21-
014
D240499 5+ O
8/20/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001801000 180 Sedona
Common
Shea Serenity
Condos - SDPR21-
015
D240500 5+ O
8/20/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Min
isterial; Entitlement
Discretionary. See Table
A2 SPDR21-006
903 001800200 113 Sedona
Common
Shea Portola
Condos - SDPR21-
016
D240501 5+ O
8/20/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
099 132502902 4802 Las
Positas Rd
Arroyo Vista
Rowtowns
D240638 5+ O
8/20/2024
2 5 7 NONE No No Approved Ministerial Building Permit
Ministerial; Entitlement
Discretionary. See Table
A2 SPDR21-006
098 035610301 809 El Rancho
Dr
D240760 ADU R
12/19/2024
1 1 1 NONE No No Approved Ministerial

EXHIBIT A
766
Table A2
23 56
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date Approved
# of Units
issued
Entitlements
Summary Row: Start Data Entry Below 65 0 116 0 227 0 1216 1624 905 001000600 Triad Dr Triad Condos (Triad
West) SPDR21-003 5+ O 22 90 5/9/2022 112
903 001003000 Portola Ave Shea Portola Ave -
Apartments SPDR21-005 5+ R 14 14 14 168 7/25/2022 210
903 001003000 Portola Ave Shea Portola Ave -
Condos SPDR21-005 5+ O 18 71 7/25/2022 89
099 028301200 1699 SARDONYX
RD ADU210010 ADU R 0
099 031607300 849 MAYVIEW WY A DU210015 ADU R 0
099 030604100 997 DE CAEN CT ADU210017 ADU R 0
099 134302200 247 VALLECITOS
RD ADU210019 ADU R 0
099 133613200 573 SHERIDAN CI ADU210033 ADU R 0
099 110203100 4240 GUILFORD
AV ADU210041 ADU R 0
097 014205900 1162 INNSBRUCK
ST ADU210047 ADU R 0
097 014807500 1745 STERLING
CT D190972 SFD O 0
098 024000117 450 N
LIVERMORE AVE VINEYARD 2.0 CB210003 5+ R 0
097 008103004 1442 THIRD ST ADU210022 ADU R 0
099 045102400 1130 LOMITAS AV ADU210058 ADU R 0
099 134501600 256 WHITE FANG
WY ADU220001 ADU R 0
099B810107600 2386 SPYGLASS
HILLS RD ADU220010 ADU R 0
098 038902700 969 CAYUGA DR ADU220014 ADU R 0
099 132901700 531 LAGRANGE
LN ADU220017 ADU R 0
099B520802900 5593 OAKMONT
CI ADU220021 ADU R 0
099 029903000 846 SATURN WY ADU220023 ADU R 0
098 032000600 617 P ST ADU220030 ADU R 0
099 080300903 2602 LUCCA CT ADU220031 ADU R 0
098 034906200 1572 ELM ST ADU220033 ADU R 0
099 130002000 1908 PARKSIDE
CT ADU220034 ADU R 0
098 039703700 1172 DELAWARE
WY ADU220037 ADU R 0
097 007200301 980 ACACIA WY ADU220039 ADU R 0
098A042401100 3895 HA RVARD
WY ADU220040 ADU R 0
098 038704800 640 ORIOLE AV ADU220043 ADU R 0
097 004900401 581 J ST ADU220044 ADU R 0
099 033200800 280 LOUIS CT ADU220045 ADU R 0
098A041401802 3428 EAST AV ADU220049 ADU R 0
099 045407500 1359 CHELSEA
WY ADU220050 ADU R 0
099 133805000 4001 CAMROSE
AV ADU220056 ADU R 0
099 045410301 2633 REGENT RD ADU220057 ADU R 0
1 4
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Project Identifier Unit Types Affordability by Household Incomes - Completed Entitlement

EXHIBIT A
767
Table A2
23 56
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date Approved
# of Units
issued
Entitlements
Summary Row: Start Data Entry Below 65 0 116 0 227 0 1216 1624 1 4
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Project Identifier Unit Types Affordability by Household Incomes - Completed Entitlement 099 133502000 1548 MURDELL
LN ADU220064 ADU R 0
099 001502202 2680 WAVERLEY
WY D181381 SFD O 0
098 024000117 456 LIVERMORE
AV VINEYARD 2.0 D210140 5+ R 0
097 015101102 1740 BELLA
KRISTINA LN D210837 SFD O 0
099 134501600 256 WHITE FANG
WY D220006 ADU R 0
098 040906100 2872 KALAPAKI
CM D220517 SFD O 0
098 040906200 2876 KALAPAKI
CM D220518 SFD O 0
098 040906300 2880 KALAPAKI
CM D220519 SFD O 0
097 005401100 636 I St ADU220002 ADU R 0
097 008501802 227 Holmes St ADU220011 ADU R 0
097 014710500 1893 Helsinki Wy ADU220048 ADU R 0
097 015003500 1354 Capri Ct ADU220053 ADU R 0
099 004003900 122 Trevarno Rd ADU220063 ADU R 0
098 022700106 559 I Street ADU220066 ADU R 0
098 022700106 553 I Street ADU220067 ADU R 0
099A143909000 5135 Felicia Av ADU220072 ADU R 0
099 068300700 2380 Pendolino Ln ADU220075 ADU R 0
099 018605400 441 Swallow Ct ADU220076 ADU R 0
099 133000500
1979

RHODODENDRO
N Ct
ADU220077 ADU R
0 097 014702900 1669 Genoa St ADU220078 ADU R 0
098A042402102 3832 East Ave ADU220079 ADU R 0
098 023000801 1923 Linden St ADU220081 ADU R 0
099 003900700 1532 Heather Ln ADU230001 ADU R 0
098 040100400 420 Colusa Wy ADU230004 ADU R 0
099 135103100 685 Shadow Mist
Ct ADU230005 ADU R 0
099 029901300 660 Orion Wy ADU230006 ADU R 0
097 008916400 1179 Dublin Av ADU230008 ADU R 0
099 080301600 2766 Lucca Ct ADU230010 ADU R 0
097 004600201 561 M St ADU230011 ADU R 0
099 072515700 2582 Merlot Ln ADU230012 ADU R 0
099 017805002 407 Summertree
Dr ADU230013 ADU R 0
098 021601400 1855 Locust St ADU230014 ADU R 0
098 034906100 733 P St ADU230015 ADU R 0
099B535405300 6010 Augusta Wy ADU230018 ADU R 0
098 029000403
1017 Ventura Av ADU230019 ADU R 0
097 006400802 856 G St ADU230021 ADU R 0
099B540600400 6476 Scenic Av ADU230022 ADU R 0
097 014509000 1820 DeVaca Wy ADU230025 ADU R 0
098 029301500 1086 Ventura Av ADU230026 ADU R 0
099 098500400 2856 Carmen Ave ADU230028 ADU R 0
098 020101203 1641 Pine St ADU230029 ADU R 0

EXHIBIT A
768
Table A2
23 56
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date Approved
# of Units
issued
Entitlements
Summary Row: Start Data Entry Below 65 0 116 0 227 0 1216 1624 1 4
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Project Identifier Unit Types Affordability by Household Incomes - Completed Entitlement 097 014003100 1675 Vancouver
Wy ADU230030 ADU R 0
099 019103600 48 Glacier Pl ADU230032 ADU R 0
098A041400804 482 School St ADU230034 ADU R 0
099 133802100 3981 Loch Lomand
Wy ADU230035 ADU R 0
099A292703100 5639 Moreland
Way ADU230036 ADU R 0
099 019100600 434 Yosemite Dr ADU230037 ADU R 0
099 026000603 165 Stanley ADU230040 ADU R 0
097 010200200 727 McLeod St D220795 ADU R 0
099 031307900 888 Laguna St D220838 ADU R 0
098 025100701 1949 Chestnut St D220841 ADU R 0
098 025100701 1951 Chestnut St D220842 ADU R 0
099B520602500 1639 Pinehurst Ct D230081 ADU R 0
099 030113100 1007 Mocho St D230146 ADU R 0
097 003900600 486 N St D230367 ADU R 0
098 022100400 608 N St D230379 ADU R 0
097 015101102 1752 Bella Kristina
Ln D210839 SFD O 0
097 015101102 1758 Bella Kristina
Ln D210840 SFD O 0
097 015101102 1762 Bella Kristina
Ln D210841 SFD O 0
097 015101102 1766 Bella Kristina
Ln D210842 SFD O 0
097 015101102 1774 Bella Kristina
Ln D210843 SFD O 0
097 015101102 1782 Bella Kristina
Ln D210844 SFD O 0
097 010200704 2750 Eighth St D210855 SFD O 0
097 008501802 227 Holmes St D220145 SFD O 0
097 010201200 2617 Seventh St D220746 SFD O 0
099 032503200 1777 Cordoba St SUB22007 SFD O 4 11/21/2023 4 905 001000403 Triad Dr Triad East SUB22005 5+ O 34 138 5/22/2023 172 097 013600206 218 Church St D210812 5+ R 0
098 035602322 557 Olivina Ave D191653 SFD O 0
099 072505300 2352 Gamay CM D220830 SFD O 0
099 003105000 4828 Zinnia Ct ADU200028 ADU R 0
097 007101300 2532 College Ave ADU200036 ADU R 0
098 039907700 634 Placer Ct ADU210009 ADU R 0
099 033002800 69 Agate Ct ADU220042 ADU R 0
099 046203400 3086 Berto lli Drive ADU230003 ADU R 0
099B540401400 1435 Fox Creek Ct ADU230044 ADU R 0
098A
042102200 429 Willow Ct ADU240003 ADU R 0
099 130506100 2124 Buckskin Rd ADU240008 ADU R 0
099 007704100 2648 Wellingham
Dr
ADU240009 ADU R 0
098 026300200 641 Enos Way ADU240010 ADU R 0
099 031402400 297 Wall St ADU240011 ADU R 0

EXHIBIT A
769
Table A2
23 56
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit Category
(SFA,SFD,2 to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date Approved
# of Units
issued
Entitlements
Summary Row: Start Data Entry Below 65 0 116 0 227 0 1216 1624 1 4
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Project Identifier Unit Types Affordability by Household Incomes - Completed Entitlement 099 070013800 2033 Latour Ave ADU240019 ADU R 0
098 020700404 2052 Locust St ADU240022 ADU R 0
099 068300900 2828 Barouni Ct ADU240037 ADU R 0
098A042602001 3856 Princeton
Way D240044 ADU R 0
099A292200200 1423 Joy Ct ADU220074 ADU R 0
099 098500302 979 Livermore Ave ADU220082 ADU R 0
098 020400300 845 L St ADU230016 ADU R 0
098 020400200 857 L St ADU230017 ADU R 0
097 003900700 466 N St ADU230023 ADU R 0
099 018705200 234 Swan Dr ADU230041 ADU R 0
099 131201300 5132 Scenic Ave ADU230043 ADU R 0
099 004004000 144 Trevarno Rd ADU230045 ADU R 0
099 132900100 630 Alden Ln ADU230046 ADU R 0
098 035905500 1260 P St ADU240001 ADU R 0
099B810106200 2544 Spyglass Hills
Rd
ADU240002 ADU R 0
098 039406400 1551 Arlington Rd ADU240004 ADU R 0
099 097503800 3158 Rodeo Ln ADU240005 ADU R 0
097 005801902 760 L St ADU240006 ADU R 0
098A041604800 3520 Pestana Way ADU240007 ADU R 0
097 001300100 223 K St ADU240012 ADU R 0
097 013808200 1380 Berlin Wy ADU240013 ADU R 0
099 033304900 359 Pearl Dr ADU240018 ADU R 0
097 009703100 2349 Chateau Wy ADU240020 ADU R 0
099 135001700 1648 Valley of the
Moon Pl
A
DU240021 ADU R 0
099A150301900 5549 Carnegie ADU240027 ADU R 0
099A290104700 510 Rachelle St ADU240028 ADU R 0
99-298-78 2026 Mercury Rd ADU240031 ADU R 0
098 030201500 552 James St ADU240032 ADU R 0
097 014706800 1882 Heidelberg Dr ADU240034 ADU R 0
099 032008000 542 Leona Dr ADU240035 ADU R 0
098 038504700 779 Cardinal Dr ADU240046 ADU R 0
099 075001500 1148 Arroyo Rd D240041 ADU R 0
099 030807700 676 Sonoma Ave D240434 ADU R 0
098 035610301 809 El Rancho Dr D240760 ADU R 0
903 001400400 Tranqu ility Circle Shea Aura Condos SUB21-007 5+ O 33 131 7/8/2024 164 903 001004800 Isabel Ave, Portola
Ave Isabel Crossing SUB22-008 5+ R 65 113 185 936 7/22/2024 1299 99B-5300-10 Bear Creek Drive Garaventa Hills SUB13-001 SFD O 38 11/25/2024 38 99B-5300-10 Bear Creek Drive Garaventa Hills SUB13-001 SFA O 3 3 11/25/2024 6 various Arroyo Vista and
Las Positas Road Arroyo Vista SPDRM24-002 SFD O 86 9/9/2024 86 99-100-30-8 Portola Ave Parkview SUB 24-001 5+ O 6 25 8/6/2024 31 099 132502902 4802 Las Positas
Road
Arroyo Vista Row
Townhomes D240638 2 to 4 O 0
0 0

EXHIBIT A
770
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
905 001000600 Triad Dr Triad Condos (Triad
West) 6 23 5/20/2024 29
903 001003000 Portola Ave Shea Portola Ave -
Apartments 14 14 14 168 12/19/2024 210
903 001003000 Portola Ave Shea Portola Ave -
Condos 18 71 12/12/2024 89
099 028301200 1699 SARDONYX
RD 1 6/4/2021 1
099 031607300 849 MAYVIEW WY 1 7/26/2021 1
099 030604100 997 DE CAEN CT 1 8/17/2021 1
099 134302200 247 VALLECITOS
RD 1 9/30/2021 1
099 133613200 573 SHERIDAN CI 1 9/9/2021 1
099 110203100 4240 GUILFORD
AV 1 10/7/2021 1
097 014205900 1162 INNSBRUCK
ST 1 10/25/2021 1
097 014807500 1745 STERLING
CT 1 2/18/2021 1
098 024000117 450 N LIVERMORE
AVE VINEYARD 2.0 18 3/9/2022 18
097 008103004 1442 THIRD ST 1 4/21/2022 1
099 045102400 1130 LOMITAS AV 1 2/8/2022 1
099 134501600 256 WHITE FANG
WY 1 3/1/2022 1
099B810107600 2386 SPYGLASS
HILLS RD 1 3/28/2022 1
098 038902700 969 CAYUGA DR 1 5/24/2022 1
099 132901700 531 LAGRANGE
LN 1 4/26/2022 1
099B520802900 5593 OAKMONT CI 1 6/29/2022 1
099 029903000 846 SATURN WY 1 8/25/2022 1
098 032000600 617 P ST 1 2/29/2024 1
099 080300903 2602 LUCCA CT 1 7/18/2022 1
7 Project Identifier Affordability by Household Incomes - Building Permits

EXHIBIT A
771
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
7 Project Identifier Affordability by Household Incomes - Building Permits 098 034906200 1572 ELM ST 1 11/22/2022 1
099 130002000 1908 PARKSIDE
CT 1 6/30/2022 1
098 039703700 1172 DELAWARE
WY 1 7/20/2022 1
097 007200301 980 ACACIA WY 1 12/21/2022 1
098A042401100 3895 HARVARD
WY 1 9/12/2022 1
098 038704800 640 ORIOLE AV 1 10/10/2022 1
097 004900401 581 J ST 1 10/31/2022 1
099 033200800 280 LOUIS CT 1 11/1/2022 1
098A041401802 3428 EAST AV 1 10/18/2022 1
099 045407500 1359 CHELSEA
WY 1 11/30/2022 1
099 133805000 4001 CAMROSE
AV 1 10/26/2022 1
099 045410301 2633 REGENT RD 1 12/12/2022 1
099 133502000 1548 MURDELL LN 1 12/29/2022 1
099 001502202 2680 WAVERLEY
WY 1 12/19/2022 1
098 024000117 456 LIVERMORE
AV VINEYARD 2.0 6 3/9/2022 6
097 015101102 1740 BELLA
KRISTINA LN 1 6/30/2022 1
099 134501600 256 WHITE FANG
WY 1 4/19/2022 1
098 040906100 2872 KALAPAKI
CM 1 9/6/2022 1
098 040906200 2876 KALAPAKI
CM 1 9/6/2022 1
098 040906300 2880 KALAPAKI
CM 1 9/6/2022 1
097 005401100 636 I St 1 11/30/2023 1
097 008501802 227 Holmes St 1 6/1/2023 1
097 014710500 1893 Helsinki Wy 1 4/26/2023 1
097 015003500 1354 Capri Ct 1 4/12/2023 1

EXHIBIT A
772
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
7 Project Identifier Affordability by Household Incomes - Building Permits 099 004003900 122 Trevarno Rd 1 11/13/2023 1
098 022700106 559 I Street 1 1/17/2023 1
098 022700106 553 I Street 1 1/13/2023 1
099A143909000 5135 Felicia Av 1 10/9/2023 1
099 068300700 2380 Pendolino Ln 1 4/3/2023 1
099 018605400 441 Swallow Ct 1 7/24/2023 1
099 133000500
1979

RHODODENDRON
Ct
1 5/16/2023 1
097 014702900 1669 Genoa St 1 4/19/2023 1
098A042402102 3832 East Ave 1 1/23/2023 1
098 023000801 1923 Linden St 1 4/3/2023 1
099 003900700 1532 Heather Ln 1 6/21/2023 1
098 040100400 420 Colusa Wy 1 10/17/2023 1
099 135103100 685 Shadow Mist Ct 1 6/27/2023 1
099 029901300 660 Orion Wy 1 6/22/2023 1
097 008916400 1179 Dublin Av 1 8/24/2023 1
099 080301600 2766 Lucca Ct 1 6/21/2023 1
097 004600201 561 M St 1 10/9/2023 1
099 072515700 2582 Merlot Ln 1 6/20/2023 1
099 017805002 407 Summertree Dr 1 8/30/2023 1
098 021601400 1855 Locust St 1 8/28/2023 1
098 034906100 733 P St 1 9/19/2023 1
099B535405300 6010 Augusta Wy 1 8/14/2023 1
098 029000403 1017 Ventura Av 1 8/9/2023 1
097 006400802 856 G St 1 7/13/2023 1
099B540600400 6476 Scenic Av 1 8/29/2023 1
097 014509000 1820 DeVaca Wy 1 11/2/2023 1
098 029301500 1086 Ventura Av 1 9/21/2023 1
099 098500400 2856 Carmen Ave 1 9/26/2023 1
098 020101203 1641 Pine St 1 12/7/2023 1
097 014003100 1675 Vancouver
Wy 1 11/7/2023 1

EXHIBIT A
773
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
7 Project Identifier Affordability by Household Incomes - Building Permits 099 019103600 48 Glacier Pl 1 9/27/2023 1
098A041400804 482 School St 1 11/7/2023 1
099 133802100 3981 Loch Lomand
Wy 1 10/4/2023 1
099A292703100 5639 Moreland
Way 1 12/6/2023 1
099 019100600 434 Yosemite Dr 1 12/4/2023 1
099 026000603 165 Stanley 1 12/7/2023 1
097 010200200 727 McLeod St 1 2/13/2023 1
099 031307900 888 Laguna St 1 2/7/2023 1
098 025100701 1949 Chestnut St 1 4/17/2023 1
098 025100701 1951 Chestnut St 1 4/17/2023 1
099B520602500 1639 Pinehurst Ct 1 5/17/2023 1
099 030113100 1007 Mocho St 1 6/15/2023 1
097 003900600 486 N St 1 10/23/2023 1
098 022100400 608 N St 1 9/6/2023 1
097 015101102 1752 Bella Kristina
Ln 1 12/18/2023 1
097 015101102 1758 Bella Kristina
Ln 1 12/18/2023 1
097 015101102 1762 Bella Kristina
Ln 1 12/18/2023 1
097 015101102 1766 Bella Kristina
Ln 1 5/22/2023 1
097 015101102 1774 Bella Kristina
Ln 1 5/22/2023 1
097 015101102 1782 Bella Kristina
Ln 1 5/22/2023 1
097 010200704 2750 Eighth St 1 3/28/2023 1
097 008501802 227 Holmes St 1 6/1/2023 1
097 010201200 2617 Seventh St 1 4/10/2023 1
099 032503200 1777 Cordoba St 0
905 001000403 Triad Dr Triad East 0
097 013600206 218 Church St 12 8/29/2023 12
098 035602322 557 Olivina Ave 0

EXHIBIT A
774
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
7 Project Identifier Affordability by Household Incomes - Building Permits 099 072505300 2352 Gamay CM 1 3/14/2024 1
099 003105000 4828 Zinnia Ct 0
097 007101300 2532 College Ave 0
098 039907700 634 Placer Ct 0
099 033002800 69 Agate Ct 0
099 046203400 3086 Berto lli Drive 0
099B540401400 1435 Fox Creek Ct 0
098A042102200 429 Willow Ct 0
099 130506100 2124 Buckskin Rd 0
099 007704100 2648 Wellingham
Dr 0
098 026300200 641 Enos Way 0
099 031402400 297 Wall St 0
099 070013800 2033 Latour Ave 0
098 020700404 2052 Locust St 0
099 068300900 2828 Barouni Ct 0
098A042602001 3856 Princeton
Way 0
099A292200200 1423 Joy Ct 1 7/29/2024 1
099 098500302 979 Livermore Ave 1 1/16/2024 1
098 020400300 845 L St 1 5/30/2024 1
098 020400200 857 L St 1 5/30/2024 1
097 003900700 466 N St 1 1/23/2024 1
099 018705200 234 Swan Dr 1 8/28/2024 1
099 131201300 5132 Scenic Ave 1 3/25/2024 1
099 004004000 144 Trevarno Rd 1 8/27/2024 1
099 132900100 630 Alden Ln 1 2/7/2024 1
098 035905500 1260 P St 1 3/12/2024 1
099B810106200 2544 Spyglass Hills
Rd 1 4/15/2024 1
098 039406400 1551 Ar lington Rd 1 4/29/2024 1
099 097503800 3158 Rodeo Ln 1 4/15/2024 1
097 005801902 760 L St 1 5/1/2024 1

EXHIBIT A
775
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 89 Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
14 0 14 0 39 30 267 364
7 Project Identifier Affordability by Household Incomes - Building Permits 098A041604800 3520 Pestana Way 1 3/13/2024 1
097 001300100 223 K St 1 6/26/2024 1
097 013808200 1380 Berlin Wy 1 6/4/2024 1
099 033304900 359 Pearl Dr 1 9/24/2024 1
097 009703100 2349 Chateau Wy 1 9/19/2024 1
099 135001700 1648 Valley of the
Moon Pl 1 9/6/2024 1
099A150301900 5549 Carnegie 1 12/4/2024 1
099A290104700 510 Rachelle St 1 10/8/2024 1
99-298-78 2026 Mercury Rd 1 10/18/2024 1
098 030201500 552 James St 1 10/22/2024 1
097 014706800 1882 Heidelberg Dr 1 11/7/2024 1
099 032008000 542 Leona Dr 1 11/7/2024 1
098 038504700 779 Cardinal Dr 1 12/20/2024 1
099 075001500 1148 Arroyo Rd 1 4/22/2024 1
099 030807700 676 Sonoma Ave 1 10/9/2024 1
098 035610301 809 El Rancho Dr 1 12/19/2024 1
903 001400400 Tranqu ility Circle S hea Aura Condos 0
903 001004800 Isabel Ave, Portola
Ave Isabel Crossing 0
99B-5300-10 Bear Creek Drive Garaventa Hills 0
99B-5300-10 Bear Creek Drive Garaventa Hills 0
various Arroyo Vista and
Las Positas Road Arroyo Vista 0
99-100-30-8 Por tola Ave Parkview 0
099 132502902 4802 Las Positas
Road
Arroyo Vista Row
Townhomes 4 10/17/2024 4
0 0
0 0
0 EXHIBIT A
776
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
905 001000600 Triad Dr Triad Condos (Triad
West) 0
903 001003000 Portola Ave Shea Portola Ave -
Apartments 0
903 001003000 Portola Ave Shea Portola Ave -
Condos 0
099 028301200 1699 SARDONYX
RD 0
099 031607300 849 MAYVIEW WY 11 1/20/2024 1
099 030604100 997 DE CAEN CT 0
099 134302200 247 VALLECITOS
RD 0
099 133613200 573 SHERIDAN CI 0
099 110203100 4240 GUILFORD
AV 0
097 014205900 1162 INNSBRUCK
ST 1 4/15/2024 1
097 014807500 1745 STERLING
CT 0
098 024000117 450 N LIVERMORE
AVE VINEYARD 2.0 18 4/17/2024 18
097 008103004 1442 THIRD ST 0
099 045102400 1130 LOMITAS AV 0
099 134501600 256 WHITE FANG
WY 0
099B810107600 2386 SPYGLASS
HILLS RD 0
098 038902700 969 CAYUGA DR 0
099 132901700 531 LAGRANGE
LN 0
099B520802900 5593 OAKMONT
CI 0
099 029903000 846 SATURN WY 0
098 032000600 617 P ST 0
099 080300903 2602 LUCCA CT 0
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier

EXHIBIT A
777
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier
098 034906200 1572 ELM ST 1 3/4/2024 1
099 130002000 1908 PARKSIDE
CT 0
098 039703700 1172 DELAWARE
WY 1 8/12/2024 1
097 007200301 980 ACACIA WY 0
098A042401100 3895 HARVARD
WY 0
098 038704800 640 ORIOLE AV 0
097 004900401 581 J ST 0
099 033200800 280 LOUIS CT 1 7/26/2024 1
098A041401802 3428 EAST AV 0
099 045407500 1359 CHELSEA
WY 0
099 133805000 4001 CAMROSE
AV 1 7/26/2024 1
099 045410301 2633 REGENT RD 1 8/5/2024 1
099 133502000 1548 MURDELL LN 0
099 001502202 2680 WAVERLEY
WY 0
098 024000117 456 LIVERMORE
AV VINEYARD 2.0 6 4/17/2024 6
097 015101102 1740 BELLA
KRISTINA LN 1 8/13/2024 1
099 134501600 256 WHITE FANG
WY 0
098 040906100 2872 KALAPAKI
CM 1 1/5/2024 1
098 040906200 2876 KALAPAKI
CM 1 1/5/2024 1
098 040906300 2880 KALAPAKI
CM 1 1/5/2024 1
097 005401100 636 I St 0
097 008501802 227 Holmes St 0
097 014710500 1893 Helsinki Wy 1 4/11/2024 1
097 015003500 1354 Capri Ct 0

EXHIBIT A
778
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier
099 004003900 122 Trevarno Rd 0
098 022700106 559 I Street 0
098 022700106 553 I Street 0
099A143909000 5135 Felicia Av 0
099 068300700 2380 Pendolino Ln 1 11/8/2024 1
099 018605400 441 Swallow Ct 0
099 133000500
1979

RHODODENDRON
Ct
1 7/2/2024 1
097 014702900 1669 Genoa St 11 0/1/2024 1
098A042402102 3832 East Ave 0
098 023000801 1923 Linden St 1 9/13/2024 1
099 003900700 1532 Heather Ln 0
098 040100400 420 Colusa Wy 0
099 135103100 685 Shadow Mist
Ct 1 6/14/2024 1
099 029901300 660 Orion Wy 1 4/23/2024 1
097 008916400 1179 Dublin Av 1 6/20/2024 1
099 080301600 2766 Lucca Ct 1 6/21/2024 1
097 004600201 561 M St 1 6/18/2024 1
099 072515700 2582 Merlot Ln 1 3/7/2024 1
099 017805002 407 Summertree Dr 1 9/24/2024 1
098 021601400 1855 Locust St 0
098 034906100 733 P St 0
099B535405300 6010 Augusta Wy 0
098 029000403 1017 Ventura Av 0
097 006400802 856 G St 0
099B540600400 6476 Scenic Av 0
097 014509000 1820 DeVaca Wy 0
098 029301500 1086 Ventura Av 0
099 098500400 2856 Carmen Ave 1 10/31/2024 1
098 020101203 1641 Pine St 0
097 014003100 1675 Vancouver
Wy 1 12/9/2024 1

EXHIBIT A
779
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier
099 019103600 48 Glacier Pl 0
098A041400804 482 School St 1 9/17/2024 1
099 133802100 3981 Loch Lomand
Wy 1 9/3/2024 1
099A292703100 5639 Moreland
Way 1 5/17/2024 1
099 019100600 434 Yosemite Dr 1 11/15/2024 1
099 026000603 165 Stanley 0
097 010200200 727 McLeod St 1 6/27/2024 1
099 031307900 888 Laguna St 0
098 025100701 1949 Chestnut St 1 5/14/2024 1
098 025100701 1951 Chestnut St 1 5/14/2024 1
099B520602500 1639 Pinehurst Ct 0
099 030113100 1007 Mocho St 1 6/21/2024 1
097 003900600 486 N St 0
098 022100400 608 N St 1 4/22/2024 1
097 015101102 1752 Bella Kristina
Ln 1 10/2/2024 1
097 015101102 1758 Bella Kristina
Ln 1 10/8/2024 1
097 015101102 1762 Bella Kristina
Ln 1 10/23/2024 1
097 015101102 1766 Bella Kristina
Ln 1 2/20/2024 1
097 015101102 1774 Bella Kristina
Ln 1 2/13/2024 1
097 015101102 1782 Bella Kristina
Ln 1 3/22/2024 1
097 010200704 2750 Eighth St 0
097 008501802 227 Holmes St 0
097 010201200 2617 Seventh St 1 8/20/2024 1
099 032503200 1777 Cordoba St 0
905 001000403 Triad Dr Triad East 0
097 013600206 218 Church St 0
098 035602322 557 Olivina Ave 1 6/18/2024 1

EXHIBIT A
780
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier
099 072505300 2352 Gamay CM 1 12/2/2024 1
099 003105000 4828 Zinnia Ct 1 6/12/2024 1
097 007101300 2532 College Ave 1 4/23/2024 1
098 039907700 634 Placer Ct 1 1/3/2024 1
099 033002800 69 Agate Ct 1 3/28/2024 1
099 046203400 3086 Bertolli Drive 1 1/10/2024 1
099B540401400 1435 Fox Creek Ct 1 11/18/2024 1
098A042102200 429 Willow Ct 1 10/31/2024 1
099 130506100 2124 Buckskin Rd 1 12/23/2024 1
099 007704100 2648 Wellingham
Dr 1 8/28/2024 1
098 026300200 641 Enos Way 1 7/31/2024 1
099 031402400 297 Wall St 1 6/13/2024 1
099 070013800 2033 Latour Ave 1 12/6/2024 1
098 020700404 2052 Locust St 1 11/22/2024 1
099 068300900 2828 Barouni Ct 1 12/3/2024 1
098A042602001 3856 Princeton
Way 1 6/10/2024 1
099A292200200 1423 Joy Ct 0
099 098500302 979 Livermore Ave 0
098 020400300 845 L St 0
098 020400200 857 L St 0
097 003900700 466 N St 0
099 018705200 234 Swan Dr 0
099 131201300 5132 Scenic Ave 0
099 004004000 144 Trevarno Rd 0
099 132900100 630 Alden Ln 0
098 035905500 1260 P St 0
099B810106200 2544 Spyglass Hills
Rd 0
098 039406400 1551 Arlington Rd 0
099 097503800 3158 Rodeo Ln 0
097 005801902 760 L St 0

EXHIBIT A
781
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units 11 12
Current APN Street Address Project Name+
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates of
Occupancy or
other forms
of readiness
24 0003 4 2 1 3 82
Affordability by Household Incomes - Certificates of Occupancy 10 Project Identifier
098A041604800 3520 Pestana Way 0
097 001300100 223 K St 0
097 013808200 1380 Berlin Wy 0
099 033304900 359 Pearl Dr 0
097 009703100 2349 Chateau Wy 0
099 135001700 1648 Valley of the
Moon Pl 0
099A150301900 5549 Carnegie 0
099A290104700 510 Rachelle St 0
99-298-78 2026 Mercury Rd 0
098 030201500 552 James St 0
097 014706800 1882 Heidelberg Dr 0
099 032008000 542 Leona Dr 0
098 038504700 779 Cardinal Dr 0
099 075001500 1148 Arroyo Rd 0
099 030807700 676 Sonoma Ave 0
098 035610301 809 El Rancho Dr 0
903 001400400 Tranquility Circle Shea Aura Condos 0
903 001004800 Isabel Ave, Portola
Ave Isabel Crossing 0
99B-5300-10 Bear Creek Drive Garaventa Hills 0
99B-5300-10 Bear Creek Drive Garaventa Hills 0
various Arroyo Vista and
Las Positas Road Arroyo Vista 0
99-100-30-8 Portola Ave Parkview 0
099 132502902 4802 Las Positas
Road
Arroyo Vista Row
Townhomes 0
0 0
0 0
0 EXHIBIT A
782
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
13 14 15 16 17 18 19 20 21 22 23 24
Current APN Street Address Project Name+
How many of
the units
were
Extremely
Low Income?
Please select
the state
streamlining
provision the
project was

APPROVED
pursuant to.
(may select
multiple)
Infill Units?
Y/N+
Assistance
Programs for Each
Development
(may select
multiple - see
instructions)
Deed Restriction
Type
(may select
multiple - see
instructions)
For units affordable
without financial
assistance or deed
restrictions, explain how
the locality determined
the units were affordable
(see instructions)
Term of Affordability
or Deed Restriction
(years) (if affordable
in perpetuity enter
1000)+
Number of
Demolished/Destro
yed Units
Demolished
or Destroyed
Units
Demolished/
Destroyed
Units
Owner or
Renter
Total Density Bonus
Applied to the Project
(Percentage Increase in
Total Allowable Units or
Total Maximum
Allowable Residential
Gross Floor Area)
Number of Other
Incentives,
Concessions,
Waivers, or Other
Modifications
Given to the Project
(Excluding Parking
Waivers or Parking
Reductions)
List the
incentives,
concessions,
waivers, and
modifications
(Excluding
Parking Waivers
or Parking
Modifications)
Did the project
receive a reduction
or waiver of parking
standards? (Y/N)
24 0
905 001000600 Triad Dr Triad Condos (Triad
West) 0 NONE Y Other INC These are inclusionary units 55 0.0% 1 Development
Standards
Modification
No
903 001003000 Portola Ave Shea Portola Ave -
Apartments 0 NONE Y Other INC These are inclusionary units 55 0.0% 2 Development
Standards
Modification
No
903 001003000 Portola Ave Shea Portola Ave -
Condos 0 NONE Y Other INC These are inclusionary units 55 0.0% 2 Development
Standards
Modification
No
099 028301200 1699 SARDONYX
RD 0N O N E N ADUs are rented at moderate
prices
099 031607300 849 MAYVIEW
WY 0N O N E N ADUs are rented at moderate
prices
099 030604100 997 DE CAEN CT 0 NONE N ADUs are rented at moderate prices
099 134302200 247 VALLECITOS
RD 0N O N E N ADUs are rented at moderate
prices
099 133613200 573 SHERIDAN CI 0 NONE N ADUs are rented at moderate prices
099 110203100 4240 GUILFORD
AV 0N O N E N ADUs are rented at moderate
prices
097 014205900 1162 INNSBRUCK
ST 0N O N E N ADUs are rented at moderate
prices
097 014807500 1745 STERLING
CT 0N O N E Y
098 024000117 450 N
LIVERMORE AVE VINEYARD 2.0 18 NONE N LHTF, NPLH Other
097 008103004 1442 THIRD ST 0 NONE N ADUs are rented at moderate prices
099 045102400 1130 LOMITAS AV 0 NONE N ADUs are rented at moderate prices
099 134501600 256 WHITE FANG
WY 0N O N E N ADUs are rented at moderate
prices
099B810107600 2386 SPYGLASS
HILLS RD 0N O N E N ADUs are rented at moderate
prices
098 038902700 969 CAYUGA DR 0 NONE N ADUs are rented at moderate prices
099 132901700 531 LAGRANGE
LN 0N O N E N ADUs are rented at moderate
prices
099B520802900 5593 OAKMONT
CI 0N O N E N ADUs are rented at moderate
prices
099 029903000 846 SATURN WY 0 NONE N Other ADUs are rented at moderate prices
098 032000600 617 P ST 0 NONE N ADUs are rented at moderate prices
099 080300903 2602 LUCCA CT 0 NONE N ADUs are rented at moderate prices
098 034906200 1572 ELM ST 0 NONE N ADUs are rented at moderate prices
099 130002000 1908 PARKSIDE
CT 0N O N E N ADUs are rented at moderate
prices
098 039703700 1172 DELAWARE
WY 0N ONE N A
DUs are rented at moderate
prices
097 007200301 980 ACACIA WY 0 NONE N ADUs are rented at moderate prices
098A042401100 3895 HARVARD
WY 0N ONE N ADUs are rented at moderate
prices
098 038704800 640 ORIOLE AV 0 NONE N ADUs are rented at moderate prices
097 004900401 581 J ST 0 NONE N ADUs are rented at moderate prices
099 033200800 280 LOUIS CT 0 NONE N ADUs are rented at moderate prices
098A041401802 3428 EAST AV 0 NONE N ADUs are rented at moderate prices
099 045407500 1359 CHELSEA
WY 0N ONE N ADUs are rented at moderate
prices
099 133805000 4001 CAMROSE
AV 0N ONE N ADUs are rented at moderate
prices
099 045410301 2633 REGENT RD 0 NONE N ADUs are rented at moderate prices
099 133502000 1548 MURDELL
LN 0N ONE N ADUs are rented at moderate
prices
099 001502202 2680 WAVERLEY
WY 0N ONE N
098 024000117 456 LIVERMORE
AV VINEYARD 2.0 6 NONE Y LHTF, NPLH Other
097 015101102 1740 BELLA
KRISTINA LN 0N ONE N
099 134501600 256 WHITE FANG
WY 0N ONE N ADUs are rented at moderate
prices
098 040906100 2872 KALAPAKI
CM 0N ONE N
Housing with Financial Assistance
and/or Deed Restrictions Demolished/Destroyed Units Density BonusProject Identifier

EXHIBIT A
783
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
13 14 15 16 17 18 19 20 21 22 23 24
Current APN Street Address Project Name+
How many of
the units
were
Extremely
Low Income?
Please select
the state
streamlining
provision the
project was

RHODODENDRON
Ct
0N O N E N ADUs are rented at moderate
prices
097 014702900 1669 Genoa St 0 NONE N ADUs are rented at moderate prices
098A042402102 3832 East Ave 0 NONE N ADUs are rented at moderate prices
098 023000801 1923 Linden St 0 NONE N ADUs are rented at moderate prices
099 003900700 1532 Heather Ln 0 NONE N ADUs are rented at moderate prices
098 040100400 420 Colusa Wy 0 NONE N ADUs are rented at moderate prices
099 135103100 685 Shadow Mist
Ct 0N O N E N ADUs are rented at moderate
prices
099 029901300 660 Orion Wy 0 NONE N ADUs are rented at moderate prices
097 008916400 1179 Dublin Av 0 NONE N ADUs are rented at moderate prices
099 080301600 2766 Lucca Ct 0 NONE N ADUs are rented at moderate prices
097 004600201 561 M St 0 NONE N ADUs are rented at moderate prices
099 072515700 2582 Merlot Ln 0 NONE N ADUs are rented at moderate prices
099 017805002 407 Summertree Dr 0 NONE N ADUs are rented at moderate prices
098 021601400 1855 Locust St 0 NONE N ADUs are rented at moderate prices
098 034906100 733 P St 0 NONE N ADUs are rented at moderate prices
099B535405300 6010 Augusta Wy 0 NONE N ADUs are rented at moderate prices
098 029000403 1017 Ventura Av 0 NONE N ADUs are rented at moderate prices
097 006400802 856 G St 0 NONE N ADUs are rented at moderate prices
099B540600400 6476 Scenic Av 0 NONE N ADUs are rented at moderate prices
097 014509000
1820 DeVaca Wy 0 NONE N ADUs are rented at moderate
prices
098 029301500 1086 Ventura Av 0 NONE N ADUs are rented at moderate prices
099 098500400 2856 Carmen Ave 0 NONE N ADUs are rented at moderate prices
098 020101203 1641 Pine St 0 NONE N ADUs are rented at moderate prices
097 014003100 1675 Vancouver
Wy 0 NONE N Other Other JADUs are deed restricted and
rented at moderate prices 1000
099 019103600 48 Glacier Pl 0 NONE N ADUs are rented at moderate prices
098A041400804 482 School St 0 NONE N ADUs are rented at moderate prices
099 133802100 3981 Loch Lomand
Wy 0N ONE N ADUs are rented at moderate
prices
099A292703100 5639 Moreland
Way 0N ONE N ADUs are rented at moderate
prices
099 019100600 434 Yosemite Dr 0 NONE N ADUs are rented at moderate prices

EXHIBIT A
784
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
13 14 15 16 17 18 19 20 21 22 23 24
Current APN Street Address Project Name+
How many of
the units
were
Extremely
Low Income?
Please select
the state
streamlining
provision the
project was

APPROVED
pursuant to.
(may select
multiple)
Infill Units?
Y/N+
Assistance
Programs for Each
Development
(may select
multiple - see
instructions)
Deed Restriction
Type
(may select
multiple - see
instructions)
For units affordable
without financial
assistance or deed
restrictions, explain how
the locality determined
the units were affordable
(see instructions)
Term of Affordability
or Deed Restriction
(years) (if affordable
in perpetuity enter
1000)+
Number of
Demolished/Destro
yed Units
Demolished
or Destroyed
Units
Demolished/
Destroyed
Units
Owner or
Renter
Total Density Bonus
Applied to the Project
(Percentage Increase in
Total Allowable Units or
Total Maximum
Allowable Residential
Gross Floor Area)
Number of Other
Incentives,
Concessions,
Waivers, or Other
Modifications
Given to the Project
(Excluding Parking
Waivers or Parking
Reductions)
List the
incentives,
concessions,
waivers, and
modifications
(Excluding
Parking Waivers
or Parking
Modifications)
Did the project
receive a reduction
or waiver of parking
standards? (Y/N)
24 0
Housing with Financial Assistance
and/or Deed Restrictions Demolished/Destroyed Units Density BonusProject Identifier 099 026000603 165 Stanley 0 NONE N ADUs are rented at moderate prices
097 010200200 727 McLeod St 0 NONE N ADUs are rented at moderate prices
099 031307900 888 Laguna St 0 NONE N ADUs are rented at moderate prices
098 025100701 1949 Chestnut St 0 NONE N ADUs are rented at moderate prices
098 025100701 1951 Chestnut St 0 NONE N ADUs are rented at moderate prices
099B520602500 1639 Pinehurst Ct 0 NONE N ADUs are rented at moderate prices
099 030113100 1007 Mocho St 0 NONE N ADUs are rented at moderate prices
097 003900600 486 N St 0 NONE N ADUs are rented at moderate prices
098 022100400 608 N St 0 NONE N ADUs are rented at moderate prices
097 015101102 1752 Bella Kristina
Ln 0N ONE N
097 015101102 1758 Bella Kristina
Ln 0N ONE N
097 015101102 1762 Bella Kristina
Ln 0N ONE N
097 015101102 1766 Bella Kristina
Ln 0N ONE N
097 015101102 1774 Bella Kristina
Ln 0N ONE N
097 015101102 1782 Bella Kristina
Ln 0N ONE N
097 010200704 2750 Eighth St 0 NONE N
097 008501802 227 Holmes St 0 NONE N
097 010201200 2617 Seventh St 0 NONE N
099 032503200 1777 Cordoba St 0 NONE Y
905 001000403 Triad Dr Triad East 0 NONE Y Other Other
097 013600206 218 Church St 0 NONE Y
098 035602322 557 Olivina Ave 0 NONE Y
099 072505300 2352 Gamay CM NONE N
099 003105000 4828 Zinnia Ct 0 NONE N ADUs are rented at moderate prices
097 007101300 2532 College Ave 0 NONE N ADUs are rented at moderate prices
098 039907700 634 Placer Ct 0 NONE N ADUs are rented at moderate prices
099 033002800 69 Agate Ct 0 NONE N ADUs are rented at moderate prices
099 046203400 3086 Berto lli Drive 0 NONE N ADUs are rented at moderate prices
099B540401400 1435 Fox Creek Ct 0 NONE N Other Other JADUs are deed restricted and rented at moderate prices
098A042102200 429 Willow Ct 0 NONE N ADUs are rented at moderate prices
099 130506100 2124 Buckskin Rd 0 NONE N Other Other JADUs are deed restricted and rented at moderate prices
099 007704100 2648 We llingham
Dr NONE N ADUs are rented at moderate
prices
098 026300200 641 Enos Way NONE N ADUs are rented at moderate prices
099 031402400
297 Wall St NONE N ADUs are rented at moderate
prices
099 070013800 2033 Latour Ave NONE N A DUs are rented at moderate prices
098 020700404 2052 Locust St NONE N ADUs are rented at moderate prices
099 068300900 2828 Barouni Ct NONE N ADUs are rented at moderate prices
098A042602001 3856 Princeton
Way NONE N ADUs are rented at moderate
prices
099A292200200 1423 Joy Ct 0 NONE N ADUs are rented at moderate prices
099 098500302 979 Livermore Ave 0 NONE N ADUs are rented at moderate prices
098 020400300 845 L St 0 NONE N ADUs are rented at moderate prices
098 020400200 857 L St 0 NONE N ADUs are rented at moderate prices
097 003900700 466 N St 0 NONE N ADUs are rented at moderate prices
099 018705200 234 Swan Dr 0 NONE N ADUs are rented at moderate prices
099 131201300 5132 Scenic Ave 0 NONE N Other Other JADUs are deed restricted and rented at moderate prices

EXHIBIT A
785
Table A2
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
13 14 15 16 17 18 19 20 21 22 23 24
Current APN Street Address Project Name+
How many of
the units
were
Extremely
Low Income?
Please select
the state
streamlining
provision the
project was

APPROVED
pursuant to.
(may select
multiple)
Infill Units?
Y/N+
Assistance
Programs for Each
Development
(may select
multiple - see
instructions)
Deed Restriction
Type
(may select
multiple - see
instructions)
For units affordable
without financial
assistance or deed
restrictions, explain how
the locality determined
the units were affordable
(see instructions)
Term of Affordability
or Deed Restriction
(years) (if affordable
in perpetuity enter
1000)+
Number of
Demolished/Destro
yed Units
Demolished
or Destroyed
Units
Demolished/
Destroyed
Units
Owner or
Renter
Total Density Bonus
Applied to the Project
(Percentage Increase in
Total Allowable Units or
Total Maximum
Allowable Residential
Gross Floor Area)
Number of Other
Incentives,
Concessions,
Waivers, or Other
Modifications
Given to the Project
(Excluding Parking
Waivers or Parking
Reductions)
List the
incentives,
concessions,
waivers, and
modifications
(Excluding
Parking Waivers
or Parking
Modifications)
Did the project
receive a reduction
or waiver of parking
standards? (Y/N)
24 0
Housing with Financial Assistance
and/or Deed Restrictions Demolished/Destroyed Units Density BonusProject Identifier 099 004004000 144 Trevarno Rd 0 NONE N ADUs are rented at moderate prices
099 132900100 630 Alden Ln 0 NONE N ADUs are rented at moderate prices
098 035905500 1260 P St 0 NONE N ADUs are rented at moderate prices
099B810106200 2544 Spyglass Hills
Rd 0N ONE N ADUs are rented at moderate
prices
098 039406400 1551 Arlington Rd 0 NONE N ADUs are rented at moderate prices
099 097503800 3158 Rodeo Ln 0 NONE N ADUs are rented at moderate prices
097 005801902 760 L St 0 NONE N ADUs are rented at moderate prices
098A041604800 3520 Pestana Way 0 NONE N ADUs are rented at moderate prices
097 001300100 223 K St 0 NONE N ADUs are rented at moderate prices
097 013808200 1380 Berlin Wy 0 NONE N ADUs are rented at moderate prices
099 033304900 359 Pearl Dr 0 NONE N ADUs are rented at moderate prices
097 009703100 2349 Chateau Wy 0 NONE N ADUs are rented at moderate prices
099 135001700 1648 Valley of the
Moon Pl 0N ONE N ADUs are rented at moderate
prices
099A150301900 5549 Carnegie 0 NONE N ADUs are rented at moderate prices
099A290104700 510 Rachelle St 0 NONE N ADUs are rented at moderate prices
99-298-78 2026 Mercury Rd 0 NONE N ADUs are rented at moderate prices
098 030201500 552 James St 0 NONE N ADUs are rented at moderate prices
097 014706800 1882 Heidelberg Dr 0 NONE N ADUs are rented at moderate prices
099 032008000 542 Leona Dr 0 NONE N ADUs are rented at moderate prices
098 038504700 779 Cardinal Dr 0 NONE N ADUs are rented at moderate prices
099 075001500 1148 Arroyo Rd 0 NONE N ADUs are rented at moderate prices
099 030807700 676 Sonoma Ave 0 NONE N ADUs are rented at moderate prices
098 035610301 809 El Rancho Dr 0 NONE N ADUs are rented at moderate prices
903 001400400 Tranqu ility Circle Shea Aura Condos 0 NONE Y Other INC 55 0.0% 5 Development
Standards
Modification, Other
No
903 001004800 Isabel Ave, Portola
Ave Isabel Crossing 0 NONE
Y Other INC, DB 55 0.0%
9 Development
Standards
Modification
No
99B-5300-10 Bear Creek Drive Garaventa Hills 0 NONE N Other 0.0% 0 99B-5300-10 Bear Creek Drive
Garaventa Hills 0 NONE N Other INC 55 0.0%
1 Development
Standards
Modification
No
various Arroyo Vista and
Las Positas Road Arroyo Vista 0N ONE Y
99-100-30-8 Portola Ave Parkview 0 NONE Y Other INC 55 0.0% 1 099 132502902 4802 Las Positas
Road
Arroyo Vista Row
Townhomes 0N ONE Y

EXHIBIT A
786
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2024 (Jan. 1 - Dec. 31) Housing Element Implementation Planning Period 6th Cycle 01/31/2023 - 01/31/2031
1 Projection
Period 34
RHNA Allocation
by Income Level
Projection
Period -
06/30/2022-
01/30/2023
2023 2024 2025 2026 2027 2028 2029 2030 2031
Total Units to
Date (all
years)
Total Remaining
RHNA by
Income Level
Deed Restricted - - 14 - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - - 14 - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - 1 39 - - - - - - - Non-Deed Restricted 34 45 30 - - - - - - - Above Moderate 1,799 21 21 267 - - - - - - - 309 1,490 4,570
55 67 364 - - - - - - - 486 4,084 5 67
Extremely low-
Income Need 2023 2024 2025 2026 2027 2028 2029 2030 2031 Total Units to Date
Total Units
Remaining
659 - - - - - - - - - - 659 VLI Deed Restricted
VLI Non Deed Restricted
Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD's online APR system, or contact HCD staff at [email protected]. 547
14 This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs. 149 Moderate
1,317
758
696
Please contact HCD if your data is different than the material supplied here 14 2
Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
1,303
744
Please
note: For the last year of the 5th cycle, Table B will only include units that were permitted during the portion of the year that was in the 5th cycle. For the first year of the 6th cycle, Table B will only include units that were permitted since the start of the planning period. Projection Period units are in a separate column.

Progress toward extremely low-income housing need, as determined pursuant to Government Code 65583(a)(1).

Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.

EXHIBIT A
787
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning Period 6th Cycle 01/31/2023 - 01/31/2031
Date of
Rezone Rezone Type
2 4567 9 1 0 1 1
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Date of
Rezone
Very Low-
Income Low-Income Moderate-
Income
Above
Moderate-
Income
Rezone Type Parcel Size
(Acres)
General Plan
Designation Zoning
Minimum
Density
Allowed
Maximum
Density
Allowed
Realistic
Capacity Vacant/Nonvacant Description of
Existing Uses
612 732
903 001003603 and 903
001003704
501 Portola Avenue Isabel Crossing SUB22-008 7/22/2024 612 No Net Loss 9.15 Isabel Neighborhood
Specific Plan
Core residential 60 du/ac 100 du/ac 732 Vacant Vacant, undeveloped lot Note: "+" indicates an optional field
Cells in grey contain auto-calculation formulas
Summary Row: Start Data Entry Below
83 Project Identifier RHNA Shortfall by Household Income Category Sites Description 1 Sites Identified or Rezoned to Accommodate Shortfall Housing Need and No Net-Loss Law Table C

EXHIBIT A
788
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation Program 1.1.1: Residential Sites Inventory
A) If a site included in the residential sites
inventory is developed with nonresidential uses or
with fewer units than identified, verify that the sites inventory maintains sufficient capacity to meet the
City’s RHNA. If it does not, identify additional
sites/units to satisfy the RHNA, that will prevent
displacement in low resource areas or facilitate
access to moderate and high resource areas.

Maintain adequate sites to
meet the City's RHNA
When development of Housing Element sites occurs
Ongoing. Staff closely monitors the Housing Sites Inventory as new residential applications are submitted to ensure adequate capacity is maintained to meet the City's RHNA. The Isabel Crossing project (SUB22-008), located in the Isabel Neighborhood Specific Plan area (approved by City Council on 7/22/2024), resulted in a net loss of lower income units. While the project exceeded the required quantity of affordable units for the Moderate and Above-Moderate income units assumed in the Housing Element Sites Inventory , it did not meet the required 998 Lower-income units assumed in the Sites Inventory. Pursuant to State No Net Loss standards, portions of nearby sites were upzoned (APN 903-10-37-4 and 903-10-36-3) to accommodate the unmet capacity as disclosed in Table C. This resulted in a net surplus of 120 lower income units in the Isabel Neighborhood Specific Plan area. In addition, the Shea Aura project (SUB21-007, approved by City Council on 7/08/2024), also located in the Isabel Neighborhood Specific Plan area, includes four existing parcels, only one of which one is identified in the sites inventory (APN 903-0014-004-00). When looking at this parcel in isolation of others included as part of the project site, the parcel will provide 20 above moderate-income units and 2 moderate income units, which is lower than the assigned 52 above moderate-income unit capacity for this parcel in the sites inventory. However, the project site includes three additional parcels (i.e., APNs 903-0014-005-00, 903-0014-006-00, and 903-0014-007-00) that were not identified in the Housing Element’s sites inventory but have residential land use designations at densities ranging 15-40 dwelling units per acre. These parcels would be developed as part of this project with residential uses per their land use designations. Collectively, the entire project, including all four parcels, would yield 164 total units, of which 131 are above moderate income and 33 are moderate-income units. When considering the project site in its entirety, the project would result in a net gain of 79 above moderate-income units and 33 moderate-income units, far exceeding the assigned unit capacity in the sites inventory. Therefore, implementation of the project would immediately offset any loss of housing sites on APN 903-0014-004-00 and positively contribute to the remaining RHNA for the planning period by income category. As such, no sites were required to be rezoned for the Shea Aura project.

Program 1.1.1: Residential Sites Inventory
B) Maintain an online map on the City’s website of
vacant residential acreage to assist developers
with identifying land suitable for residential
development throughout the city. The map could
indicate current zoning and public facilities and
services to these sites. The map could also include
land suitable for affordable development, based on
the allowed density, in moderate and high resource
areas to facilitate new opportunities and expanded
housing mobility opportunities.

Assist at least 3 interested
developers annually to
identify suitable land for
residential development.

Create map at the time of new Housing Element adoption. Update annually thereafter throughout the planning period.

Complete. Residential site inventory maps were created as part of the Housing Element Update for the 2023-2031 cycle, adopted by City Council on March 13, 2023. To assist developers, the Housing Element and the site inventory maps identify vacant and underutilized sites in the Downtown Specific Plan Area, Arroyo Vista Neighborhood Plan, and Isabel Neighborhood Specific Plan, as well as sites in other areas of the city outside of specific plan areas (refer to Housing Element Appendix A, Figures A-1a through A-1d and A-2 and Table A). Staff closely monitors the Housing Sites Inventory as new residential applications are submitted to ensure adequate capacity is maintained to meet the City's RHNA.

Program 1.1.1: Residential Sites Inventory
C) Proactively identify areas to meet future RHNA
allocations as part of the comprehensive General
Plan Update.

Ensure General Plan and
zoning consistency to
accommodate development
of 1,317 very low-, 758 low-,
696 moderate- and 1,799
above moderate-income
housing units.

By 2025 with the adoption of the General Plan Update Ongoing. The City is preparing a comprehensive General Plan Update that has identified several Focus Areas where land use changes could occur, including those areas that can accommodate development (or redevelopment) of residential uses to help meet RNHA allocations. In addition, several property owner-initiated land use designation change requests outside of the identified Focus Areas are be ing considered as part of the General Plan Update that could also result in additional residential capacity to help meet RHNA. Adoption of the General Plan Update is anticipated in spring 2026.

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583

EXHIBIT A
789
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.1.1: Residential Sites Inventory
D) Following future amendments to the General
Plan’s Safety Element, ensure consistency with the
Housing Element, including the sites inventory.
n/a As needed Ongoing. The Safety Element was updated in 2018 to include a new goal, objectives and policies relating to and supporting the Tri-Valley Hazard Mitigation Plan, which was adopted by City Council on March 11, 2024. The goal, objectives and policies address natural hazard mitigation an d protecting people, property and the environment from natural hazards. In addition, the City is preparing a comprehensive General Plan Update which will include updates to the Safety Element. All updates will be reviewed for consistency with the adopted Housing Element.

Program 1.2.1: General Plan and Specific Plans
A) Continue to update and amend the General Plan
as needed and appropriate to provide a range of
housing types (including missing middle housing),
densities, and affordability levels.
n/a As projects are proposed; reviewed annually Ongoing. As part of the ongoing efforts to update the General Plan, the City approved the preferred land use scenario in June 2024, which will serve as the foundation for the General Plan land use map. This scenario includes proposed land use designation changes aimed at providing a diverse range of housing types and various densities. In conjunction with the General Plan Update, the Development Code Update will revise protocols and procedures in accordance with State Housing Law to streamline and facilitat e housing development for a variety of housing types, densities, and income levels. Adoption of the General Plan Update is anticipated in spring 2026. The Housing Chapter of the Development Code is expected to be completed and considered for approval by City Council in late summer 2025
Program 1.2.1: General Plan and Specific Plans
B) Continue to update and amend the Downtown
Specific Plan as needed and appropriate to
facilitate downtown revitalization, the provision of
affordable housing, and mixed-use development to
facilitate income integration, housing mobility
opportunities and access to transit, resources, and
amenities.

Approve or maintain the
potential for 37 moderate and
141 lower-income housing
units in the DSP area.

As projects are proposed; reviewed annually Ongoing. The city cont inues to facilitate the implementation of the Downtown Specifi c Plan, of which the most recent amendments were adopted by the City Council in 2022. While there were no new residential housing projects applied for in 2024 within the Downtown Specific Plan area, the City remains committed to encouraging mixed-use development, affordable housing initiatives, and downtown revitalization projects.

Program 1.2.1: General Plan and Specific Plans
C) Continue to update and amend the Isabel
Neighborhood Specific Plan as needed and
appropriate to facilitate a complete, income-
integrated, transit- oriented community that
promotes housing mobility opportunities.

Approve or maintain the
potential for 1,570 lower-
income and 1,753 above
moderate-income units in the
INSP area.

As projects are proposed; reviewed annually Ongoing. In 2024, the City Council approved an amendment to the Isabel Neighborhood Specific Plan to increase the lower income inclusionary requirement for for-sale units in th e Specific Plan area to generate more lower Income units in the Specific Plan in the future and help the Inclus ionary Ordinance keep better pace with current RHNA requirements. In addition, the City approved entitlements totaling nearly 1,500 multifamily units in the Isabel Neighborhood Specific Plan in 2024, and issued building permits for over 320 multi-family units.

Program 1.2.1: General Plan and Specific Plans
D) Continue area planning efforts for the
Southfront Priority Development Area (PDA)
surrounding the future Southfront Valley Link
station. Revise the General Plan designations and
zoning accordingly to allow for mixed-income
residential transit-oriented development.

Up to 7,500 housing units to
facilitate income integration
and housing mobility
opportunities.

This area is a Focus Area in the General Plan Update, which will be completed by 2025. Complete any subsequent planning efforts by 2030.

Ongoing. As part of the comprehensive General Plan Update, this area has been renamed and is referred to as the Midtown Focus Area. The City Council approved the preferred land use scenario in June 2024, which will serve as the foundation for the General Plan land use map. This scenario includes proposed land use designation changes aimed at providing a diverse range of housing types and various densities in the Midtown Focus Area, which has the highest concentration of housing and mix of housing types and densiti es of the General Plan Focus Areas. Adoption of the General Plan Update is anticipated in spring 2026.

EXHIBIT A
790
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.3.1: Development Code Amendments
A) Continue to facilitate development of
Accessory Dwelling Units (ADUs) by maintaining
standards that are consistent with State law. This
includes allowing ADUs in all zoning districts
where single-family and multifamily residential
dwellings are allowed and creating a resource
center on the City’s website that connects
community members to materials and programs
like the CalHFA ADU grant program.
325 ADUs during the 6th
Cycle Projection Period;
encouraging at least half of
these to be in neighborhoods
dominated by single- family
development to promote
housing mobility
opportunities.

The City will begin a comprehensive Development Code Update in January 2023. Year one of the three-year program includes updates for consistency with State legislation. The City will update the ADU ordinance by December 2023, then every two years as needed to comply with current state law.

Ongoing. The City waives certain development fees for ADUs consistent with State ADU law. In 2024, the City issued new building permits for 31 ADUs and issued certificates of o ccupancy (completed) for 45 ADUs; the majority of which are located within existing single family neighborhoods. In addition, the City is preparing a Development Code Update, which includes a Housing Chapter to codify protocols and procedures for implementing new State housing laws, including refining guidance to facilitate the development of ADUs. Lastly, in December 2024, staff applied to State Senator Glazer's ADU Accelerator Program to accelerate ADU production through homeowner rebates. Livermore is eligible for approximately $160,000, and staff expects to provide rebates to approximately 27 ADUs before September 2026.

Program 1.3.1: Development Code Amendments
B) Monitor ADU construction and affordability
levels to determine whether the rate is on track to
meet target numbers anticipated in this Housing
Element. Implement additional actions, such as
additional outreach, resources, or incentives, if
targets are not met. See Program 1.4.1.D.
58 ADU building permits
between June 30th, 2022, and
the end of 2024, with at least
30 in predominantly
single-family neighborhoods.

Annually, starting in January 2024 as part of the 2023 Housing Annual Progress Report
Ongoing. In 2024, the City issued new building permits for 31 ADUs and issued certificates of occupancy (completed) for 45 ADUs; the majority of which are located within existing single family neighborhoods.

Program 1.3.1: Development Code Amendments
C) Continue to allow mobile and manufactured
homes that meet State and City codes, as well as
the City’s design review requirements, in all
residential districts.
40 new mobile or
manufactured homes over
the next 8 years, encouraging
at least 15 in high resource
areas.

Ongoing as the City assists applicants at the Permit Center Ongoing. The City issues permits for several manufactured units each year, typically for Accessory Dwelling Units.

Program 1.3.1: Development Code Amendments
D) Establish standards for smaller unit types,
such as tiny homes and single room occupancies
to meet the housing needs of lower-income
households and other populations at risk of
displacement.
20 small unit types over the
next 8 years, encouraging at
least 10 in high resource and
single-family housing
dominated areas, to prevent
displacement and facilitate
housing mobility
opportunities.

By December 2024 as part of the comprehensive Development Code Update.

Ongoing. The Development Code Update includes policies for expanding opportunities for these housing types including emergency shelters, mobile home ordinance, agricult ural employee housing units, and other supportive housing options to address the housing needs of lower-income households and other populations at risk of displacement. The Development Code Update will include a new Housing Chapter to: 1) codify requirements and procedures for implementing new State housing laws; 2) provide Objective Design Standards; and 3) streamline review authority. It is expected to be completed and considered for approval by City Council in late summer 2025.

Program 1.3.1: Development Code Amendments
E) Establish standards consistent with Senate Bill
9 to allow ministerial two-unit residential
developments and lot splits in single-family zones.

The City currently allows development of
residential units and lot splits in compliance with
Senate Bill 9. The City will encourage homeowners
on large lots in predominantly single-family
neighborhoods to consider SB 9 as an opportunity
to introduce middle-density housing and the
associated benefits.
10 units through SB 9 infill
development, encouraging
construction in large- lot,
single-family neighborhoods
to promote housing mobility
opportunities through
increased density.

By December 2023 as part of the comprehensive Development Code Update; Provide informational materials on the City’s website on the SB 9 process within 2 months of establishing standards
In progress. Amendments to respond to all updates to new State housing laws, including SB 9, have been drafted as part of the comprehensive Development Code Update Housing Chapter, to be considered for approval by City Council in late summer 2025. In addition, the City established an informational handout to accompany the general application for applicants applying for development and/or lot splits pursuant to SB 9. This informational handout is posted to the City's website and updated as needed in response to changing State law.

EXHIBIT A
791
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.3.1: Development Code Amendments
F) Establish Objective Design Standards to
facilitate streamlined project permitting.
n/a By December 2023 as part of the comprehensive Development Code Update
In progress. The Development Code Update, including Objective Design Standards, is expected to be completed and considered for approval by City Council in late summer 2025.

Program 1.3.1: Development Code Amendments
G) Remove barriers to residential development of
small properties. The specifics of these changes
will be discussed when the Development Code
Update gets underway in 2023 but could include
adjustments to fees and requirements for
setbacks, open space, parking, etc. As part of this
work, the City will consider a more streamlined
review process for smaller projects (see Program

1.4.1).
n/a By December 2023 as part of the comprehensive Development Code Update
In progress. The City continues to explore options to remove barriers to the development of small properties as part of the General Plan and Development Code Updates in progress. The Development Code Update is expected to be completed and considered for approval by City Council in late summer 2025.

Program 1.4.1: Reduce Governmental Constraints
A) Identify opportunities to streamline permitting
processes, including ministerial approvals and
electronic application submittals and review. See
also Program 1.3.1.G. The City is currently BETA
testing electronic submittal in its Accela software
permit tracking system with plans to accept
electronic submittals. The new electronic public
portal should be ready for electronic submittal of
all projects in early 2023.
n/a Electronic submittal system s hould be operational by early 2023.

Additional opportunities for ministerial approval will be completed by December 2024 as part of the Development Code Update. See also Program 1.3.1.G.

In progress. The Development Code Update, including streamlining review authority, is expected to be completed and considered for approval by City Council in late summer 2025. Also in 2024, the City implemented DigEplan software for electronic submittal of residential applications, which has requir ed the digital submittal of project materials to further streamline the review process.

Program 1.4.1: Reduce Governmental Constraints
B) Establish standards to specify SB 35 and SB
330 streamlining approval processes and
standards for eligible projects to promote
provision of affordable housing.
n/a By December 2023 as part of the
comprehensive Development Code
Update.

In progress. The Development Code Update includes amen dments to codify all updates to State housing laws, including SB 35 and SB 330, as well as includes local procedur es for their implementation. Informational handouts will be developed to accompany these applications. In addition, the City 's website includes a dedicated page called, "How to Submit an Application" with application materials and detailed instructions, including SB 35 and SB 330). The development Code Update is expected to be completed an d considered for approval by City Council in late summer 2025

EXHIBIT A
792
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.4.1: Reduce Governmental Constraints
C) Monitor development fees to ensure they are
reasonable and do not unduly constrain
development while protecting the quality, health,
and public safety of the community. Analyze the
design review fee and all other fees required for
multifamily development and reduce them if found
to be a constraint. This would include adjusting
fees for smaller unit types like ADUs/JADUs, tiny
homes, and other missing middle housing. The
analysis process will include meeting with
multifamily developers/applicants to get their input
regarding constraints associated with fees.
n/a Following completion of the General Plan Update and year two of the Livermore Development Code Update in December 2024, the Community Development Department will engage the community and stakeholders and conduct a comprehensive development impact and entitlement fee update by September 2025. Specific steps for the first analysis and update during the planning period are outlined below. As part of this process, the City will examine development fees as they relate to housing to ensure they are not a barrier to new housing. • The General Plan update process explores and evaluates different land use patterns and types.
• The land use evaluation will identify necessary infrastructure needs:
transportation improvements,
water, sewer, stormwater, parks, schools, and library services, etc. • As part of General Plan implementation, the City will identify total costs to construct new and upgrade existing systems. • Following adoption, the City will conduct fee studies to determine new infrastructure costs per land uses type necessary to cover costs over the 20-year time horizon of the General Plan, 2045. Timeline:
• Meet with developers/applicants by December 2024.
• Complete analysis of the design review fee and other multifamily fees by June 2025. The analysis will
include a nexus study conducted by an outside consultant. • City Council review and adoption by September 2025.

This timeline makes sense for Livermore because the City is comprehensively updating its General Plan, which is anticipated to be adopted in 2024/2025. Subsequently, the City will do the analysis and development fee update described above to reflect the new General Plan land use map and corresponding
infrastructure needs.

Ongoing. The City continues to use various practices to offset potential negative effects of development impact fees on housing development and cost. The City updated its development fees in 2024 to reflect cost of living changes, in accordance with local ordinance. In addition, the comprehensive General Plan explores the different land use scenarios and will evaluate infrastructure needs to facilitate further economic analysis. The General Plan Update is anticipated to be completed and considered by the City Council by spring 2026.

Program 1.4.1: Reduce Governmental Constraints
D) Continue to encourage the development of
accessory dwelling units by waiving certain
development impact fees. Promote the availability
of these incentives in high resource areas to
expand housing mobility opportunities for lower-
income households.

Promote the development of
325 ADUs over the planning
period, targeting at least 10
percent of those in high
resource areas. (See
Program 1.3.1.A)
Ongoing; add information on incentives to the City’s website by December 2023, updating as needed, and mailing information to homeowners in high resource areas in January 2024 and every other year thereafter.

EXHIBIT A
793
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.4.1: Reduce Governmental Constraints
E) Create user-friendly, accessible, and multi-
lingual information guides about standards and
review processes for residential projects (ADUs,
SB 9 projects, SB 35 and SB 330 streamlining, etc.)
to improve housing mobility. Make this information
available on the City’s website, at the Permit
Center, and in local gathering places in areas of
need such as the Rincon Branch library.
n/a Make guides available on the City's website by December 2023. Update on an ongoing basis as needed.

Ongoing. Informational handouts for streamlining ADUs and SB9 are available on the City's website to help assist applicants during the application process. The City is deve loping additional informational guidance for SB 35 and SB 330 and will continue to update the materials as necessary to comply with State housing laws. In addition, the City's website includes a dedicated page called, "How to Subm it an Application" with application materials and detailed instructions, including SB 35 and SB330).

Program 1.4.1: Reduce Governmental Constraints
F) Improve internal systems for collecting,
tracking, and analyzing housing project data to
better understand housing development trends in
Livermore and streamline annual State reporting
requirements.
n/a By December 2024 Ongoing. The City continues to use Accela permit tracking software to record and monitor development applications.

In addition, in 2024, the City implemented DigEplan software fo r electronic submittal of residential applications, which has required the digital submittal of project materials and further streamline the review process.

Program 1.5.1: Universal Design
A) Update the City’s residential design guidelines
and standards to encourage “visitability” and
universal design features in new homes and
accessory dwelling units.
10 universal design housing
units to facilitate
accessibility for persons with
disabilities and seniors;
encouraging at least 5 of
these units to be located
near transit stations and
services
Update the City’s Design Standards and Guidelines after completion of the General Plan Update and Development Code Update in December 2025.

In progress. The Development Code Update, including Objective Design Standards, is expected to be completed and considered for approval by City Council in late summer 2025.

Program 1.5.1: Universal Design
B) Expand consumer awareness by providing
information on universal design features at the
City’s Permit Center and develop resource
information for the City’s Permit Center website.
n/a Make information available on the City’s website by December 2024. Ongoing. The City has not yet developed Livermore-specific resources on universal design features, but provides information and guidance upon request at the Permit Center.

Program 1.5.1: Universal Design
C) Continue to implement Building Code
accessibility requirements that apply to projects
that incorporate universal design features to
promote integrated housing accessible to seniors
and persons with disabilities.

See Program 1.5.1A Ongoing as the City assists applicants at the Permit Center and through plan checks.

Ongoing. The City has not yet developed Livermore-specific resources on universal design features, but provides information and guidance upon request at the Permit Center.

EXHIBIT A
794
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.5.2: Licensed Community Residential
Care Facilities
A) Consistent with State law, continue to allow
Residential Care Facilities serving 6 or fewer
persons in all residential districts as a means of
providing housing for special needs groups.

Update the Development Code to allow this size of
facility in additional zoning districts where required
by State law
n/a By December 2023 as part of the comprehensive Development Code Update.

In progress. The Livermore Development Code continues to allow licensed community residential care facilities in the residential zoning districts.

Program 1.5.2: Licensed Community Residential
Care Facilities
B) To affirmatively promote more inclusive
communities, the City will update the Development
Code requirements for Residential Care Facilities
serving 7 or more persons to permit them as a
residential use subject to the same standards that
apply to other residential uses of the same type in
the same zone.
n/a By December 2023 as part of the comprehensive Development Code Update.

In progress. The City intends to update the requirements for Residential Care Facilities, as necessary, upon completion of the Development Code Update.

Program 1.5.3: Special Housing Needs
A) Work with housing providers to ensure that
special housing needs are addressed to reduce
displacement risk for large families, female-headed
households, college students, and single-parent
households with children, through a combination
of regulatory incentives, zoning standards,
affordable housing programs described in Goal 3,
rehabilitation and neighborhood improvement
efforts described in Goal 4, and supportive
services programs. The City will also continue to
encourage the production of units with three or
more bedrooms for large families in moderate- and
high-resource areas to facilitate housing mobility
opportunities for lower- income households and
households with special needs.

Support the creation or
rehabilitation of at least 100
units of housing for people
and families with special
housing needs over the
planning period through
development agreements
with Eden Housing and the
Livermore Housing Authority
to develop projects such as
Downtown Livermore
Apartments.

Ongoing and evaluate opportunities annually including meeting with housing providers.

Ongoing. In 2024, the City supported programs that expand the supply of housing units for families with special housing needs through partnerships with Eden Housing and Livermore Housing Authority on projects such as Downtown Livermore Apartments, and the Family Homeless Challenge Program at Leahy Square Apartments which will serve families with children in 3-Bedroom units. The Downtown Livermore Apartments is currently in the financing stage. The City also negotiated with the developer of Isabel Crossing to include 3-Bedroom units in the affordable rental housing component of that project. The City has also provided anti-displacement support through partnerships with Centro Legal for eviction moratorium trainings, and wo rkshops. The City has partnered with ECHO Housing to provide fair housing and tenant protection services to Livermore residents.

EXHIBIT A
795
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.5.3: Special Housing Needs
B) Work with housing providers to ensure that
special housing needs are addressed to reduce
displacement risk for persons with physical,
behavioral, and developmental disabilities through
a combination of regulatory incentives, zoning
standards, affordable housing programs described
in Goal 3, rehabilitation and neighborhood
improvement efforts described in Goal 4, and
supportive services programs. The City will also
continue to encourage the production of units with
special adaptations for people with disabilities, per
California Title 24 standards.

Support the creation or
rehabilitation of at least 20
units of permanent
supportive housing for
people with disabilities over
the planning period on sites
throughout the City by
providing funding.

Ongoing and evaluate opportunities annually including meeting with housing providers.

Ongoing. The City partnered with Tri-Valley Reach to purchase a 3-bedroom BMR townhouse for extremely low- income individuals with disabilities in Livermore. The units are permanent supportive housing that allows the residents to live independently in their communities. In 2024, the City provided financial support for expansion of the townhouse unit with a fourth bedroom to house an additional tenant.

Program 1.5.3: Special Housing Needs
C) Work with housing providers to ensure that
special housing needs are addressed to reduce
displacement risk for seniors through regulatory
incentives, zoning standards, affordable housing
programs described in Goal 3, rehabilitation and
neighborhood improvement efforts described in
Goal 4, and supportive services programs. The City
will also continue to encourage the production of
senior housing, including assisted living facilities
and application of universal design standards in
new housing units.

Support the creation or
rehabilitation of at least 100
units of housing for seniors
over the planning period
through development
agreements with Satellite
Affordable Housing
Associates and Interfaith
Housing for projects such as
Pacific Avenue Senior
Apartments.

Ongoing and evaluate opportunities annually. Ongoing. In 2024, the City continuously supported grants and programs that expand t he supply of housing units for seniors, such as the Senior Support Program of the Tri-Valley and Community Resources for Independent Living (CRIL), and encourage seniors and disabled persons to age in place and to facilitate independent living. in addition, the Pacific Avenue Senior Apartments Phase 1 project, which will provide 78 units for seniors, was approved for tax credit financing in 2024. Development loan documents will be presented to City Council in early 2025 with anticipated commencement of construction of Phase 1 for 2025. The full project scope, including Phase 1 and Phase 2 is 140 senior units.

Program 1.5.3: Special Housing Needs
D) Support “aging in place” through community
design, partnering with organizations that provide
support services, and encouraging accessibility
improvements to rental housing.

Support the creation of at
least 15 accessible rental
units through production of
new units that meet ADA
guidelines or modification of
existing units that do not
currently meet ADA
guidelines
Ongoing and evaluate opportunities annually. Ongoing. The City continuously seeks partnerships with non profit services agencies to identify opportunities to make housing units for seniors and persons with disabilities more accessible such as the Senior Support Program of the Tri- Valley and Community Resources for Independent Living (CRIL), and encourage seniors and disabled persons to age in place and to facilitate independent living.

EXHIBIT A
796
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.5.3: Special Housing Needs
E) Work with housing providers to ensure that
special housing needs are addressed to reduce
displacement risk for extremely low-income
unhoused individuals and families through a
combination of regulatory incentives, zoning
standards, affordable housing production and
preservation programs described in Goal 3, and
supportive services programs. The City will also
continue to encourage the production of smaller
units to address the shortage of affordable units
for single adults experiencing homelessness,
including single-room occupancy units in areas
accessible to support services and transit
opportunities.

See Program 1.3.1. D Support
the creation of at least 30
new units of permanent
supportive housing for
people experiencing
homelessness over the
planning period through
funding agreements with
developers like Housing
Consortium of the East Bay
for projects such as Vineyard

2.0 and supportive shared
housing expansion.

Ongoing and evaluate opportunities annually. Ongoing. In January 2024, the Vineyard project opened its doors to 24 extremely and very low-income, formerly homeless households in need of permanent supportive housing. The project also offers a food pantry, and a homeless shelter that will operate 7 days a week in winter conditions . The homeless Shelter will be staffed with the Housing Navigator, which will assist people at risk or experie ncing homelessness. The units are a combination of studios and one-bedroom units.

Program 1.5.3: Special Housing Needs
F) Increase the supply of housing affordable to
farmworkers, many of whom are lower income.

Review the Development Code for compliance with
the state Employee Housing Act (Health & Safety
Code Sections 17021.5, 17021.6, and 17021.8). If
needed to comply with the Act, make amendments
to allow housing for 6 persons or less in residential
zones in the same way residential structures are
allowed (Section 17021.5). Also, if needed, allow
for employee housing of no more than 12 units or
36 beds as an agricultural use, and permit in the
same manner as other agricultural uses in the
same zone (Section 17021.6). Finally, make
amendments if needed to address the
requirements of Section 17021.8 which requires
ministerial approval of certain farmworker housing
projects that meet the criteria in that section.

Facilitate construction of
farmworker housing through
development code
amendments (see Program

1.3.1).

By 2024 In progress. The City will ensure compliance with the State Employee Housing Act upon completion of the comprehensive Development Code Update.

EXHIBIT A
797
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 1.5.3: Special Housing Needs
G) Incorporate the needs of farmworkers and their
families into City affordable housing programs. The
City may also support providers of farmworker
housing in accessing state and federal funds.

Prepare a brief on
farmworker housing
solutions that is developed
with direct input from
farmworkers, community
organizations like La Familia,
and employers like Wente
Vineyards and implement
brief recommendations by
December 2026. The brief will
also identify opportunities in
the South Livermore Valley
Specific Plan and other rural
residential and agricultural
areas.

By December 2026 To be implemented before the end of the 2026 program period.

Program 1.5.3: Special Housing Needs
H) Require affordable housing developers to
partner with trusted community partners to
coordinate outreach about affordable housing
opportunities and to assist farmworkers and their
families in applying for affordable housing.

Adopt affordable rental
development guidelines that
include outreach
requirements for
farmworkers.

Within 1 year of Housing Element adoption Ongoing, The City is de veloping affordable rental standards and requirements which will include farmworker outreach.

Implementation of the adopted guidelines is expected in 2025.

Program 1.5.3: Special Housing Needs
I) Conduct targeted and multilingual outreach
strategies described in Program 3.3.1 for groups
with special housing needs to increase access to
City housing programs
See Program 3.3.1 Ongoing; conduct outreach at least every other year, beginning in 2024 Ongoing. The City is developing affordab le rental standards and requirements, which include accessible and multilingual outreach strategies. Implementation of th e adopted and revised guidelines is expected in 2025.

Program 1.5.3: Special Housing Needs
J) Update the City’s findings for Reasonable
Accommodation to remove the following findings:
1) Whether there are alternatives to the requested
waiver or exception that could provide similar
benefits to the applicant with less potential
detriment to surrounding owners and occupants or
to the general public and 2) Physical attributes of
the property and structures to ensure the findings
are objective and consistent with fair housing laws.
n/a Update the Reasonable Accommodation findings in the City’s Development Code by 2024.

Ongoing. The Livermore Development Code outlines procedures to address reasonable accommodation (Chapter

9.06). These procedures will be incorporated into the Housing Chapter as part of the Development Code Update.

Program 2.1.1: Monitor Infrastructure Needs
A) Continue to analyze infrastructure needs and
capacity to balance residential growth with the
provision of adequate infrastructure and services.
n/a As part of the General Plan Update, anticipated to be completed in December 2025, then every three years
Ongoing. The comprehensive update to the General Plan and its associated Environmental Impact Report will evaluate infrastructure needs based on the preferred land use scenario (approved by City Council in June 2024). In addition, the 2023-2028 CIP includes public infrastructure projects necessary to support the General Plan, Specific Plans, and Neighborhood Plan areas.

EXHIBIT A
798
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 2.1.1: Monitor Infrastructure Needs
B) Review infrastructure needs to support
intensified development on infill sites within city
limits and in the Downtown area; program
improvements and upgrades into the City’s CIP.
n/a Bi-annually, as part of CIP updates Ongoing. The City annually reviews and amends its CIP as needed to accommodate upgrades to support intensified development. The 2023-2028 CIP includes Downtown revitalization projects such as the Livermore Village Parking Garage, Flagpole Plaza and Downtown Streetscape Impr ovements, Downtown Sidewalk and Miscellaneous ADA Improvements, Downtown Landscape Rehabilitation, and Veterans Park.

Program 2.1.1: Monitor Infrastructure Needs
C) Work with the City’s water and sewer providers
to ensure the availability and adequate capacity of
water and wastewater systems to accommodate
the housing needs during the planning period.
n/a As part of the General Plan Update, anticipated to be completed in December 2025, and ongoing as projects are proposed
Ongoing. The City’s 2023-2028 CIP includes improvements/upgrades to water and wastewater systems. The City continues to work with Cal Water Service Company during the review of projects within their service area.

Program 2.1.1: Monitor Infrastructure Needs
D) Provide a copy of the Housing Element and any
future amendments to the utility providers
immediately after adoption.
n/a After adoption of the Housing Element and as needed Completed for the 2023-2031 Housing Element. In addition, the Housing Ele ment is available on the City's website at:
https://www.livermoreca.gov/departments/community-development/planning/housing-element. No updates to the Housing Element have occurred
Program 2.1.2: Support Mixed-Use, Transit-
Oriented, and Equitable Development
A) Promote lot consolidation to increase
opportunities for mixed-use development.
n/a Ongoing as the City assists applicants at the Permit Center, and as part of the Development Code Update
Ongoing. The City continues to explore funding sources to assist with lot consolidation and increase opportunities for mixed use development in, especially in the General Plan Focus Areas.

Program 2.1.2: Support Mixed-Use, Transit-
Oriented, and Equitable Development
B) Continue to require minimum residential
densities in areas designated for transit- oriented,
mixed-use development to ensure higher density in
these areas and promote mixed-income
neighborhoods. The City is already implementing
trail connections as shown in the City’s adopted
Active Transportation Plan and frontage sidewalk
and mobility curb cuts as a condition of approval
on development projects. The City is planning to
build some key trail connections as a city CIP
project (e.g. Arroyo Road trail, Arroyo Las Positas
Trail). Finally, the City is midway through an
intensive public outreach process to design and
implement improvements to the East Avenue
corridor to improve safety and usability for
pedestrians and bicyclists.
n/a Ongoing as projects are reviewed. New residential zones adjacent to transit will be identified as part of the General Plan Update and Development Code Update, anticipated to be completed in December 2025
Ongoing. There are minimum residential densities in the Do wntown area to support higher density housing in this mixed use, transit-oriented neighborhood. The City also adopted the Isabel Neighborhood Specific Plan to guide development around the proposed Valley Link station. The Plan calls for a mix of higher density housing types to take advantage of regional transit access and support Housing Elemen t goals. In addition, as part of the General Plan Update, the Midtown Focus Area, identified as a Development Area in regional planning document, has the highest concentration of housing and mix of housing types and densit ies of the General Plan Focus Areas. The existing Vasco ACE Station is in the southeastern portion of the Focus Area near the existing Brisa Neighborhood. In addition, a planned Valley Link station area is proposed within this Focu s Area located within the I-580 median approximately midway between the First Street Interchange and Vasco Road Interchange. Any future development in the Midtown Focus area would be required to meet the minimum residential densities.

EXHIBIT A
799
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 2.1.2: Support Mixed-Use, Transit-
Oriented, and Equitable Development
C) Continue to use existing density incentives and
develop additional incentives to promote mixed-
use and more intense residential development near
transit to facilitate income integration.
n/a Ongoing; identify additional incentives by December 2025 as part of the Development Code Update, advertise to the development community by May 2027 and annually thereafter
Ongoing. The City continues to explore opportunities for promoting high density residential development. For example, the City adopted the Isabel Neighborhood Specific Plan (INSP), which established a goal for 25 percent of the approximately 4,095 new housing units to be offered at affo rdable prices/rents, with a project-level minimum of 15 percent. The INSP provides flexible development standards and parking requirements, allows for master planning across adjacent blocks, and facilitates environmental str eamlining, as incentives to encourage mixed-use, transit- oriented development. In the INSP in 2024, the City permitted 328 units and entitled an additional 1494 units within

0.25 miles of the planned Valley Link Transit Station.

Program 2.1.2: Support Mixed-Use, Transit-
Oriented, and Equitable Development
D) Update existing community benefit and/or
other land value recapture strategies such as the
Human Services Facility Fee to increase proximity
to services and other opportunities throughout the
city to improve place- based strategies toward
community revitalization
Update at least one
community benefit strategy
within 5 years of Housing
Element adoption.

Within 5 years of Housing Element adoption Ongoing. In 2024, the City identified and worked with a consultant on a Nexus study t o update the Human Services Facility Impact Fee. This development impact fee supports the construction of new community care facilities that address the expanding need for community services that comes with new residential development.

Program 3.1.1: Inclusionary Housing Ordinance
A) Continue to implement the inclusionary
housing ordinance and continue to require
developers to identify the location of inclusionary
units. Work to approve inclusionary units in
moderate- and high-resource areas to facilitate
housing mobility opportunities for lower- and
moderate-income households and encourage
partnerships between supportive housing
providers and developers to implement
inclusionary housing requirements.

Produce at least 100
affordable units for low- and
moderate- income
households through the
inclusionary housing
ordinance,
encouraging at least half of
these units to be integrated
into low-density and single-
family dominated
neighborhoods, or in high
resource areas
Commence immediately and engage developers as new projects are submitted at least annually
Ongoing. In 2024, the City executed a Low-Income Housing Agreement with DeNova Homes for one residential project, known as Triad East (Amarone), securing 34 for-sale affordable units for median and moderate-income buyers in the future. The City also negotiated and entered into a Development Agreement with the developer of the Isabel Crossing project which will provide 1,299 new residential units, with 28%, or 363 units being restricted as affordable at very low to moderate income levels.

Program 3.1.1: Inclusionary Housing Ordinance
B) Implement accessible and multilingual
communication and outreach strategies for
potential tenants and owners of inclusionary units.

Adopt policies and
procedures with inclusive
outreach and marketing
standards.

Within 1 year of Housing Element Adoption Ongoing. The City is de veloping affordable rental standards and requirements which wil l include accessible and multilingual outreach strategies and will update existing affo rdable homeownership guidelines. Implementation of the adopted and revised guidelines is expected in 2025.

EXHIBIT A
800
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.1.2: Density Bonuses and Incentives
A) Continue to ensure new residential projects are
consistent with current State Density Bonus
regulations and continue to encourage the use of
both the State Density Bonus Program and the
City’s density incentives for affordable and senior
housing. In addition, update the local density
bonus regulations as needed during the planning
period for consistency with State Density Bonus
law. The City reviews Density Bonus applications
in compliance with state law even if an update to
the local ordinance is pending.
125 lower income units,
encouraging at least 50 in
high resource areas to
facilitate housing mobility,
and 30 in low resource areas
to reduce potential for
displacement.

Ongoing as projects are reviewed. Update local density bonus regulations by December 2023 as part of the Development Code Update. Continue to update local density bonus regulations within 1 year of substantive updates to State Density Bonus Law throughout the planning period so in the fall after the governor’s signature deadline starting in Fall 2023.

Ongoing. The City updated Chapter 6.02.030 of the Livermore Development Code to be consistent with State Density Bonus regulations in December 2020. The City reviews requests for Density Bonuses during the development review process. In addition, the Development Code Update will include a new Housing Chapter to codify requirements and procedures for implementing new State housing laws, including State Density Bonus Law. The Housing Chapter of the Development Code Update is expected to be completed and considered for approval by City Council in late summer 2025.

Program 3.2.1: Affordable Housing Fund
A) Continue to administer the Low-Income
Housing Impact and In-Lieu fees and use the
Affordable Housing Fund to provide affordable and
permanent supportive housing opportunities for
extremely, very, and low income households and
people with special housing needs, encouraging
the use of these programs for projects in high
resource areas, or in areas which reduce potential
for displacement of residents in their existing
neighborhoods.

Provide funding to at least
three affordable housing
projects that create homes
for lower income households
(20 percent to 80 percent of
Area Median Income) and
people with special housing
needs in moderate or high
resource areas.

Biannually through budget process Ongoing. In 2024, the City supported the successful financing of the first 79 unit phase of Pa cific Avenue Senior Apartments. This project successfully secured tax credit and HUD 202 financing in 2024 and will begin construction in 2025.

Program 3.2.1: Affordable Housing Fund
B) Pursue additional funding sources and
opportunities to leverage existing funding to
increase resources for affordable housing
programs.

Apply to an average of 1
funding source annually to
support affordable housing
programs
Ongoing. Submit applications for funding annually. Ongoing. The City applied for Permanent Local Housing Allocation (PLHA) funding from the State Housing and Community Development (HCD) in June 2024. In December 2024, the City was awarded $1,068,089 for 2019-2022 funds and executed a Standard Agreement with the State to support projects focused on addressing homelessness, rapid rehousing, shelter operations, and housing navigation.

Additionally, in February 2024, the City applied for the second round of the Family Homelessness Challenge Grant from CA HCD and was awarded an additional $289,770, bringing the total funding to $890,000. These funds will support the Leahy Square project, which aims to assist homeless or a t-risk families within the Livermore Valley Unified School District
Program 3.2.1: Affordable Housing Fund
C) Continue waiving applicable fees and provide
funding to offset development fee costs for
affordable units, prioritizing those that provide the
greatest level of affordability and serve special
needs households, to facilitate new affordable
housing opportunities in moderate and high
resource areas.

Waive fees or provide
funding for the creation of 50
affordable units that create
homes for lower income
households and people with
special housing needs in
moderate or high resource
areas.

By 2031 Ongoing. Eligible projects anticipated in 2025.

EXHIBIT A
801
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.2.2: Support Acquisition and
Development of New Sites for Affordable Housing
A) In an effort to facilitate new affordable housing
opportunities, utilize a variety of methods to
increase the inventory of properties for future
development of affordable and permanent
supportive housing, including land dedication and
acquisition of properties for conversion or
construction of affordable units in opportunity-rich
locations near transit, services, and key amenities.

Support a nonprofit partner’s
acquisition of at least one
new affordable housing site
during the planning period
Ongoing Ongoing. In 2024, the City continued to provide funding and supported programs that expand the supply of housing units for individuals with disabilities through partnerships wi th Tri-Valley REACH. Tri-Valley REACH acquired a townhouse property using a loan from the City's HOME funds, and expanded the unit to a 4-bedroom for shared, supportive housing for extremely low-income persons with dis abilities, using a loan from the City's PLHA funding.

Program 3.2.2: Support Acquisition and
Development of New Sites for Affordable Housing
B) Continue to provide financial resources to
nonprofit organizations like Housing Consortium
of the East Bay (HCEB) and Bay Area Community
Services to increase the existing affordable
housing stock through market rate conversions
and adaptive reuse, prioritizing units that both
prevent displacement in low resource areas and
facilitate access to moderate and high resource
areas.

Support the acquisition and
conversion of at least one
market rate property to
affordable housing within 2
years of Housing Element
adoption.

Ongoing; coordination with nonprofit development partners to identify potential properties and facilitate development.

Target one property within two years of Housing Element adoption Ongoing. The City continues to coordinate with non-profit developers to try and identify market rate opportunities for conversion to affordable housing.

Program 3.2.2: Support Acquisition and
Development of New Sites for Affordable Housing
C) Evaluate and support alternative financing
models to assist the acquisition or development of
affordable middle- income housing, potentially in
partnership with regional agencies.

As opportunities arise Ongoing Ongoing. The City continues to coordinate with affordable housing developers to identify market rate opportunities for conversion to affordable housing.

EXHIBIT A
802
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.2.2: Support Acquisition and
Development of New Sites for Affordable Housing
D) Develop affordable housing on City- owned
sites in opportunity-rich locations in compliance
with the Surplus Land Act. Development support
for housing on City- owned sites shall include site
preparation (e.g. environmental testing and
community outreach), project funding via
affordable housing loans, and land dedication.

Projects on City-owned sites will provide housing
affordable to persons and families of low- or
moderate-income, at least 80% of the area of each
property will be used for development of housing,
and at least 40% of the housing units developed on
each property will be affordable to households
whose income is not greater than 60% area median
income, of which at least one-half will be
affordable to households of very low- income (50%
AMI). Affordable housing developers for all City-
owned sites will be selected through a competitive
process that complies with the Surplus Land Act.

Support development of
affordable housing on at
least three City- owned sites,
including Pacific Avenue,
North M Street, and 2047
First Street.

Declare three City- owned sites exempt surplus land under Government Code Section 54221(f)(1)(A) by Spring 2023 and enter into agreements with nonprofit developers for all three sites by 2025. Prepare North M Street and 2047 First Street for development and select a nonprofit developer by 2024. Issue building permits by 2028 if all necessary financing is secured.

Ongoing. Pacific Avenue Senior Housing is anticipated to commence construction in 2025. Staff will work to identify a developer for North M St. and 2047 First St. by the end of 2026.

Program 3.2.3: Partner with Affordable Housing
and Service Providers
A) Coordinate and foster partnerships with
nonprofit housing developers, community-based
organizations, the Livermore Housing Authority,
school district, and applicable federal, state, and
regional agencies to facilitate the development of
quality affordable and permanent supportive
housing through projects such as the Leahy
Square Supportive Housing program.

Launch the Leahy Square
Supportive Services Program
within 1 year of Housing
Element adoption and create
12 units of supportive bridge
housing for unhoused
students and their families
Ongoing; as projects are proposed and opportunities arise.* Meet quarterly with the Livermore Housing Authority, school district, and nonprofit providers
Ongoing. The Family Homelessness Challenge Grant program, assisting homeless or at-risk of homelessness families of Livermore Unified School District is in the second year of the first grant funding cycle. In 2024 the City applied and received an award for the FHC-2 grant cycle to continue with the ICMS, job trainings, and emergency rental assistance.

Eight families are residing in Leahy Square and are participating in Intensive Case Management Services with LifeSteps. The City holds quarterly meetings with the LHA, school district, and non-profit providers on an ongoing basis to develop the continue the program and expand services provided to the unhoused families.

Program 3.2.3: Partner with Affordable Housing
and Service Providers
B) Continue to allow developers of affordable
units to pay applicable development impact fees
over time or delay payment until occupancy to help
meet affordable housing targets.
n/a Ongoing; as projects are proposed Ongoing. As project applications are submitted, the City continues to encourage developers to meet inclusionary requirements and explore opportunities for affordable development incentives for very low and low income units.

EXHIBIT A
803
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.2.3: Partner with Affordable Housing
and Service Providers
C) Continue to meet regularly with developers to
discuss incentive opportunities and provide
technical assistance to promote affordable
housing opportunities to prevent displacement in
low resource areas and facilitate access to
moderate and high resource areas
Target assistance and
incentive efforts to
accommodate RHNA of up to
1,317 very low- and 758 low-
income units.

Ongoing and evaluate opportunities annually; reach out to developers by June 2024 then annually thereafter.

Ongoing. In 2024, City staff met with several developers to discuss Inclusionary requirements and affordable development incentives for very low and low income units.

Program 3.2.3: Partner with Affordable Housing
and Service Providers
D) Support efforts to redevelop and create
additional extremely low- and very low- income
affordable units at existing affordable housing
sites, such as Leahy Square, Vandenburgh Villa,
Arbor Vista, Arroyo Mocho, as well as through
producing accessory dwelling units at supportive
shared housing sites such as Crane Avenue and
others described in Section 2.4.

Facilitate production through
funding and technical
assistance of additional units
on at least two existing
affordable housing sites
2023-2030 Ongoing. In 2024, the City worked with the Livermore Housing Authority to review feasibility studies and basic site capacity studies for the expansion of Leahy Square. This future project could add 50-100 units to the former public housing site.

Program 3.3.1:Public Outreach
A) Implement multilingual communication and
outreach strategies for City-funded affordable
housing developments
Incorporate multilingual
outreach standards into the
City’s guidelines for
affordable rental projects
By December 2023 Ongoing. The City is working to develop rental guidelines and standards for developers to conduct multi-lingual outreach with various distribution avenues and anti-displacem ent policies. In 2024, the City reached out to small local businesses, larger employers, and School districts and in creased affordable housing program participation and awareness. The City has also partnered with community providers such as Centro Legal to provide anti-displacement communications in Spanish, Simplified Chinese, Mandarin, and Tagalog.

Program 3.3.1:Public Outreach
B) Provide translation services for Spanish, and
other languages such as Farsi, Mandarin, and
Cantonese as needed, at all public meetings and
ensure all public materials are translated and made
available
n/a By December 2023 Ongoing. The City has contracted with translation vendors to provide verbal and written translation in many languages, including Spanish, Simplified Chinese, Farsi and Tagalog. American sign language translators are also available upon request..

Program 3.3.1:Public Outreach
C) Participate in efforts to design a regional
application system and housing search tools
Requirements for developers
to list affordable units in a
regional application system
once the system is launched.

As regional opportunities arise and reach out to Alameda County and Bay Area Housing Finance Authority at least once a year Ongoing. The City coordinates monthly with Alameda County and its other constituent cities to discuss regional housing issues, including the expansion of a centraliz ed affordable housing application system.

Program 3.3.1:Public Outreach
D) Affirmatively market affordable housing
opportunities to members of protected classes
outside of Livermore.

Adopt affordable rental
development guidelines that
include outreach
requirements for protected
classes outside of Livermore.

By December 2023 Ongoing, The City is developing affordable rental standards and requirements which will include outreach strate gies that extend to protected classes outside Livermore. Im plementation of the guidelines is expected in 2025.

EXHIBIT A
804
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.4.1: Support for Low and Moderate
Income Homeowners
A) To facilitate housing mobility opportunities,
continue to provide mortgage assistance for down
payment, closing costs, and secondary financing
to low- and moderate-income first-time
homebuyers
Continue to provide First-
Time Homebuyer Down
Payment Assistance to an
DYHUDJHRIWKUHHORZDQG
moderate-income
households annually.

Ongoing; make assistance information available on the City’s website and in printed materials at City buildings by December 2023.

Ongoing. Materials (English and Spanish) are posted on the City's website and distributed at City libraries, City Hall and the Multi-Service Center, local businesses, and Chambe r of Commerce. The City conducted 4 workshops in 2024 for the First-time Homebuyers, including Homebuyer Downpayment Assistance consultations and reviews of applications. The City continues to provide information that educates the community about the available programs and consistently maintains a housing hotline that provides necessary responses to the community.

Program 3.4.1: Support for Low and Moderate
Income Homeowners
B) To facilitate housing mobility opportunities,
continue to target persons with disabilities, non-
English speakers, affordable rental housing
tenants, immigrants, and low-income households
for participation in homeownership programs.

Distribute materials at service centers or
community gathering places for target populations.

Execute at least two targeted
outreach methods when
marketing available BMR
homeownership units.

Translate program information to Spanish by December 2023. Distribute materials annually.

Ongoing. Program information is distributed via quarterly newsletters, social media posts, e-blasts to City housing interest list subscribers, provide Spanish translated materi als to the local businesses and multi-family developments with predominantly non-English speaking clientele/residents. Materials are also distributed to LVJUSD teachers, local businesses and Chamber of Commerce. Two outreach workshops/events were conducted targeting lower-income and predominantly non-English speaking (Spanish) residents in the City. The printed brochures and other supported information was also distributed between three library branches. Outreach activities included farmer's markets, cultural events and festivals.

Program 3.4.1: Support for Low and Moderate
Income Homeowners
C) To facilitate housing mobility opportunities,
align documentation and eligibility requirements
with County programs, including the use of
individual taxpayer identification numbers.

Update program
requirements to remove
access barriers.

By 2024 Ongoing. The City will update existing affordable homeownership guidelines to better align with other funder requirements that remove access barriers. Implementation of the revised guidelines is expected in 2025.

Program 3.4.1: Support for Low and Moderate
Income Homeowners
D) Continue to promote and provide information
about the program on the City’s website,
newsletter, through email distribution, local
advertising, and with brochures and handouts at
the City’s permit center counter, libraries, and
community events.

Disseminate resources at
least one community event
annually
Ongoing on the City’s website, as the City assists residents at the Permit Center, and at annual City events
Ongoing. Program information is distributed via quarterly newsletters, social media posts, e-blasts to City housing interest list subscribers, and flyers distributed throughout the City's multi-family complexes. Provided Spanish translated materials to the local businesses and multi-fa mily developments with predominantly non-English speaking clientele/residents. Materials are also distributed to LV JUSD teachers, local businesses and Chamber of Commerce.

Two outreach workshops/events were conducted targeting lower-income and predominantly non-English speaking (Spanish) residents in the City. The printed brochures and other supported information was also distributed between three library branches. Outreach activities included farmer's markets, cultural events and festivals.

Program 3.4.1: Support for Low and Moderate
Income Homeowners
E) Work with community-based organizations and
institutions to provide homebuyer education,
financial counseling, and foreclosure prevention.
60 low- and
PRGHUDWHLQFRPH
households receive
homebuyer support services
over the course of the
planning period
Ongoing Ongoing. The City funds non-profit housing education and advocacy organizations, such as ECHO Housing and Centro Legal, to conduct fair housing education, auditing, consultat ions, financial education, first-time homebuyer education, and tenant protection counseling. In FY 2024, ECHO co nducted 16 workshops including fair housing, homebuyer education, and tenant protection programs in person and online. There were 570 flyers distributed in 2024.

Program 3.4.1: Support for Low and Moderate
Income Homeowners
F) Pursue funding for programs that help
participants of affordable rental programs access
homeownership opportunities.

Submit or support a
community partner’s
submission of at least one
funding application
By 2024 Ongoing. In 2024, the City supported the Livermore Housing Authority's (LHA) selection by the Department of Housing and Urban Development (HUD) to participate in a Move to Work demonstration and continued conversations with LHA to better coordinate affordable City homeownership programs with HUD's Family Self Sufficiency program to promote resident access to opportunities.

EXHIBIT A
805
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.4.2: Rental Assistance and Tenant
Support Services
A) Pursue additional funding to maintain and/or
increase the amount of rental housing available
through the Housing Choice Voucher (Section 8)
Program and enhance support for other rental
assistance programs
Support at least eight
funding requests or
advocacy efforts to increase
the number of vouchers in
Livermore.

Annually Ongoing. City worked with the Livermore Housing Authority and non-profit developers to apply Project Based Vouchers on City-sponsored affordable housing projects.

Program 3.4.2: Rental Assistance and Tenant
Support Services
B) Partner with the Livermore Housing Authority
(LHA) to increase promotion of the Housing Choice
Voucher program to the development community,
property owners, homeowners with accessory
dwelling units, and possible participants; support
partners that provide outreach to landlords about
voucher programs with the aim of increasing
housing opportunities for recipients of rental
assistance. Prioritize promotion in high resource
areas.

Engage at least 50 landlords
of properties in high
resource areas.

Biennially Ongoing. The City continues to coordinate with the Livermore Housing Authority on opportunities to promote HUD's Section 8 Program with the development community. The City will work with LHA and other non-profits providing rental assistance programs to support landlord engagement in 2025.

Program 3.4.2: Rental Assistance and Tenant
Support Services
C) To facilitate housing mobility opportunities,
work with trusted community partners to provide
linguistically and digitally accessible and culturally
relevant rental housing search assistance to lower-
income households and groups with special
housing needs through service contracts and
programming offered at the Vineyard Housing
Resource Center.

Provide assistance to at least
ORZHULQFRPH
households annually to
identify housing
opportunities
Launch Vineyard Housing Resource Center within 1 year of housing adoption and support ongoing operations
Ongoing. The Vineyard Resource Center opened January 2024 and offers wrap-around, supportive services to the community. In addition to on-site services, Open Heart Kitchen has partnered with the following agencies to offer a resource hub to the community: Axis Community Health to assist in health care enrollment, Bay Area Community Health - Street Health Team for medical referrals and general care from a nurse practitioner, City Serve of the Tri-Valley for case management services, Housing Consortium of the Ea st Bay for Housing Navigation services, Partners for Change offering financial planning and resources, Swords to Plowshare offering supportive services for veterans, Tri- Valley Career Center offering job fairs and employment assistance; and Tri-Valley Haven offering supportive services for victims of domestic violence. In addition to the Vineyard Resource Center, The City's Multi-Service Center offers an abundance of resources to the vulnerable populations in th e community. The flowing agencies are available at the MSC: Abode Services provides housing placement for chronically homeless and individuals with special needs, Axis Community Health medical offices offer direct connection to a range of services, Community Association for Preschool Education offers Head Start early childcare and mental health services, City Serve of the Tri-Valley unhoused and senior residents, Community Resources for Independent Living offers advocacy and resources to people with disabilities, and East Bay Innovations provides employment support to individuals with disabilities.

Program 3.4.2: Rental Assistance and Tenant
Support Services D) Provide support for low-
income renters, including multilingual tenant
counseling, rental assistance, financial counseling,
crisis stabilization services, and legal support to
reduce displacement risk
Provide assistance to at least
ORZHULQFRPHUHQWHUV
annually
Ongoing Ongoing. City Serve of the Tri-Valley and Tri-Valley Haven offer rental assistance to homeless individuals and families and those at-risk of homelessness. These agencies have pr ovided over 150 residents with application, deposit, and/or rental assistance. City Serve of the Tri-Valley offers crisis stabilization and street outreach, making contact with over 380 individuals.

EXHIBIT A
806
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.4.3: Homelessness Intervention
A) Update the Development Code to reduce
barriers to transitional housing, supportive
housing, low-barrier navigation centers, and
emergency shelters consistent with State law (e.g.,
SB 2, AB 101).
n/a By December 2023 as part of the Development Code Update In progr ess. The Development Code Update includes policies for reduci ng barriers and expanding opportunities for emergency shelters, transitional housing, and other supportive housing options to address the housing needs of lower - income households and other populations at risk of displacemen t. The Development Code Update will include a new Housing Chapter to: 1) codify requirements and procedures for implementing new State housing laws, including SB 2 and AB 101; 2) provide Objective Design Standards; 3) Streamline review authority. It is expected to be completed and considered for approval by City Council in late summer 2025.

Program 3.4.3: Homelessness Intervention
B) Proactively connect unhoused individuals to
resources through support of outreach, housing
navigation, behavioral health and supportive
services programs. Continue the City Serve,
biohazard cleanup, and emergency shelter, and
laundry and shower services programs.

Assistance to at least 50
unhoused individuals
annually.

Launch the Vineyard low barrier navigation center by 2025 and support ongoing operations
Ongoing. Vineyard Resource Center opened in January and provided the following services in 2024: Community Meals: 110,435 meals provided for 1,091 individuals; Laundry: 2,962 loads of laundry for 329 individuals; Showers:
6,335 showers for 434 individuals; Open Heart Refuge: 6,775 shelter stays for 172 unhoused individuals; Bus Passes:
1,153 for 186 individuals. City Serve of the Tri-Valley offered case management and supportive services to 2,741 Livermore residents. Block By Block provided 424 general homeless referrals to connect people to case management and shelter services.

Program 3.4.3: Homelessness Intervention
&
)DFLOLWDWHFRRUGLQDWLRQEHWZHHQWKHIDLWK EDVHG
community and nonprofit providers of homeless
services in the development and ongoing
operations of solutions such as tiny home villages,
safe parking, and outreach programs.

Support at least one project
or program annually for
persons experiencing
homelessness.

Ongoing; reach out to organizations at least twice during the planning period to facilitate meetings or other forms of coordination as needed.

Ongoing. Housing and Human Services Staff began a Homeless Ro undtable Group inviting local non-profits and faith- based organizations to collaborate and prioritize areas of nee d. The group has met quarterly this year and created four smaller working groups for the following focus areas: Universal/Guaranteed Basic Income, Substance Use Disorder and Behavioral Health Services, Collaboration and Outreach, and Alternative, Affordable Housing. Within the working groups we have increased awareness of non-profit services, shared with the community exciting accomplishments and stats for City-funded projects, created a project plan for a UBI pilot program, supported non-profits in grant submissions for opioid grant programs and researched addit ional resources for tiny home expansion projects. The Roundtable looks forward to meeting to discuss 2025 goals and create new working groups.

EXHIBIT A
807
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
A) As of 2022, 90 units are at risk of conversion to
market-rate housing by 2033. The City will monitor
the list of all dwellings that are subsidized by
government funding or low-income housing
developed through local regulations or incentives.

The list will include, at least, the number of units,
the type of government program, and the date on
which the units are at risk to convert to market-
rate dwellings. The City will work to reduce the
potential conversion of any units to market rate
through the following actions:
a. Monitor the status of affordable projects, rental
projects, and mobile homes in Livermore. Should
the property owners indicate the desire to convert
properties, provide technical and financial
assistance, when possible, to ensure long-term
affordability.
b. If conversion of units is likely, work with local
service providers as appropriate to seek funding to
subsidize the at-risk units in a way that mirrors the
U.S. Department of Housing and Urban
Development (HUD) Housing Choice Voucher
(Section 8) program. Funding sources may include
state or local funding sources.
c. Negotiate extensions of City financing and
affordability restrictions for all three at risk
properties as described in Section 2.8.

Monitor the 90 at-risk units
as detailed in the program.

Ongoing communication with owners, service providers, and eligible potential purchasers; work with owners of deed-restricted units on an ongoing basis—particularly at the time of change of ownership.

Ongoing. The City continues to monitor the at-risk units list. In 2024, none of these units were converted.

EXHIBIT A
808
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
B) Pursuant to State law (Government Code
Sections 65853.10, 65863.11, and 65863.13),
owners of deed-restricted affordable projects are
required to provide notice of restrictions that are
expiring to all prospective tenants, existing
tenants, and the City within 3 years, 12 months,
and 6 months before the scheduled expiration of
rental restrictions. In addition, the City or owner
will provide notice to HUD, the California
Department of Housing and Community
Development (HCD), the Livermore Housing
Authority, and the local legal aid organization.

Owners shall also refer tenants of at-risk units to
educational resources regarding:
a. Tenant rights
b. Conversion procedures
c. Information regarding Section 8 rent subsidies
d. Any other affordable housing opportunities in
the city.
e. In addition, notice shall be required prior to
conversion of any units to market rate for any
DGGLWLRQDOGHHGUHVWULFWHGORZHULQFRPHXQLWVWKDW
were constructed with the aid of government
funding, that were required by inclusionary zoning
requirements, that were part of a project granted a
density bonus, or that were part of a project that
received other incentives.

Monitor the 90 at-risk units
as detailed in the program.

Ongoing. The City continues to monitor the at-risk units list.

Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
C) If a development is offered for sale, HCD must
certify persons or entities that are eligible to
purchase the development and to receive notice of
the pending sale. Placement on the eligibility list
will be based on experience with affordable
housing
Monitor the 90 at-risk units
as detailed in the program.

Ongoing. The City continues to monitor the at-risk units list.

EXHIBIT A
809
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
D) When necessary, the City shall continue to work
ZLWKSURSHUW\RZQHUVRIGHHGUHVWULFWHGDIIRUGDEOH
units who need to sell within 45 years of initial
sale. When the seller is unable to sell to an eligible
buyer within a specified time period,
HTXLW\VKDULQJSURYLVLRQVDUHHVWDEOLVKHG
(pursuant to the affordable housing agreement for
the property), whereby the difference between the
affordable and market value is paid to the City to
eliminate any incentive to sell the converted unit at
market rate. Funds generated would then be used
to develop additional affordable housing in
the city. The City shall continue tracking all
residential projects that include affordable housing
to ensure that the affordability is maintained for at
least 45 years for owner-occupied units and 55
years for rental units, and that any sale or change
of ownership of these affordable units prior to
satisfying the 45- or 55-year restriction shall be
"rolled over" for another 45 or 55 years to protect
"at-risk"” units.

Monitor the 90 at-risk units
as detailed in the program.

Ongoing. The City continues to monitor the at-risk units list.

Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
E) Communicate with tenants and respond to
notices of intent filed by property owners in a
timely manner.
n/a Ongoing, as needed Ongoing. The City continues to monitor the at-risk units list.

Program 3.5.1: Preservation of Subsidized Housing
at Risk of Conversion to Market Rate
)
3XUVXHIXQGLQJIRUWKHSUHVHUYDWLRQRIDWULVN
housing and provide financial incentives to
landlords who agree to continue to provide
affordable units
Preservation of 90 units at
risk of conversion to market
rate
Ongoing Ongoing. The City continues to monitor the at-risk units list.

EXHIBIT A
810
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 3.5.2: Housing Replacement Program
A) In accordance with California Government Code
Section 65583.2(g), the City will require
replacement housing units subject to the
requirements of California Government Code
Section 65915(c)(3) on sites identified in the sites
inventory when any new development (residential,
mixed-use, or nonresidential) occurs on a site that
has been occupied by or restricted for the use of
ORZHULQFRPHKRXVHKROGVDWDQ\WLPHGXULQJWKH
previous five years. This requirement applies to
nonvacant sites and vacant sites with previous
residential uses that have been vacated or
demolished.
n/a Ongoing, as applications on identified sites are received and processed.

Ongoing. In 2024, the City did not receive any development applications proposing a project on a site that has been occupied by or restricted for the use of lower income househ olds at any time during the previous five years. The City will continue to monitor this requirement as development applications are received.

Program 4.1.1: Residential Development Codes
and Design Standards
A) Continue to enforce State Energy Code and
California Green Building Standards Code
(CALGreen) regulations for energy efficiency, water
conservation, environmental quality, etc., in
residential development applications
n/a Ongoing as projects are reviewed Ongoing. Compliance with State Energy Code and CALGreen regulations is a requirement all res idential building applications and is reviewed by the Building Division as applications are processed. Building Division staff are available to meet with project applicants to discuss green building measures over the counter at the Permit Center, or by appointment.

Program 4.1.1: Residential Development Codes
and Design Standards
B) Encourage developers to exceed the minimum
State Energy Code and CALGreen requirements by
maintaining information on the City’s website and
providing assistance at the Permit Center.
n/a Update the website with new 2022 CALGreen requirements by March 2023, then ongoing as the City assists applicants in the Permit Center Complete and Ongoing. The City of Livermore adopted amendments to the 2022 CALGreen code that were effective January 1, 2023 (LMC Chapter 15.26 - Green Building Standards Code). Building Division staff are available to meet with project applicants to discuss green building measures over the counter at the Permit Center, or by appointment.

Program 4.1.1: Residential Development Codes
and Design Standards
C) Develop cost-effective local energy reach codes
for all-electric buildings and electric vehicle
charging for new housing, consistent with the
City’s Climate Action Plan. Establish exceptions for
projects such as accessory dwelling units,
affordable housing, and non-profit organizations
serving low-income and underserved communities.
n/a By December 2023 Ongoing. The City requires most new buildings in Livermore to be constructed all-electric and to install mor e EV chargers than required by the State code. The standards do not apply to remodels or additions to existing buildings.

The City's all-electric and EV charging codes are part of its Climate Action Plan efforts.

EXHIBIT A
811
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 4.1.1: Residential Development Codes
and Design Standards
D) Require new developments to incorporate
onsite drought tolerant landscaping, water
conservation features, open space, park space,
and/or shade-providing features to reduce urban
heat effects, reduce water-use, and help sequester
carbon. Consider establishing exceptions for
projects such as accessory dwelling units,
affordable housing, and non-profit organizations
VHUYLQJORZLQFRPHDQGXQGHUVHUYHG
communities
n/a Ongoing as projects are reviewed. Study and evaluate opportunities for new standards by December 2026. Update relevant codes by December 2027.

Ongoing. The City will continue to explore opportunities to create new design standards as they relate to landscaping and water conservation features. In addition, the City ensures all development applications are consistent with the landscaping requirements set forth in the Citywide Design Standards and Guidelines.

Program 4.1.2: Residential Retrofits
A) Partner with regional stakeholders, such as East
Bay Community Energy (EBCE) and BayREN, to
offer incentives for energy efficiency,
electrification, weatherization, energy storage, and
resilience retrofits in existing housing, consistent
with the Climate Action Plan. Focus efforts in
ORZLQFRPHDQGYXOQHUDEOHFRPPXQLWLHVZLWKD
geographic emphasis on the Rincon neighborhood
and other neighborhoods north of Downtown as
well as supportive shared housing and licensed
care facilities described in Section 2.4.
100 retrofitted housing units
during the planning period.

Meet with partner organizations quarterly Ongoing. The City launched the Livermore Resilient Hub, an online resource center that provides information about incentives and rebates available to residents to implement sustainability and resilience retrofits. The City also promoted resources on social media and e-newsletters, and pa rticipated in monthly meetings with regional partners to stay informed of existing and future resources.

Program 4.1.2: Residential Retrofits
B) Provide information in multiple languages on
the City’s website on safe and healthy housing
conditions and tools to address unhealthy housing
conditions. Share information about available
incentives, regulations, contractors, and
considerations. Focus efforts in Springtown,
neighborhoods north of Downtown, and supportive
shared housing and licensed care facilities
described in Section 2.4 to facilitate place-based
revitalization and reduce displacement risk.
n/a By December 2024 Ongoing. Refer to response to Program 4.1.2.

Program 4.1.3: Neighborhood Preservation
Program A) Continue to implement the City’s
Neighborhood Preservation Program to correct
building code violations. Focus efforts on defects
that threaten health and safety of occupants and
the community
Target assistance to at least
10 units annually
Ongoing; update information about the program on the City’s website annually, or as needed, and distribute information through City newsletters, social media, and other platforms annually.

Complete and Ongoing. In 2024, Neighborhood Preservation responde d to over 800 violations and resolved over 90% of all cases involving graffiti, abandoned shopping carts, overgrown vegetation, illegal dumping, and illegal structures.

EXHIBIT A
812
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 4.1.3: Neighborhood Preservation
Program B) Pursue funding to provide low-income
homeowners and renters with financial assistance
to correct building code violations and make
accessibility improvements. Coordinate these
efforts with the Climate Action Plan retrofit efforts
(Program 4.1.2.A) to maximize resources and
benefit, including prioritization of investments in
neighborhoods north of Downtown like Rincon.

See Program 4.1.2.A Ongoing; apply for funding at least annually as available. Ongoing. The City launched the Livermore Resilient Hub, an online resource center that provides information about incentives and rebates available to residents to implement su stainability and resilience retrofits. Additionally, the City completed a new Vulnerability Analysis as part of the General Plan Update, which will support future applications for funding to implement retrofit programs in low-income and vulnerable communities.

Program 4.1.3: Neighborhood Preservation
Program C) Monitor multifamily complexes that
have received City funding for housing quality,
resident services, customer service, and linguistic
and physical accessibility
Conduct annual monitoring
assessments
Ongoing Ongoing. The City continues to monitor property regulatory agreements annually.

Program 4.1.3: Neighborhood Preservation
Program D) Continue to promote Neighborhood
Preservation programs and cleanup events
through the City’s website to support community-
RULHQWHGSODFHEDVHGUHYLWDOL]DWLRQ
See Program 4.1.3.A Ongoing Ongoing. The City’s website contains information on upcoming events related to neighborhood nuisance and cleanup, including clutter support groups.

Program 4.1.3: Neighborhood Preservation
Program E) Use volunteer assistance cleanup
teams, specifically to assist frail elderly and
disabled homeowners who have received code
complaints for property upkeep.
n/a Ongoing; coordinate volunteer cleanups annually, or as needed Ongoing. The City’s website contains information on upcoming events related to neighborhood nuisance and cleanup, including clutter support groups.

Program 4.2.1:Neighborhood Improvement
A) Improve the quality of older neighborhoods,
SDUWLFXODUO\LQORZUHVRXUFHDUHDVDIIRUGDEOH
housing developments, and neighborhoods north
of Downtown, by upgrading sidewalks, parks,
lighting, tree canopy, bike lanes, and other public
facilities.

At least 8 infrastructure
investments in high need
communities, such as
rehabilitation of Doolan Park,
the installation of electric car
chargers at Rincon Library,
or bike lines along Rincon
Avenue, during the Planning
period.

Biennially as part of the capital improvement planning proces s Ongoing. The City’s CIP includes ongoing/annual improvements for street resurfacing, sidewalk repair, and ADA access ramps.

Program 4.2.1:Neighborhood Improvement
B) Pursue funding available for acquisition and
rehabilitation of foreclosed, vacant, and/or blighted
properties.

See Program 3.2.4 Annually Ongoing. The City continues to work with non-profit housing agencies to identify prospective acquisition and rehabilitation opportunities that could rehabilitate blighted and distressed properties within the City and provide safe, clean and affordable rental housing opportunities.

EXHIBIT A
813
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 4.2.1:Neighborhood Improvement
C) Pursue funding to acquire land and/or facilitate
development of urban parks on infill sites,
particularly in low-resource areas and affordable
housing developments, to promote place-based
revitalization through air pollution mitigation and
improved access to outdoor recreational
opportunities
3URYLGHDWOHDVWRQHWKLUG
acre of parkland or open
space within one mile of all
residences.

Meet annually with LARPD Ongoing. The City continues to coordinate with regional partners and developers regarding funding for p arkland and open space in low resource areas.

Program 4.2.1:Neighborhood Improvement
D) Continue to identify funding and provide
technical assistance to upgrade and enhance
programming and community and recreational
spaces in rental housing properties owned and
managed by the Livermore Housing Authority
(LHA)
Support at least three service
or infrastructure
enhancements at Leahy
Square, Bluebell, Chestnut,
or Las Posadas apartments
over the planning period.

Ongoing Ongoing. The City continues to seek opportunities to enhance programming and community and recreational spaces in rental housing properties owned and managed by the Livermore Housing Authority (LHA).

Program 5.1.1: Support Nonprofit Organizations
Specializing in Fair Housing Services
A) Provide financial assistance and administrative
support to local nonprofit organizations that
specialize in reducing discriminatory housing
practices through fair housing counseling,
tenant/landlord mediation, education, outreach,
and rental assistance to reduce displacement risk
resulting from discrimination and facilitate housing
mobility opportunities.

Assist at least 20 households
annually through the
programs offered by fair
housing providers.

Annually through grants and contracts Ongoing. The City provides annu al financial assistance and operating support to ECHO Housing, to assist residents with fair housing complaints, tenant landlord dispu tes, accessing housing and fair housing education.

The City also contracts annually with Centro Legal de la Raza to provide legal services and conduct public outreach regarding tenant rights. In 2024, Centro Legal assisted 48 Livermore residents. Centro conducts monthly educational workshops for tenants at risk of displacement and legal proceedings.

Program 5.1.1: Support Nonprofit Organizations
Specializing in Fair Housing Services
B) Continue to refer complaints of discriminatory
housing practices to fair housing providers.

Provide references to at least
3 residents experiencing fair
housing issues, or as
complaints are received.

Ongoing Ongoing. The City provides annual financial assistance an d operating support to ECHO Housing, to assist residents with fair housing complaints, tenant landlord disputes, access ing housing and fair housing education. Each quarter 2024 ECHO Housing provides on average 30+ fair housing counseling sessions to unduplicated clients. They also provided investigations for specific cases of complaints a nd regional Fair housing trainings and workshops for both tenants and landlords. In 2024, ECHO provided housing counseling sessions to 176 unduplicated clients.

Program 5.1.1: Support Nonprofit Organizations
Specializing in Fair Housing Services
C) Refer complaints and requests for housing for
the disabled to partner organizations.

Provide references to at least
3 residents, or as complaints
are received.

Ongoing Ongoing. The City maintains a list of partner organizations on the website and provides referrals as inquiries are received from the public. In 2024, the City provided referrals to 10 disabled individuals or their families.

EXHIBIT A
814
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 5.1.1: Support Nonprofit Organizations
Specializing in Fair Housing Services
D) Distribute fair housing brochures at public
locations, such as city counters, public libraries,
community/senior centers, and service providers.

Expand outreach and access to information for
OLPLWHG(QJOLVKVSHDNLQJUHVLGHQWVE\SURYLGLQJ
all materials in dominant non-English languages,
including Spanish, Farsi, and Simplified Chinese,
by January 2023.

Update and distribute fair
housing materials at least
annually, and disburse
materials at at least one
community event annually
with an emphasis on areas
with a high number of
renters.

Annually Ongoing. Fair Housing materials were distributed through the City's contract with ECHO Housing, at the Permit Counter in the City Hall, and throughout regional training events. Over 200 flyers were distributed every quarter of the year, and on-site consultations are provided in English, and Spanish. The Fair Housing information is available in Simplified Chinese, Spanish, Mandarin, and Tagalog. ECHO also conducts monthly fair housing workshops. In 2024, ECHO provided consultations to 176 unduplicated individuals.

Program 5.1.1: Support Nonprofit Organizations
Specializing in Fair Housing Services
E) Provide financial support for fair housing audits
and the dissemination of audit results and
information on fair housing laws to landlords,
rental housing organizations, and the public. Hold
biannual trainings for landlords and property
managers to review findings and provide education
on fair housing rights and responsibilities to
reduce displacement risk resulting from
discrimination and facilitate housing mobility
opportunities.

Engage at least 30 landlords
and property owners every 2
years with an emphasis on
high resource areas. Support
annual audits of 10 or more
landlords. Conduct fair
housing testing and/or
advertising audits annually.

Annually, through annual grants and contracts Ongoing. The City contr acted with ECHO Housing to complete fair housing property audits in Livermore and investigate fair housing cases. Every month ECHO conducts a regional fair housing training inviting property managers and landlords in Livermore to learn about fair housing laws. These trainings are open to tenants as well.

ECHO also conducts an annual systemic audit of at least 10 landlords for possible discrimination. ECHO's Fair Housing staff continues to monitor sites like Craigslist for ad vertising violations and provide education and/or testing on these sites.

Program 5.1.2: Reasonable Accomodations
A) Consistent with state and federal laws, continue
to provide individuals with disabilities reasonable
accommodation in rules, policies, practices, and
procedures through the building permit and
development review processes.
n/a Ongoing Ongoing. The Livermore Development Code outlines proce dures to address reasonable accommodation (Chapter

9.06). The Development Code Update will include address reasonable accommodations in the new Housing Chapter, on track to be completed and approved by City Council by summer 2025.

Program 5.1.2: Reasonable Accomodations
B) Continue to partner with fair housing
organizations to conduct trainings, test, and audits
that help ensure reasonable accommodations are
provided conduct in multifamily rental properties.

Provide regular training to landlords.

See Program 5.1.1 Ongoing Ongoing. As described in Program 5.1.1, the City partners with ECHO to conduct a fair housing audit of 10 rental properties each year. ECHO provided the landlords of these properties with training and information regarding disability laws and tenant/landlord rights and responsibilities. In addition, ECHO offered free fair housing training to the owners and managers of rental properties in Livermore.

Program 5.1.2: Reasonable Accomodations
C) Work with Livermore Housing Authority and
partner organizations to identify landlords in need
of assistance with making modifications for
persons with disabilities in the Section 8 program.
n/a Meet with the Housing Authority within 2 years of Housing Element adoption; identify landlords biannually, as feasible
Ongoing. Targeted for 2025/2026 implementation.

EXHIBIT A
815
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 5.2.1: Fair Housing Policies and Programs
A) Conduct racial equity impact assessments of
City policies for potential unintended fair housing
impacts on people of color and work with
stakeholders to address those impacts
Racial equity assessments of
at least three City housing
policies.

Within 3 years of Housing Element adoption Ongoing. Targeted for 2025/2026 implementation.

Program 5.2.1: Fair Housing Policies and Programs
B) Strengthen requirements for City-funded
affordable housing and service providers to offer
linguistically accessible services, particularly in
Spanish, to increase housing mobility
opportunities through increased accessibility
Incorporate language access
requirements into at least
five Housing and Human
Services grant agreement or
service contracts.

Within 3 years of Housing Element adoption Complete. Language access requirements have been integrated into the contracts for BM R Administrator, Centro Legal de la Raza, and ECHO. Both the Family Homeless Challenge Grant and the Permanent Local Housing Allocation grants include an ICMS (Intensive Care Services Management) component that provides Spanish and other translation services, as well as ESL education and linguistic support for participating families.

Program 5.2.1: Fair Housing Policies and Programs
C) To facilitate housing mobility opportunities,
pursue funding for culturally relevant financial
empowerment services to help community
members with protected characteristics remove
economic barriers to accessing housing like credit
scores and income documentation
Submit at least one funding
application to support the
program.

Within 2 years of Housing Element adoption Ongoing. Targeted for 2025/2026 implementation.

Program 5.2.1: Fair Housing Policies and Programs
D) Present new policies to City Council that
prevent displacement for low- and moderate-
income community members and protect families
with children, essential workers, seniors, and
people with disabilities, such as an
DQWLKDUDVVPHQWRUGLQDQFHMXVWFDXVHHYLFWLRQ
ordinance, Ellis Act protections, or a tenant
opportunity to purchase policy
Present at least one tenant
protection ordinance to City
Council to consider for
adoption.

Within 3 years of Housing Element adoption Ongoing. Targeted for 2025/2026 implementation.

Program 5.2.1: Fair Housing Policies and Programs
E) Work with trusted community partners to
provide linguistically and digitally accessible and
culturally relevant housing search assistance to
address racial housing disparities experienced by
Latinx, Black, Asian, and Pacific Islander
community members and increase housing
mobility
Provide resources and
guidance to at least three
community partners to
address local racial housing
disparities.

Engage community partners and provide guidance and/or resources within 2 years of Housing Element adoption
Ongoing. Targeted for 2025/2026 implementation.

Program 5.2.1: Fair Housing Policies and Programs
F) Conduct a feasibility assessment for a Citywide
rental registry to reduce displacement risk.

Complete Citywide rental
registry feasibility
assessment
Within 2 years of Housing Element adoption Ongoing. Feasibility assessment under development. Targeted for 2025 implementation.

EXHIBIT A
816
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 5.2.1: Fair Housing Policies and Programs
G) Prioritize public improvements and residential
retrofits described in Actions 4.1.2.A, 4.2.1.A, and

4.2.1.C (such as streets and drainage, sidewalks
and alleys, green spaces and parks, street trees,
and other public facilities, amenities and
infrastructure) in neighborhoods with the greatest
need, including neighborhoods with high
concentrations of poverty and limited existing
resources and amenities.

Adopt a Climate Action Plan
that includes commitments
to prioritizing microgrid,
water efficiency, urban
canopy, stormwater, and
electric vehicle investments
in high need communities.

Within 2 years of Housing Element adoption Complete. The City a dopted the 2022 Climate Action Plan (CAP) on November 28, 2022. The 2022 CAP is a roadmap to reduce greenhouse gas (GHG) emissions, adapt to extreme weather, deploy reliable and renewable energy, conserve habitat and biodiversity, and ensure equitable access to the be nefits of a sustainable city. The Climate Action Plan and Annual Progress Report can be accessed on the City's website at:
https://www.livermoreca.gov/departments/commu nity-development/climate-action-plan-draft.

Program 5.2.1: Fair Housing Policies and Programs
H) Identify opportunities in the General Plan
Circulation Element and/or Active Transportation
Plan to strengthen biking, pedestrian, and public
transit connections from lower resource to higher-
resource areas
Adopt an updated Circulation
Element of the General Plan
and/or updated Active
Transportation Plan.

Within 3 years of Housing Element adoption Ongoing. The comprehensive General Plan Update which will include an updated Circula tion Element. In addition, in June of 2024, the City prepared an Interim Update to Active Transportation Plan to outline the considerable progress made since the Plan's adoption in 2018 to improve active transportation network citywide. Since 2018, the City has completed over 100 projects that contributed to a safer and lower stress active transportation network; improved approximately 16.4 miles of Class II bikeways with buffers; constructed 0.6 mile of Class IV Separate Bike Lanes, 1. 6 miles of Class II bicycle lanes, and 1.8 miles of Class III Bicycle Boulevard; improved accessible ramps at 67 locations and pedestrian crossings at 34 locations; and reduced bike involved crashes by 18%, and pedestrian involved crashes by 6% compared to the five-year total previously reported.

Program 5.2.1: Fair Housing Policies and Programs
I) Implement strategies in partnership with the
school district, Livermore Amador Valley Transit
Authority, and community based organizations that
increase biking, pedestrian, and public transit
access for low-income and special needs
households, such as free transit pass programs.

Distribute 5,000 free bus
passes over the planning
period to low-income
families, unhoused
individuals, and people with
disabilities through
partnerships with
organizations such as the
Livermore Valley Unified
School District, Cityserve, La
Familia, and Communities for
Resource Independent Living
(CRIL)
Commence immediately and engage partners on annual basis about new strategies
Ongoing. In 2024, the City distributed 1,555 24-hour bus passes to non-profits, LVUSD, and Livermore Police Department's Homeless Liaison Officers. In addition to bus passes, CityServe of the Tri-Valley announces the award of a multi-year grant from the Alameda Transportation Commission, totaling $1,000,000, to expand its transportation program. This funding will support the launch of RideCare, a new initiative aimed at providing reliable transportation services for local older adults and individuals 18+ with disab ilities. RideCare will connect Tri-Valley volunteer drivers with those in need of transportation, coordinating rides to medical appointments, grocery runs, and other planned and group trips throughout the Tri-Valley. This expanded service, addresses a significant gap in transportation options, ensuring all older adults and individuals with disabilities have access to essential services.

Program 5.2.1: Fair Housing Policies and Programs
J) Utilize Community Development Block Grant and
Human Services Facility funds to support place-
based strategies to improve conditions, resources,
and amenities in lower-income communities such
as neighborhoods north of Downtown
At least 5 investments in
projects that create or
improve facilities and
infrastructure benefiting low-
income community members
over the planning period.

Ongoing through annual Housing & Human Services Grant allocation process.

Ongoing. The Housing and Human Services grant program provided assistance to Tri-Valley Haven for their domestic violence shelter rebuild and expansion. The expansion will provide an additional 15 beds.

EXHIBIT A
817
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 5.2.1: Fair Housing Policies and Programs
K) Address racial homeownership gaps and
produce more missing middle housing through the
City’s inclusionary housing program
See Program 3.1.1. Adopt
policies and procedures with
inclusive outreach and
marketing standards within 1
year of Housing Element
adoption and encourage at
least half of the moderate
income units produced by
the inclusionary housing
ordinance over the planning
period to be integrated into
ORZGHQVLW\DQG
VLQJOHIDPLO\GRPLQDWHG
neighborhoods or in high
resource areas.

Commence immediately and engage developers as new projects are submitted at least annually
Ongoing. The City will update existing affordable homeowners hip guidelines to reflect inclusive marketing efforts and remove access barriers. Implementation of the revised guidelin es is expected in 2025. As previously noted, In 2024, the City engaged the Isabel Crossings developer to execute a Development Agreement which incorporates a variety of affordable units distributed across several housing product types in the new 1,299 unit project area.

Program 6.1.1: Tri-Valley Affordable Housing
Committee
A) Continue to participate in Tri-Valley Affordable
Housing Committee to identify regional housing
issues and to develop multi-jurisdictional
approaches to solving affordable housing
problems with focus on income integration and
housing mobility opportunities
n/a Ongoing, quarterly. Attend at least 30 Tri- Valley Affordable Housing Committee meetings over the planning period
Ongoing. The Tri-Valley Affordable Housing Committee has been disbanded. Housing staff of the Tri-Valley Cities continues to coordinate on a quarterly basis.

Program 6.1.2: Regional Responses to
Homelessness
A) Continue to coordinate with other local
jurisdictions to in the provision of outreach, social
services, and referrals to people with disabilities,
survivors of domestic violence, and homeless or
those at risk of becoming homeless. Continue joint
support of local homeless shelters and the
Vineyard 2.0 navigation center.

Jointly fund at least three
homeless services projects
each year. See Program 3.4.3
for service objectives.

Ongoing; through annual Housing & Human Services Grant allocation process.

Ongoing. The Housing and Human Services Grant program funded three meal programs supporting low-income and senior residents, one health care resource, one independent living resource for individuals with disabilities, one legal resource for seniors, two rental assistance programs and three case management and counseling programs.

Program 6.1.2: Regional Responses to
Homelessness
B) Pursue opportunities to secure joint funding
with neighboring and local jurisdictions to aid
homeless and at-risk households, such as the
Project Reclamation supportive shared housing
program.

Submit a multijurisdictional
Homekey application in
Round 3 to support
permanent supportive
housing production
objectives identified in
Program 1.5.3.D.

In 2023, and annually as opportunities arise Ongoing. The City managed the Tri-Valley's Homeless, Housing Assistance, and Prevention funds to support Vineyard Resource Center operations and the Open Heart Refuge, 20-bed overnight shelter, Tri-Valley Haven domestic violence Shelter and rental assistance for individuals and families experiencing homelessness. In addition, the City manages the Tri-Valley award for the winter relief program. The City contracts with CityServe of the Tri-Valley to offer hotel vouchers and case management services to the medically-fragile homeless population during the winter months.

EXHIBIT A
818
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
D_1_Name D_2_Objective D_3_Time D_4_Status
12 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Table D
Program Implementation Status pursuant to GC Section 65583 Program 6.1.2: Regional Responses to
Homelessness
C) Implement local and regional plans to address
homelessness, such as the Alameda County Home
Together plan.
n/a Ongoing Ongoing. Alameda County is in the working stages of a new Home Together plan. City staff and two local non-profits are in working groups to ensure East County and the City is represented in these meetings.

Program 6.1.2: Regional Responses to
Homelessness
D) Continue participating in local and regional
partnerships to address homelessness, such as
Everyone Home.

Participate in at least one
regional partnership annually
to address homelessness
Ongoing; meet annually with partners Ongoing. City staff participa te in three Alameda County Continuum of Care groups: The Leadership Board, The Notice of Funding and Opportunities panel, and the Housing Management Information System group. HHS staff sit on the Alameda County Health Care for the Homeless Committee and the First 5 Board.

EXHIBIT A
819
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting
Period 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning 6th Cycle 01/31/2023 - 01/31/2031
Description of
Commercial
Development Bonus
Commercial Development Bonus
Date Approved
34 APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Very Low
Income
Low
Income
Moderate
Income
Above Moderate
Income
Description of
Commercial
Development Bonus
Commercial Development Bonus
Date Approved
Summary Row: Start Data Entry Below
Units Constructed as Part of Agreement
Commercial Development Bonus Approved pursuant to GC Section 65915.7 Table E
Note: "+" indicates an optional field
Project Identifier
1 2
Cells in grey contain auto-calculation
formulas
(CCR Title 25 §6202)

EXHIBIT A
820
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Period 2024
(
31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 01/31/2023 - 01/31/2031
The description should adequately document
how each unit complies with subsection (c) of
Government Code Section 65583.1+.

For detailed reporting requirements, see the
chcklist here:

Extremely Low-
Income+
Very Low-
Income+ Low-Income+ TOTAL UNITS+
Extremely Low-
Income+
Very Low-
Income+ Low-Income+
TOTAL
UNITS+
https://www.hcd.ca.gov/community-
development/docs/adequate-sites-checklist.pdf
Rehabilitation Activity
Preservation of Units At-Risk
Acquisition of Units
Mobilehome Park Preservation
Total Units by Income
Table F
Please note this table is optional: The jurisdiction can use this table to report units that have been substantially rehabilitated, converted from non-affordable to affordable by acquisition, and preserved, including mobilehome park preservation, consistent with the standards set forth in Government Code section 65583.1, subdivision (c). Please note, motel, hotel, hostel rooms or other structures that are converted from non-residential to residential units pursuant to Government Code section 65583.1(c)(1)(D) are considered net-new housing units and must be reported in Table A2 and not reported in Table F.

Activity Type
Units that Do Not Count Towards RHNA+
Listed for Informational Purposes Only
Units that Count Towards RHNA +
Note - Because the statutory requirements severely limit what can be counted, please contact HCD at [email protected] and we will unlock the form which enable you to populate these fields.

Units Rehabilitated, Preserved and Acquired for Alternative Adequate Sites pursuant to Government Code section 65583.1(c)

EXHIBIT A
821
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Note: "+" indicates an
optional field
Reporting
Period 2024 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning
Period 6th C
ycle 01/31/2023 - 01/31/2031
Notes
23 6
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit
Category
(2 to 4,5+)
Tenure
R=Renter
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low- Income Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Total Moderate Income
Units Converted from
Above Moderate
Date
Converted Notes
Summary Row: Start Data Entry Below 00 0 0 0 0 0 0
Table F2
Above Moderate Income Units Converted to Moderate Income Pursuant to Government Code section 65400.2 For up to 25 percent of a jurisdiction’s moderate-income regional housing need allocation, the planning agency may include the number of units in an existing multifamily building that were converted to deed-restricted rental housing for moderate-income h ouseholds by the imposition of affordability covenants and restrictions for the unit. Before adding information to this table, please ensure housing developments meet the requirements de scribed in Government Code 65400.2(b). 5 Project Identifier Unit Types
1 4
Affordability by Household Incomes After Conversion Units credited toward Moderate Income RHNA

EXHIBIT A
822
Jurisdiction Livermore
Reporting
Period 2024
(Jan. 1 - Dec.
31)
Period 6th Cycle 01/31/2023 - 01/31/2031 ANNUAL ELEMENT PROGRESS REPORT Housing Element Implementation
23 4
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Realistic
Capacity
Identified in the
Housing
Element
Entity to whom the site
transferred Intended Use for Site
1 Summary Row: Start Data Entry Below
Note: "+" indicates an optional field
Cells in grey contain auto-calculation formulas
Table G
Locally Owned Lands Included in the Housing Element Sites Inventory that have been sold, leased, or otherwise disposed of Project Identifier
NOTE: This table must only be filled out if the housing element sites inventory contains a site which is or was owned by the reporting jurisdiction, and has been sold, leased, or otherwise disposed of during the reporting

EXHIBIT A
823
Jurisdiction Livermore Note: "+" indicates an optional field Reporting
Period 2024
(Jan. 1 - Dec.
31)
Cells in grey contain auto-calculation
formulas
Designation Size Notes
12 3 4 5 6 7
APN Street Address/Intersection Existing Use Number of
Units
Surplus
Designation
Parcel Size (in
acres) Notes
099-0175-026-00 E Stanley Blvd Vacant 0 Surplus Land 0.344 Development challenges include lack of safe
public access, adjacent to railroad tracks and
in/adjacent to Arroyo Mocho Channel
099-0175-025-00 E Stanley Blvd Vacant 0 Surplus Land 0.843 "Development challenges include lack of safe
public access, adjacent to railroad tracks and
in/adjacent to Arroyo Mocho Channel"
NOTE: This table must contain an invenory of
ALL surplus/excess lands the reporting
jurisdiction owns
Summary Row: Start Data Entry Below
Parcel Identifier

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Table H
Locally Owned Surplus Sites
For Alameda County jurisdictions, please format the APN's as follows:999A-9999-999-99

EXHIBIT A
824
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting
Period 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning
Period 6th Cycle
01/31/2023 - 01/31/2031
Project Type Date
Units
(Beds/Student
Capacity) Granted
Notes
23 56
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Unit Category
(SH - Student
Housing)
Date
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Total Additional
Beds Created Due
to Density Bonus
Notes
Summary Row: Start Data Entry Below
Note: "+" indicates an optional field
Cells in grey contain auto-calculation formulas
Table J
Student housing development for lower income students for which was granted a density bonus pursuant to subparagraph (F) of paragraph (1) of subdivision (b) of Section 65915 Project Identifier Units (Beds/Student Capacity) Approved 1 4
NOTE: STUDENT HOUSING WITH DENSITY BONUS
ONLY. This table only needs to be completed if there
were student housing projects WITH a density bonus
approved pursuant to Government Code65915(b)(1)(F)

EXHIBIT A
825
Jurisdiction Livermore ANNUAL ELEMENT PROGRESS REPORT
Reporting Period 2024 (Jan. 1 - Dec. 31)
Planning Period 6th Cycle 01/31/2023 - 01/31/2031
NoDoes the Jurisdiction have a local tenant preference policy? If the jurisdiction has a local tenant preference policy, provide a link to the jurisdiction's webpage containing authorizing local ordinance and supporting materials.

Notes
Table K
Tenant Preference Policy
Local governments are required to inform HCD about any local tenant preference ordinance the local government maintains when the jurisdiction submits their annual progress report on housing approvals and production, per Government Code 7061 (SB 649, 2022, Cortese). Effective January 1, 2023, local governments adopting a tenant preference are required to create a webpage on their internet website containing authorizing local ordinance and supporting materials, no more than 90 days after the ordinance becomes operational.

EXHIBIT A
826
Jurisdiction Livermore
Reporting Year 2024 (Jan. 1 - Dec. 31)
Total Award Amount Total award amount is auto-populated based on amounts entered in rows 15-26.

Task $ Amount Awarded $ Cumulative Reimbursement Requested Other Funding Notes
Housing Element Update $163,000.00 $162,945.20 Local
General Fund Reimbursement received on 4/25/2024.

Development Code Ordinance
Updates $103,000.00 $89,300.00 Local
General Fund
Ongoing. Partial reimbursement received on
10/31/2024. Housing Chapter of the Development
Code to be adopted by City Council late summer
2025. Final Request for Reimbursement of Funds
submitted to HCD on 2/6/2025. All eligible grant
funds have been expended.

Isabel Neighborhood Specific Plan $34,000.00 $33,502.75 Local General Fund Reimbursement received on 4/25/2024.

Summary of entitlements, building permits, and certificates of occupancy (auto-populated from Table A2) Current Year
Deed Restricted 65
Non-Deed Restricted 0
Deed Restricted 116
Non-Deed Restricted 0
Deed Restricted 227
Non-Deed Restricted 0
1216
1624
Current Year
Deed Restricted 14
Non-Deed Restricted 0
Deed Restricted 14
Non-Deed Restricted 0
Deed Restricted 39
Non-Deed Restricted 30
267
364
Current Year
Deed Restricted 24
Non-Deed Restricted 0
Deed Restricted 0
Non-Deed Restricted 0
Deed Restricted 3
Non-Deed Restricted 42
13 82

ANNUAL ELEMENT PROGRESS REPORT
Local Early Action Planning (LEAP) Reporting
(CCR Title 25 §6202)
Completed
Please update the status of the proposed uses listed in the entity’s application for funding and the corresponding impact on ho using within the region or jurisdiction, as applicable, categorized based on the eligible uses specified in Section 50515.02 or 50515.03, as applicable. 300,000.00$
Task Status
Completed
Other (Please Specify in Notes)
Total Units
Certificate of Occupancy Issued by Affordability Summary Income Level
Very Low
Low
Moderate
Above Moderate
Moderate
Above Moderate
Total Units
Completed Entitlement Issued by Affordability Summary
Income Level
Very Low
Low
Moderate
Above Moderate
Total Units
Building Permits Issued by Affordability Summary
Income Level
Very Low
Low

EXHIBIT A
827

CITY COUNCIL STAFF REPORT
ITEM NO. 10.1

3.2 2024 Climate Action Plan Progress Report, presented by Tricia Pontau, Sustainability Program Manager

Material: PowerPoint Presentation

5.8 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 of the Pacific Avenue Senior Apartments Phase 1.

Materials: Memo, Revised Exhibit C - Ground Lease to the Resolution, and Redlined Revised Exhibit C - Ground Lease

6.1 Hearing to consider the 2024 Housing Element Progress Report, which tracks the City's progress toward implementing the Housing Element of the General Plan and meeting its Regional Housing Needs Allocation (RHNA), pursuant to Government Code Section 65400.

Material: PowerPoint Presentation

8.0 Council Committee Reports and Matters Initiated by City Manager, City Attorney, Staff, and Council Members.

Material: Council Reports

DATE:

March 24, 2025
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Supplemental materials received prior to the meeting.

RECOMMENDED ACTION

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

828

DISCUSSION

ATTACHMENTS

1. Supplemental Materials

Prepared by: Ashley Zieba
Assistant City Clerk

GROUND LEASE
by and between
City of Livermore, as Lessor
and
Pac Avenue, L.P., as Lessee
Dated as of ________________, 2025
Pacific Avenue Senior Apartments Phase 1
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
837

TABLE OF CONTENTS
PAGE
i
ARTICLE 1. DEFINITIONS .................................................................................................... 1 Section 1.1 Definitions.................................................................................................. 1 Section 1.2 Exhibits ...................................................................................................... 8 ARTICLE 2. LEASE OF THE LAND ...................................................................................... 8 Section 2.1 Lease of Land ............................................................................................. 8 Section 2.2 Term ........................................................................................................... 8 Section 2.3 Use ............................................................................................................. 8 Section 2.4 Possession .................................................................................................. 9 Section 2.5 Memorandum of Lease .............................................................................. 9 Section 2.6 As-Is Conveyance………………………………………………………...9
Section 2.7 Lesse to Rely on Own Experts……………………………………………9 ARTICLE 3. THE IMPROVEMENTS ................................................................................... 10 Section 3.1 Construction ............................................................................................. 10 Section 3.2 Liens ......................................................................................................... 10 Section 3.3 Permits, Licenses and Easements ……………………………………….11 Section 3.4 Title to Improvements .............................................................................. 11 Section 3.5 Benefits of Improvement During Term ................................................... 12 ARTICLE 4. RENTS .............................................................................................................. 12 Section 4.1 Ground Rent ............................................................................................. 13 Section 4.2 Payments .................................................................................................. 13 Section 4.3 Determination of Market Rate Rent……………………………………..13

ARTICLE 5. TAXES AND OTHER IMPOSITIONS; UTILITIES ....................................... 13 Section 5.1 Payment of Impositions ........................................................................... 13 Section 5.2 Lessor’s Estate ......................................................................................... 13 Section 5.3 Contested Taxes and Other Impositions .................................................. 14 Section 5.4 Valuation Assessment/Property Tax Exemption ..................................... 14 Section 5.5 Failure to Pay Impositions ....................................................................... 14 Section 5.6 Utilities ..................................................................................................... 14 ARTICLE 6. INSURANCE .................................................................................................... 15 Section 6.1 Required Insurance Coverage .................................................................. 15 Section 6.2 Insurance Policies and Premiums ............................................................ 16 Section 6.3 Proceeds of Insurance...…………………………………………………17 Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
838
ii
Section 6.4 Limitation of Liability.............................................................................. 17 ARTICLE 7. MAINTENANCE, ALTERATIONS, REPAIRS AND
REPLACEMENTS ............................................................................................ 17 Section 7.1 Maintenance of Leased Premises; Landscaping ...................................... 17 Section 7.2 Landscaping Maintenance ....................................................................... 18 Section 7.3 Alterations to Leased Premises …………………………………………18 Section 7.4 Indemnifications ...................................................................................... 19 ARTICLE 8. MORTGAGE LOANS ...................................................................................... 19 Section 8.1 Intentionally Omitted ............................................................................... 19 Section 8.2 Liens and Encumbrances Against the Leasehold Estate .......................... 19 Section 8.3 Cost of Approved Loans to be Paid by Tenant ........................................ 23 Section 8.4 Proceeds of Approved Loans ................................................................... 24 Section 8.5 Notice and Right to Cure Defaults Under Approved Loans .................... 24 Section 8.6 Rights of Investor ..................................................................................... 24 Section 8.7 Right to Pay Taxes and Leasehold ........................................................... 24 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS ....................... 24 Section 9.1 Representations, Warranties and Covenants of Lessor ............................ 24 Section 9.2 Representations, Warranties and Covenants of Lessee ............................ 26 Section 9.3 Hazardous Materials ................................................................................ 26 Section 9.4 Relocation Obligations and Indemnity .................................................... 26 Section 9.5 Hazardous Materials Indemnification ...................................................... 27 Section 9.6 Prevailing Wage Requirements................................................................ 27 Section 9.7 Compliance with Laws ............................................................................ 28 Section 9.8 Affordability and Use Restrictions .......................................................... 28 Section 9.9 Selection of Tenants ................................................................................. 32 Section 9.10 Reporting Requirements; Access to Information; Inspections ................ 33 Section 9.11 Non-Discrimination; Compliance with Fair Housing Laws…………….34 Section 9.12 Fair Housing…………………………………………………………….34
Section 9.13 Management Entity and Replacement of Management Agent………….34 ARTICLE 10. EMINENT DOMAIN ........................................................................................ 35 Section 10.1 Termination of Lease ............................................................................... 35 Section 10.2 Continuation of Lease and Presumption of Restoration .......................... 35 Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
839
iii
Section 10.3 Temporary Taking ................................................................................... 35 Section 10.4 Appointment of Award ………………………………………………… 35 Section 10.5 Joinder ...................................................................................................... 37 Section 10.6 City Reservation of Rights………………………………………………37 ARTICLE 11. DAMAGE OR DESTRUCTION ...................................................................... 37 Section 11.1 Damage or Destruction to Leased Premises ............................................ 37 Section 11.2 Damage or Destruction Near End of Term .............................................. 38 Section 11.3 Distribution of Insurance Proceeds .......................................................... 38 Section 11.4 Insurance Requirements ........................................................................... 38 ARTICLE 12. EVENTS OF DEFAULT .................................................................................. 39 Section 12.1 Events of Default ..................................................................................... 39 Section 12.2 Rights and Remedies................................................................................ 40 Section 12.3 Default by Lessor ..................................................................................... 42 Section 12.4 Notices ..................................................................................................... 42 ARTICLE 13. QUIET ENJOYMENT AND POSSESSION; INSPECTIONS ........................ 42 Section 13.1 Quiet Enjoyment ...................................................................................... 42 Section 13.2 Lessor’s Right of Inspection .................................................................... 42 ARTICLE 14. VACATION OF LEASED PREMISES ............................................................ 43 Section 14.1 Vacation Upon Termination .................................................................... 43 Section 14.2 Surrender ………………………………………………………………..43
ARTICLE 15. NON-MERGER ................................................................................................ 43 Section 15.1 Non-Merger.............................................................................................. 43 ARTICLE 16. TRANSFERS .................................................................................................... 43 Section 16.1 Permitted Transfer by Lessee................................................................... 43 ARTICLE 17. MISCELLANEOUS PROVISIONS ................................................................. 44 Section 17.1 Consents .................................................................................................. 45 Section 17.2 Enforced Delay; Extension of Times of Performance ............................. 45 Section 17.3 Interpretation ............................................................................................ 45 Section 17.4 Entire Agreement: Modifications ............................................................ 45 Section 17.5 Governing Law ........................................................................................ 45 Section 17.6 Binding Effect .......................................................................................... 46 Section 17.7 Severability .............................................................................................. 46 Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
840
iv
Section 17.8 Further Assurances................................................................................... 46 Section 17.9 Authority to Execute Agreement ............................................................. 46 Section 17.10 Lease Administration and Approvals....................................................... 46 Section 17.11 Captions ................................................................................................... 46 Section 17.12 Gender ...................................................................................................... 46 Section 17.13 Exhibits .................................................................................................... 46 Section 17.14 References ................................................................................................ 46 Section 17.15 Cumulative ............................................................................................... 47 Section 17.16 Notices ..................................................................................................... 47 Section 17.17 Counterparts ............................................................................................. 48 Section 17.18 Time of Essence ....................................................................................... 48 Section 17.19 Attorneys’ Fees ........................................................................................ 48 Section 17.20 No Third-Party Beneficiaries ................................................................... 48 Section 17.21 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship ................................................................................ 48 Section 17.22 Holding Over ……………………………………………………………48
Section 17.23 End of Term Transfer of Improvements and Leasehold Estate …………48

Exhibit A: Legal Description of the Leased Premises
Exhibit B: Site Map of the Leased Premises
Exhibit C: Memorandum of Lease
Exhibit D: Financing Plan
Exhibit E: Estoppel Certificate
Exhibit F: Addendum Section 202
Exhibit G: Schedule of Related Documents

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
841

1 135.054/633016

GROUND LEASE
(Phase 1 of Pacific Avenue Development Project)

This Ground Lease (the “Lease”) is entered into as of _______________, 2025 (the “Commencement Date”), by and between City of Livermore, a California municipal corporation (“Lessor”) and Pac Avenue, L.P., a California limited partnership (“Lessee”).

RECITALS
A. Satellite Affordable Housing Associates, Inc., a California nonprofit public benefit corporation (“Satellite Affordable Housing Associates”), entered into that certain Disposition, Development and Loan Agreement for Pacific Senior Development Project dated September 16, 2021, with Lessor, and the City of Livermore, a public body corporate and politic (the “City”), as amended by that certain First Amendment to Disposition, Development and Loan Agreement dated December 13, 2022, (collectively, the “DDLA”). Under the DDLA, the City agreed to ground lease the property on Parcel Map No. 10858, in Book 360, Pages 87-89 of Map, Parcel 2 (the “Land”) to Lessee for ninety-nine (99) years or such longer term as required by lenders and investors, and Lessee has agreed to develop and operate thereon seventy-nine (79) residential dwelling units and related interior and exterior improvements, including but not limited to, a rental office and a community center (the “Improvements”).

B. Lessor desires to lease the Land to Lessee for a period of ninety-nine (99) years pursuant to the terms of this Lease.

C. Capitalized terms which are referred to and utilized throughout this Lease are defined in Article 1 of this Lease.

NOW, THEREFORE, for and in consideration of the foregoing premises, the covenants, representations, warranties and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE 1

DEFINITIONS
Section 1.1 Definitions. For the purposes of this Lease, the following defined terms shall have the meanings ascribed thereto in this Article 1:
(a) Additional Rent: is any amount in addition to Rent and is due and payable within 30 days of invoice from Lessor.
(b) 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).

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
842
2 (c) Affordable Housing Loan Agreement: is the legal contract between the City and Pac Avenue, L.P. that establishes the agreed loan conditions for Phase 1 of the Pacific Avenue Project, as listed in Exhibit “G” hereto.
(d) Affordable Rent(s): 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 thirty percent (30%) of thirty percent (30%) 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 percent (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.
(e) Affordability Term: A term of fifty-eight (58) years following the date of recording of this Lease in the Official Records of the County of Alameda. (f) AMI: See definition of Area Median Income.
(g) Applicable Laws: are defined in Section 9.7.
(h) Area Median Income or AMI: means the median income for Alameda County, California, adjusted for actual household size, as determined in accordance with TCAC regulations.
(i) Approved Loans: All loans, including without limitation, the City A&R Predevelopment Loan, the City Development Loan, the County Loan, the AHP Loan, HUD 202 Loan, as listed in Exhibit G, and the Senior Loan as defined in the Affordable Housing Loan Agreement, obtained from time to time by Lessee for the construction and permanent financing of the Improvements in compliance with the Financing Plan attached hereto as Exhibit D, as such Financing Plan may be revised from time to time by written consent of the Parties, and the refinancing of any such loan provided that the new loan does not exceed the greater of (i) the outstanding principal balance of the original loan, and (ii) eighty percent (80%) the value of the Improvements as determined by an appraisal conducted at Lessee’s expense by an MAI appraiser selected by the lender and approved by Lessor. The Financing Plan cannot be amended to remove a reference to an Approved Loan unless that Loan has been repaid in full. (j) Casualty: As defined in Article 11 hereof.
(k) City: The City of Livermore, California.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
843
3 (l) City Loan: means that certain City A&R Predevelopment loan from City to be assumed by Lessee and that certain City Development Loan to be provided by City to Lessee pursuant to the terms set forth in that certain Affordable Housing Loan Agreement, listed in Exhibit G, between City and Lessee, to assist the Lessee with predevelopment and construction costs of the Project.
(m) Claims: means collectively: claims, demands, investigations, actions, causes of action, suits, judicial or administrative proceedings, damages, losses, liabilities, costs, expenses (including without limitation reasonable attorneys’ fees), damages, penalties, deficiencies, fines, orders, charges, judgments, awards, liens, remedial action requirements, and enforcement actions of any kind.
(n) Construction Plans: means all construction documents upon which Lessee and Lessee’s contractors shall rely in developing the Land and constructing the Project (including landscaping, parking, common and public areas) and shall include, without limitation, final architectural drawings, the site development plan, landscaping, exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications.
(o) County: The County of Alameda, California.
(p) County Loan: means collectively, that certain construction/permanent loan of Measure A1 funds to be provided by County to Lessee in the principal amount of $6,234,012. (q) Commencement Date: The date set forth in the first paragraph of this Lease.
(r) DDLA: As defined in Recital A.
(s) Eligible Household: A household for which gross household income upon initial occupancy does not exceed the maximum income level as specified in Section 9.8 and which includes at least one member who is age 62 or older or other qualifying resident pursuant to California Civil Code Section 51.3.
(t) Environmental Laws: 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 Hazardous Materials 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 Hazardous Materials, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, together with any regulations promulgated thereunder.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
844
4 (u) Environmental Report: means the Phase 1 Environmental Site Assessment dated June 2021, prepared by Geocon Consultants, listed in Exhibit G. (v) Event of Default: As described in Article 12 of this Lease. (w) Financing Plan: the plan attached hereto as Exhibit D which among other things describes the sources and uses for construction and permanent financing for the Project. (x) Governmental Authorities: Any applicable federal, State or local governmental or quasi-governmental entities, subdivisions, agencies, authorities or instrumentalities having jurisdiction over the Leased Premises, the Improvements, Lessor or Lessee.
(y) Hazardous Materials: Any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Leased Premises, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 5101, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. (“RCRA”). The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), asbestos and asbestos-containing materials, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Leased Premises, to adjacent properties, or to persons on or about the Leased Premises, (ii) which causes the Leased Premises to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Leased Premises requires investigation, reporting or remediation under any such laws or regulations.
(z) Impositions: All taxes, assessments, water and sewer charges, charges for public utilities, excises, levies, license and permit fees and other charges that shall or may be assessed, levied or imposed during the Term by any Governmental Authorities upon the Leased Premises or any part thereof, including the buildings or improvements now or hereafter located thereon, including without limitation, possessory interest taxes. “Impositions” shall not include Item 5.8
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5 any income tax, capital levy, estate, succession, inheritance, or similar taxes of Lessor. Except for a tax, assessment, or charge resulting from Lessee’s use of the Leased Premises pursuant to this Lease, “Impositions” shall not include any franchise tax imposed upon any owner of the fee of the Leased Premises, or any income, profits or revenue tax, assessment or charge imposed upon the rent or other benefit received by Lessor under this Lease by any Governmental Authorities.
(aa) Improvements: The senior affordable rental housing development comprised of seventy nine (79) residential dwelling units to be developed on the Land, all of which, other than one (1) Management Unit, will be restricted for occupancy by Eligible Households at Affordable Rents, including, without limitation the following: community space, parking, tenant related space and related ancillary facilities, together with any and all replacements or substitutions therefor or modifications thereto, in accordance with all approvals and conditions for use by the City for the Leased Premises. The Improvements are also referred to in this Lease as “Phase 1” or the “Project”.
(bb) Indemnitees: Lessor and its elected and appointed officials, officers, directors, employees, agents, contractors, representatives and designated volunteers. (cc) Insurance Requirements: The requirements, whether now or hereafter in force, of any insurer or insurance carrier, any board of fire underwriters or any other company, bureau, organization or entity performing the same or similar functions, applicable to the Leased Premises and/or the Improvements, or any portion thereof, to the extent so applicable. (dd) Investor: The low-income housing tax credit investor that will provide equity to the Project and all permitted successors and assigns. (ee) Land: As defined in Recital A above.
(ff) Lease Year: A calendar year.
(gg) Leased Premises: The Land, together with all and singular rights, easements, licenses, privileges and appurtenances thereunto attaching or in any way belonging thereto.
(hh) Leasehold Mortgage: Any mortgage, deed of trust, security agreement or collateral assignment pursuant to an Approved Loan encumbering Lessee’s Estate as a leasehold mortgage lien.
(ii) Legal Requirements: All laws, statutes, codes, ordinances, orders, rules, regulations and requirements of all Governmental Authorities and the appropriate agencies, officers, departments, boards and commissions thereof, whether now or hereafter in force applicable to Lessor, Lessee, the Leased Premises, the Improvements, or any portion thereof, to the extent so applicable.
(jj) Lender: The holder, mortgagee, grantee or secured party under any Leasehold Mortgage.

Item 5.8
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6 (kk) Lessee’s Estate or Leasehold Estate: During the Term of this Lease, Lessee’s leasehold interest in the Land and Lessee’s fee ownership interest in the Improvements, subject to Lessor’s reversionary interest in the Improvements pursuant to this Lease. (ll) Lessor’s Estate: Lessor’s fee estate in the Land and reversionary interest in the Improvements pursuant to this Lease.
(mm) Loan Agreement: means the Affordable Housing Loan Agreement executed by City and Lessor, executed concurrently herewith, which evidences the City Loan. (nn) Loan Documents: All documents executed by Lessee evidencing or securing an Approved Loan.
(oo) Management Agent: The Person designated from time to time as “Management Agent” of all or any portion of the Improvements under any management agreement entered into from time to time with Lessee. The initial Management Agent will be Satellite Affordable Housing Associates Property Management Corporation.

(pp) Market Rate Rent: shall be the fair market rental value as reasonably determined by Lessor.
(qq) Net Condemnation Award: The net amounts owed or paid to the Parties or to which either of the Parties may be or become entitled by reason of any Taking or pursuant to any agreement with any condemning authority which has been made in settlement of any proceeding relating to a Taking, less any costs and expenses incurred by the Parties in collecting such award or payment.
(rr) Partnership: The limited partnership that is the Lessee. (ss) Party: Lessor or Lessee, as applicable. Lessor and Lessee shall be referred to collectively as the “Parties”.
(tt) Permitted Encumbrances: Permitted title encumbrances as defined in Section 9.1(a).
(uu) Person: An individual, partnership, corporation, public benefit corporation, trust, unincorporated association, or other entity or association. (vv) Phase 1 of the Project: Improvements will be developed on Parcel 2 of Parcel Map 10858 (“Phase 1”), as described in Exhibit A, and will consist of approximately seventy-nine (79) units in a mix of one- and two-bedroom units and one manager’s unit. (ww) Phase 2 of the Project: Improvements will be developed on Parcel 4 of Parcel Map 10858 (“Phase 2”), and will consist of approximately sixty-one (61) units in a mix of one- and two-bedroom units.

Item 5.8
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7 (xx) Regulatory Agreement: That certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants to be executed by Lessor and Lessee, as a condition of the Loan Agreement.
(yy) Rent(s): As described in Section 4.1 hereof.
(zz) Rent Restricted: As described in Section 9.8 hereof. (aaa) Restricted Unit(s): As described in Section 9.8 hereof. (bbb) Senior Lender: means First-Citizens Bank & Trust Company. (ccc) Senior Leasehold Mortgage: means that certain Construction Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing executed by Lessee for the benefit of Senior Lender, dated _________as it may be amended from time to time, listed in Exhibit G. The Senior Leasehold Mortgage is the Leasehold Mortgage with a first position lien and security interest on the Leasehold Estate. (ddd) Senior Loan: means that certain construction loan in the amount of $30,223,785.00_ made by Senior Lender to Lessee pursuant to the terms of the Senior Loan Documents.
(eee) Senior Loan Documents: means those certain loan documents evidencing and/or securing the Senior Loan (including, without limitation, the Senior Leasehold Mortgage), listed in Exhibit G, as they may be amended from time to time. (fff) Taking: A taking during the Term hereof of all or any part of the Leased Premises and/or the Improvements, or any interest therein or right accruing thereto, as a result of the exercise of the right of condemnation or eminent domain materially affecting the Leased Premises or any part thereof. A conveyance in lieu of or in anticipation of the exercise of any such right of condemnation or eminent domain shall be considered a Taking. Any such Taking shall be deemed to have occurred upon the earlier to occur of (a) the date on which the property, right or interest so taken must be surrendered to the condemning authority, or (b) the date title vested in a condemning authority or other party pursuant to any Taking. (ggg) Tax Credit Eligible Household: A household that is eligible to rent and occupy a qualified low-income dwelling unit under Section 42 of the Internal Revenue Code and applicable TCAC and State of California Legal Requirements relating to low-income housing tax credits including but not limited to California Revenue and Taxation Code Sections 17057.5, 17058, 23610.4, and 23610.5 and California Health and Safety Code Section 50199, et seq. (hhh) Tax Credit Restrictive Covenant: The agreement with TCAC to be executed by Lessee and properly recorded against the Lessee’s Estate in the land records of the County, setting forth certain terms and conditions under which seventy-nine (79) of the residential units in the Improvements will be operated. (iii) TCAC: means the California Tax Credit Allocation Committee.

Item 5.8
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8 (jjj) Tenant(s): Any tenant, sublessee or licensee of Lessee under any Tenant Lease(s).
(kkk) Tenant Lease(s): Any lease or license agreement entered into by Lessee with residents of the residential units to be developed on the Land. (lll) Term: The period of time described in Section 2.2 hereof. (mmm)Transfer: Any sale, assignment, transfer, conveyance, lease, sublease, encumbrance, mortgage, or hypothecation, in any manner or form or any agreement to do any of the foregoing.

Section 1.2 Exhibits. The Exhibits referred to in this Lease and attached hereto are:

Exhibit A: Legal Description of the Land
Exhibit B: Site Map of the Land
Exhibit C: Memorandum of Lease
Exhibit D: Financing Plan
Exhibit E: Estoppel Certificate
Exhibit F: Addendum Section 202
Exhibit G: Schedule of Related Documents

ARTICLE 1.

LEASE OF THE LAND
Section 1.1 Lease of Land. Subject to the terms hereof and in consideration of the covenants of payment and performance stipulated herein, Lessor leases the Land to Lessee, and in consideration thereof, Lessee takes, hires and leases the Land from the Lessor, pursuant to the terms of this Lease.

Section 1.2 Term. Unless sooner terminated pursuant to the provisions hereof, this Lease shall continue in full force and effect for a term (“Term”), commencing on the Commencement Date and expiring on midnight the day immediately preceding the ninety-ninth year (99th) anniversary from the Commencement Date.

Section 1.3 Use. Subject to the provisions hereof, Lessee shall use the Leased Premises for the construction and operation of the Project, which includes the construction, development and operation of the Improvements on the Land in accordance with the restrictions and requirements set forth in Article 3 hereof. Further, Lessee agrees:
(a) not to use the Leased Premises or permit the Leased Premises to be used for any disorderly or unlawful purpose, and not to commit or permit to be committed any unlawful conduct on the Leased Premises;
Item 5.8
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9 (b) to use reasonable efforts to prevent any Tenant from committing or maintaining any nuisance or unlawful conduct on or about the Leased Premises; (c) to use reasonable efforts to prevent any action by any Tenant that would cause Lessee to violate this Lease;
(d) to take reasonable action, if necessary, to abate any action by any Tenant that violates, or that would cause Lessee to violate this Lease or any law or regulation; and (e) subject to the laws of the State of California and the rights of Tenants, to permit Lessor and its agents to inspect the Leased Premises or any part thereof at any reasonable time during the Term.

Section 1.4 Possession. Lessor agrees to and shall provide possession of the Leased Premises to Lessee, free and clear of all rights to possession or use by any tenants or other individuals or entities other than Lessee (except as disclosed to Lessee or apparent from Lessee’s inspection), and free and clear of any encumbrances (except for Permitted Encumbrances) except as expressly approved by Lessee and Senior Lender in writing. Lessee hereby approves the Regulatory Agreement and encumbrances associated with the City Loan, the State’s Tax Credit Allocation Committee (TCAC), the County Loan, the Senior Loan, Section 202 funding from HUD, No Place Like Home funding from the State and all other financing for the project.

Section 1.5 Memorandum of Lease. The Parties shall execute and acknowledge a memorandum of ground lease, substantially in the form attached hereto as Exhibit C, which shall be recorded at Lessee’s expense.

Section 1.6 AS-IS Conveyance. Lessee specifically acknowledges that Lessor is leasing the Leased Premises to Lessee on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that except as may be expressly stated in this Lease, Lessee is not relying on any representations or warranties of any kind whatsoever, express or implied, from Lessor as to any matters concerning the Leased Premises, including without limitation: (i) the quality, nature, adequacy and physical condition of the Leased Premises, including, but not limited to, appurtenances, access, landscaping, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Leased Premises, (iv) the development potential of the Leased Premises, and the Leased Premises’ use, merchantability, or fitness, suitability, value or adequacy of the Leased Premises for any particular purpose, (v) the zoning or other legal status of the Leased Premises or any other public or private restrictions on use of the Leased Premises, (vi) the compliance of the Leased Premises or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Material, substances or wastes on, under or about the Leased Premises or the adjoining or neighboring property; (viii) the quality of any labor and materials used in any improvements on the Leased Premises, or (ix) the condition of title to the Leased Premises.

Section 1.7 Lessee to Rely on Own Experts. Lessee understands that notwithstanding the delivery by Lessor to Lessee of any documents or disclosures, including, without limitation, Item 5.8
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10 third party reports, Lessee has relied and will rely entirely on Lessee’s own experts and consultants and its own independent investigation in proceeding with the leasing of the Leased Premises.

ARTICLE 2.

THE IMPROVEMENTS
Section 2.1 Construction. Lessee shall cause the Improvements to be constructed in substantial compliance with the Construction Plans approved by City and the terms and conditions of the land use permits and approvals and building permits, including any variances granted for the Improvements to be approved by Lessor, within twenty-four (24) months from the execution of this Lease. Any and all Improvements constructed by or on behalf of Lessee shall be constructed in a good and workerlike manner, in compliance with all applicable Legal Requirements. Except as may be specified in the documents evidencing the City Loan and any City financing for the Project that may be approved by the City in its sole discretion, Lessee shall bear the entire and sole cost of planning, designing, engineering, financing, constructing, supervising, and inspecting the Improvements, including all fees and mitigation measures.

Lessee shall provide plans and as-built drawings to City.

Section 2.2 Liens. Lessee shall not have any right, authority or power to bind Lessor, Lessor’s Estate, or any interest of Lessor in the Land or the Leased Premises, for any claim for labor or material, or for any other charge or expense, lien or security interest incurred in connection with Lessee’s use of the Land, or the development, construction or operation of the Improvements, or any change, alteration or addition thereto. Lessee shall have the right to encumber Lessee’s Estate with security instruments required in connection with the Approved Loans, which Approved Loans shall not require the Lessor’s consent, and with utility easements and other customary easements necessary and incidental to the development, construction and operation of the Improvements, provided that such easements are subject to the approval of Lessor, which shall not be unreasonably withheld, conditioned or delayed. One year prior to the termination of the Lease, the Lessee shall provide the City notice of all easements on the property and the City shall have the sole right to determine whether the easement shall be removed from the property or continue to remain with the land. Lessee shall provide to the City all documents the City determines in its sole discretion are necessary to (1) evaluate said easements and (2) either remove from or continue said easements on the Leased Premises.

The Lessee shall not create or permit or suffer to be created or to remain upon the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or upon the Leased Premises, or any part thereof, and will discharge, any lien (except as permitted in the preceding paragraph and/or Section 2.4 hereof), including, but not limited to, the liens of mechanics, laborers, materialmen, suppliers or vendors for work or materials alleged to be done or furnished in connection with the Leased Premises or the Project, or any part thereof. Except as permitted in the preceding paragraph and/or Section 2.4 hereof, if any claim of lien is filed against the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or a stop notice is served on any other lender or other third party in connection with the Leased Premises or the Improvements, or upon the Leased Premises, or any part thereof, then the Lessee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop Item 5.8
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11 notice, effect the release of such lien or stop notice by delivering to the Lessor a surety bond in sufficient form and amount, or provide the Lessor with other assurance satisfactory to the Lessor that the claim of lien or stop notice will be paid or discharged. If the Lessee fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Lease, then in addition to any other right or remedy, the Lessor may (but shall be under no obligation to) following not less than 10 business days’ written notice to Lessee, discharge such lien, encumbrance, charge, or claim at the Lessee’s expense. Any expense incurred by Lessor pursuant to this Section shall be immediately due and payable by Lessee to Lessor as Additional Rent under this Lease within thirty (30) days of invoice from Lessor. The Lessee shall have the right to contest in good faith and by appropriate legal proceedings the validity or amount of any mechanics’, laborers’, materialmen’s, suppliers’ or vendors’ lien or claimed lien; provided that the Lessee shall utilize all reasonable means (including the posting of adequate security for payment) to protect the Leasehold Estate, the Lessor’s Estate and any other interest of Lessor in the Land or the Leased Premises against foreclosure. In addition to any other indemnities provided in this Lease, Lessee shall indemnify, protect, defend (with counsel of Lessor’s choosing), and hold harmless the Indemnitees from any and all alleged or actual Claims arising by reason of or in connection with a contractor’s lien or work, stop notice, labor, services, or materials supplied or claimed to have been supplied to Lessee or anyone holding the Leased Premises or the Improvements, or any part thereof, through or under Lessee.

Nothing in this Lease shall be construed as constituting the consent of the Lessor, expressed or implied, to the performance of any labor or the furnishing of any materials or any specific improvements, alterations of or repairs to the Leased Premises or the Project, or any part thereof, by any contractor, subcontractor, laborer or materialman, nor as giving the Lessee or any other person any right, power or authority to act as agent of or to contract for, or permit the rendering of, any services or the furnishing of any materials in such manner as would give rise to the filing of mechanics’ liens or other claims against the Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises. The Lessor shall have the right at all reasonable times to post and keep posted on the Leased Premises any notices which the Lessor may deem necessary for the protection of the Lessor and of Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises from mechanics’ liens or other claims. In addition, but subject to the paragraph above, the Lessee shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons doing any work or furnishing any materials or supplies to the Lessee, or any of its respective contractors or subcontractors in connection with the Leased Premises and the Project. The provisions of this Section shall survive the expiration or termination of this Lease.

Section 2.3 Permits, Licenses and Easements. Lessor shall not unlawfully obstruct or impede Lessee from seeking any and all permits, licenses, easements and other authorizations required by any Governmental Authority with respect to any construction or other work to be performed on the Leased Premises and, Lessor will not unlawfully obstruct or impede Lessee from obtaining as applicable, all permits, licenses, easements and other governmental authorizations that are necessary or helpful for electric, telephone, gas, cable television, water, sewer, drainage, access and such other public or private utilities or facilities as may be reasonably necessary or desirable in connection with the construction or operation of the Improvements. Payment of all fees, costs and expenses associated with any of the foregoing, including, without limitation, utility Item 5.8
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12 connection fees and ongoing service fees, shall be the responsibility of Lessee, and Lessor shall have no responsibility to pay any such fees, costs or expenses.

Section 2.4 Title to Improvements.
(a) During the Term. Lessor hereby grants to Lessee, without warranty express or implied, any right, title, or interest that Lessor may have in the Improvements now or hereafter located on the Leased Premises. Notwithstanding any provision in this Lease to the contrary, the Improvements and all alterations, additions, equipment, and fixtures built, made or installed by Lessee in, on, under or to the Leased Premises or Improvements shall be the sole property of Lessee until the expiration of the Term or other termination of this Lease; provided, however, that Lessee shall have no right to destroy, demolish or remove the Improvements except as specifically provided for in this Lease or as approved in writing by Lessor. It is the intent of the parties hereto that this Lease shall create a constructive notice of severance of the Improvements from the Leased Premises without the necessity of a deed from Lessor after the Improvements have been constructed. Notwithstanding the foregoing, Lessee shall be permitted to demolish any improvements located on the Leased Premises as of the Commencement Date, provided that all work related to such demolition is performed in compliance with all Legal Requirements, including without limitation, all Environmental Laws. (b) After the Term. Upon the expiration of the Term or other termination of the Lease, the Improvements and all alterations, additions, equipment and fixtures shall be deemed to be and shall automatically become the property of Lessor, without cost or charge to Lessor. Lessor agrees that Lessee, at any time prior to the expiration or other termination of this Lease, may remove from the Leased Premises any and all equipment which Lessee has furnished for maintenance purposes or for the use of the Management Agent, provided that Lessee shall repair any physical damage to the Leased Premises caused by the removal of such equipment and property. Lessee agrees to execute, at the request of Lessor at the end of the Term, a confirmatory quitclaim deed of the Improvements to Lessor to be recorded at Lessor’s option and expense and any other documents that may be reasonably required by Lessor or Lessor’s title company to provide Lessor title to the Leased Premises and the Improvements free and clear of all monetary liens and monetary encumbrances not caused or agreed to by Lessor. Without limiting the foregoing, upon the expiration or sooner termination of this Lease, Lessee shall deliver the Leased Premises and the Improvements to Lessor free of all monetary liens and encumbrances unless otherwise consented to in writing by Lessor. Any equipment or other personal property not removed from the Leased Premises by the expiration of the Term shall become the property of Lessor, and Lessor shall have the right to dispose of such equipment and property in the manner of Lessor’s choosing. Lessee expressly waives the protections in Sections 1980-1993.09 of the California Civil Code, amended from time to time, as applicable. Lessee shall require Tenant Leases to include a waiver of the protections in Sections 1980-1992 of the California Civil Code, as amended from time to time, so long as there is no legal prohibition against a waiver of these provisions for residential tenancies.

Section 2.5 Benefits of Improvement During Term. Lessor acknowledges and agrees that any and all depreciation, amortization and tax credits for federal or state tax purposes relating to the Improvements located on the Leased Premises and any and all additions thereto, Item 5.8
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13 substitutions therefor, fixtures therein and other property relating thereto shall be deducted or credited exclusively by Lessee during the Term.

ARTICLE 3.

RENTS
Section 3.1 Ground Rent. For each Lease Year during the Term during which rent charged to residential Tenants is restricted by a regulatory agreement recorded for the benefit of TCAC or another governmental agency that imposes rent restrictions that are more stringent than those set forth in Section 9.8 of this Lease (“Affordability Restrictions”), annual rent shall be paid by the Lessee to the Lessor in advance on or before the first calendar day of March each year (“Rent”) in the nominal amount of $1.00 per Lease Year or partial Lease Year. If at any time during the Term, rent charged to residential Tenants is no longer restricted by Affordability Restrictions that are more stringent than those set forth in Section 9.8, then commencing upon the expiration of such restrictions, Lessee shall pay annual Rent in an amount equal to Market Rate Rent as determined in accordance with Section 4.3, commencing with the first month following the date the Affordability Restrictions no longer encumber the Improvements, in advance for each succeeding (or partial) year remaining in the Term.

Section 3.2 Payments. All Rent, Additional Rent, and other sums, if any, due to Lessor hereunder shall be paid by Lessee to Lessor at the address of Lessor set forth hereinafter for notices, or to such other person and/or at such other address as Lessor may direct by written notice to Lessee, without notice or demand, and without abatement, deduction or set off.

Additional Rent or other sums shall be due and owing to Lessor within thirty (30) days of Lessor’s demand to Lessee.

Section 4.3 Determination of Market Rate Rent. Market Rate Rent shall be the fair market rental value as reasonably determined by Lessor; provided however, if Lessee reasonably and in good faith disputes Lessor’s determination of Market Rate Rent, then Market Rate Rent shall be determined by appraisal by an independent real estate appraiser with an MAI certificate or the equivalent mutually selected by Lessor and Lessee. If Lessor and Lessee cannot agree upon an appraiser, then each of Lessor and Lessee shall select, within fifteen (15) days following their inability to agree upon an appraiser, an MAI appraiser who has no less than ten (10) years of experience valuing residential apartment projects in Alameda County, California. If a party fails to select an appraiser within such fifteen (15) day period, then such party shall have irrevocably waived its right to select an appraiser. The two appraisers shall determine the Market Rate Rent. If the two appraisers are unable to agree upon the Market Rate Rent, then Market Rate Rent shall be the average of both determinations; provided however if the determinations of the two appraisers differ by ten (10%) or more, a third appraiser shall be selected jointly by the two appraisers, and the average of the highest two appraisals shall be used to determine the Market Rate Rent.

ARTICLE 4.

TAXES AND OTHER IMPOSITIONS; UTILITIES

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1 854
14 Section 4.1 Payment of Impositions. As and when the same shall become due, Lessee will pay all of the Impositions, except that if any Imposition that Lessee is obligated to pay in whole or in part is permitted by law to be paid in installments, Lessee may pay or cause to be paid such Imposition (or its proportionate part thereof) in installments as and when such installments become due. Upon the written request of Lessor, Lessee shall provide to Lessor evidence satisfactory to Lessor of payment of all Impositions. During the first and last years of the Term, all Impositions shall become payable during each calendar, fiscal, tax or Lease Year, as applicable, shall be ratably adjusted on a per diem basis between Lessor and Lessee in accordance with the respective portions of such calendar, fiscal, tax, assessment or Lease Year during the Term. If any special assessments are payable in installments, Lessee shall pay only those installments that are due and payable during the Term.

Section 4.2 Lessor’s Estate.

Notwithstanding anything contained in this Lease to the contrary, any and all Impositions for taxes and assessments charged against the value of Lessor’s Estate shall be the responsibility and obligation of Lessor. Notwithstanding any contrary provision of this Lease, Lessee shall be responsible for payment of any possessory interest taxes payable in connection with this Lease and the Leasehold Estate.

Section 4.3 Contested Taxes and Other Impositions.
(a) Lessee, in its own name or in the name of Lessor if prior written consent of Lessor is obtained by Lessee, may contest the validity or amount of any Imposition relating to all or any portion of the Leased Premises, in which event the payment thereof, if authorized by applicable law, may be deferred during the pendency of such contest, if diligently prosecuted in good faith. If applicable law is silent on or expressly disallows deferring payment pending the contest of validity, Lessee shall timely pay any Imposition that is subject to dispute under protest, reserving any and all rights for repayment from the applicable taxing entity if resolution of such contest results in a decision or judgment in Lessee’s favor. (b) Intentionally omitted.

Section 4.4 Valuation Assessment/Property Tax Exemption.

If applicable, Lessee may attempt to obtain a lowering of the assessed valuation of the Leased Premises for any year or obtain a property tax exemption for the purpose of reducing taxes thereon. In such event, upon Lessee’s request, Lessor may use reasonable efforts to assist Lessee in such endeavor; provided, however, that Lessor shall incur no liability or otherwise be construed as being in default under this Lease for any assistance (or limitation of assistance) provided to Lessee pursuant to this Section.

Section 4.5 Failure to Pay Impositions. If Lessee shall fail to pay any Impositions before the same become delinquent, except if Lessee is in good faith contesting such Impositions pursuant to Section 5.3 hereof, Lessor, at its sole election, may pay such Impositions (but shall not be obligated to pay same), together with any interest and penalties due thereon, and the amount so paid by Lessor shall be repayable to Lessor by Lessee, with an additional interest payment payable to Lessor in an amount of 10% of the total payment (including interest and Item 5.8
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15 payments) paid by Lessor for the Imposition, or the maximum amount of interest allowable pursuant to law, whichever is less, within thirty (30) days as Additional Rent hereunder.

Section 4.6 Utilities. Lessee shall pay all charges for all utilities used, rendered or supplied upon or in connection with the Improvements and the operation or construction thereof including, but not limited to, all charges for gas, electricity, light, heat or power, all telephone and other communications services, all water and sewer service charges, and all sanitation fees or charges (all of the foregoing, collectively “Utility Charges”) levied or charged against the Leased Premises during the Term; provided, however, that Lessee shall have no responsibility hereunder for the payment of Utility Charges for utilities supplied by the respective providers directly to Tenants for such Tenants’ use in connection with the occupancy of their respective residential units unless otherwise provided in the applicable Tenant Lease. Notwithstanding any contrary provision of this Lease, Lessor shall have no responsibility for payment of any Utility Charges.

There are existing public utilities located at Pacific Avenue. It will be the Lessee’s responsibility to extend services to serve their development.

ARTICLE 5.

INSURANCE
Section 5.1 Required Insurance Coverage. Standard “All Risk” Casualty and Fire and Extended Coverage Endorsement. Lessee shall during the Lease Term keep the Leased Premises insured against loss or damage by a standard all risk policy, excluding earthquake risks, in amounts such that the proceeds of such insurance shall not be less than the full replacement value of the Leased Premises unless otherwise consented to in writing by City’s Risk Manager. (a) Liability Insurance. During the Lease Term, Lessee shall keep in full force and effect a policy or policies of comprehensive general liability insurance against liability for bodily injury to or death of any person arising out of an occurrence on or about the Leased Premises. The limits of such insurance shall be not less than Three Million Dollars ($3,000,000) combined single limit each occurrence, Six Million Dollars ($6,000,000) annual aggregate, including coverage for bodily injury, property damage, hired and non-owned automobile liability, products, completed operations and contractual liability coverage. (b) Workers’ Compensation Insurance. Lessee shall require all contractors performing work on the Leased Premises to carry workers’ compensation insurance covering all persons employed in connection with the Leased Premises or the Improvements and with respect to whom death, bodily injury, or sickness insurance claims could be asserted against Lessor and/or Lessee. Lessee shall furnish or cause to be furnished to Lessor evidence satisfactory to Lessor that Lessee (if Lessee has any employees), and any contractor that has contracted for the performance of work on the Leased Premises, or otherwise pursuant to this Lease carries statutory Workers’ Compensation insurance and Employer’s Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per accident.

(c) Commercial Property Insurance. During the Lease Term, Lessee shall maintain property insurance coverage to cover full replacement value, to include improvements, and shall be written on an all-risk basis. The policy will also include a provision that protects the Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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16 location and the Lessor’s interest if the Property is vacant and/or unoccupied for more than thirty (30) days. The policy must also include a business interruption provision to cover loan payments for twelve (12) to twenty-four (24) months if the property is damaged and cannot be sold or occupied.
(d) Builders’ Risk Insurance. Upon commencement of construction and continuing until issuance of a certificate of occupancy, or equivalent for the Improvements, Lessee and all contractors working on behalf of Lessee shall maintain a policy of builder’s all- risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming Lessor as loss payee as its interests may appear. During the course of any alteration, construction or reconstruction, the cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000), Lessee shall require any contractor to provide builders’ risk insurance for the full insurable cost of the work and liability insurance in an amount not less than One Million Dollars ($1,000,000) combined single limit for bodily injury or property damage insuring the interests of Lessor, Lessee and any contractors and subcontractors. (c) Pollution Legal Liability Insurance. During the course of construction, Lessee shall maintain Pollution Legal Liability Insurance with a combined single limit of $1,000,000 for each pollution incident, $2,000,000 aggregate, and with coverage to include legal liability arising from the sudden and accidental release of pollutants, and no less than a three- year extended reporting period. Also, this coverage is to include non-owned disposal coverage.

Section 5.2 Insurance Policies and Premiums.
(a) All liability policies required by this Lease shall be written on an occurrence basis, and shall name the Indemnitees as additional insureds. (b) All policies of insurance shall include an endorsement that provides that notice of any change or cancellation of said policy must be made in writing and sent to Lessee and Lessor at their respective principal offices at least thirty (30) days before the effective date of change or cancellation.

(c) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A: VII.
(d) If any insurance policy or coverage required hereunder is canceled or reduced, Lessee shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Lessor 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, Lessor may, with notice and at its option, procure such insurance coverage at Lessee’s expense, and Lessee shall promptly reimburse Lessor for such expense upon receipt of billing from Lessor.
(e) The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Coverage provided by Lessee shall Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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17 be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by Lessor, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the Lessor. Lessee shall furnish the required certificates and endorsements to Lessor prior to the commencement of rehabilitation or construction work on the Project and shall provide Lessor with certified copies of the required insurance policies upon request of Lessor.

(e) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to approval by City’s Risk Manager. At the option of and upon request by City’s Risk Manager, if it is determined that such deductibles or retentions are unreasonably high, the insurer shall reduce or eliminate such deductibles or self-insurance retentions or Lessee shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses. (f) Adjustments. The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Commencement Date nor more than once in every three (3) year period) to address changes in circumstances, including, but not limited to, changes in the purchasing power of the dollar and the litigation climate in California, provided that such adjustments are consistent with generally prevailing requirements for residential multi-family developments similar to the Project and located in the San Francisco/Alameda County area.

Within thirty (30) days following Lessor’s delivery of written notice of any such adjustments, Lessee shall provide Lessor with amended or new insurance certificates and endorsements evidencing compliance with such adjustments.

(g) Additional Insured. For all liability insurance required by this Agreement, Lessee (and Lessee’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Lessee (and Lessee’s contractors) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Lessee (or Lessee’s contractors, as applicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Lessee (or Lessee’s contractors as applicable) obtain insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of such minimum amounts.

Section 6.3 Proceeds of Insurance.

For so long as any Leasehold Mortgage on the Leased Premises is outstanding: All fire and standard risk or extended coverage (casualty) insurance proceeds shall be applied to the payment of the costs of repairing or rebuilding that part of the Leased Premises damaged or destroyed if (i) Lessee agrees in writing within ninety (90) days after payment of the proceeds of insurance that such repair or rebuilding is economically feasible, and (ii) each Lender permits Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
858
18 such repair or rebuilding, provided that the extent of the Lessee’s obligation to restore the Leased Premises shall be limited to the amount of the insurance proceeds.

Notwithstanding anything to the contrary contained in this Lease, all such proceeds shall be applied in a manner consistent with the terms of the Leasehold Mortgages.

In the event that no Leasehold Mortgage is outstanding, all insurance proceeds received under the policies set forth in this Article 6 shall be paid to Lessee, provided that Lessee agrees that it shall apply such proceeds for reconstruction or repair of the Improvements unless such repair or reconstruction is not economically feasible.

To the extent any of the above provisions are inconsistent with the provisions of any of the Loan Documents, the Loan Documents shall be controlling.

Section 6.4 Limitation of Liability.

In addition to any other indemnities provided in this Lease, to the fullest extend permitted by law, Lessee shall indemnify, protect, defend (with counsel selected by or otherwise acceptable to Lessor), and hold harmless the Indemnitees from and against any and all Claims of every nature arising out of or in connection with, attributable to or otherwise occasioned, in whole or in part, by any act or omission of Lessee or Lessee’s officials, officers, directors, employees, agents, contractors, servants, volunteers, tenants, assignees, licensees, or invitees, arising from or relating to (i) breach of Lessee’s representations and warranties, (ii) the construction of the Improvements or operation of the Leased Premises; (iii) the use, occupation, improvement, or maintenance of the Leased Premises or any work or activity in or about the Premises by Lessee or its assignees or Tenants or their respective authorized representatives, licensees, or invites; (iv) any activity, condition, or occurrence in or about the Leased Premises; (v) the filing or potential filing of any liens against the Leased Premises in connection with any work done or caused to be done by lessee or its assignees or Tenants; (vi) any breach or failure to perform any obligation imposed on Lessee under this Lease; or (vii) any other actor omission of Lessee or its officials, officers, directors, employees, agents, contractors, servants, volunteers, Tenants, assignees, licensees, or invitees, except to the extent any such Claim is cause by the sole active gross negligence or willful misconduct of the Indemnitees.

(a) The provisions of this Section 6.4 and other indemnities provided in this Lease shall survive the expiration or termination of this Lease. The Lessee’s obligations to hold harmless, indemnify, and defend shall not be excused because of Lessee’s inability to evaluate Claims or because Lessee evaluates Claims and determines that Lessee is not liable to claimant.

The obligations in this Section 6.4 and other indemnities provided in this Lease shall not in any way be limited by the minimum insurance obliga tions contained in this Lease. Lessee must respond within 30 days to the tender of any claim for defense and indemnity by the City.

(b) Modification for Construction Contracts. To the extent this Lease is a “construction contract” covered by California Civil Code section 2782, then Lessee’s duty to indemnify, as specified in this Section 6.4 and other indemnities in this Lease, shall not apply in a manner prohibited by California Civil Code section 2782.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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19 (c) Modification for Design Professional Services. To the extent this Lease is construed as an agreement for “design professional services” defined in California Civil Code section 2782.8, then Lessee’s duties to defend and indemnify shall only apply to th e extent provided for in California Civil Code section 2782.8(a), unless Section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

ARTICLE 7

MAINTENANCE, ALTERATIONS, REPAIRS AND REPLACEMENTS

Section 7.1 Maintenance of Leased Premises; Landscaping. During the Term, at Lessee’s sole cost and expense, Lessee shall keep and maintain the Leased Premises, all Improvements hereafter developed, and all appurtenances thereunto belonging, in good and safe order, condition and repair. All such maintenance and repair shall conform to and comply with all Legal Requirements affecting the Leased Premises.

Section 7.2 Landscaping Maintenance.
(a) The provisions of this Section 7.1.1 Care intended to satisfy, with respect to the Leased Premises, Condition No. 66 of the Conditions of Approval approved by the City of Livermore in connection with its approval of Planned Unit Development for File No. PUD-101. (b) Lessee, at no expense to the Lessor and in compliance with all laws and regulations, shall maintain in healthful, attractive and reasonably weed-free manner all the landscaped areas related to the Project as shown in the landscaping plan approved by the City, listed in Exhibit G, and which may be amended or revised from time to time. “Landscaped areas” as used in this Lease shall mean plantings and irrigation systems which have been installed, or are proposed to be installed, pursuant to the City-approved landscaped plan for the Project including those in City right-of-ways. All plantings shall be maintained using generally accepted methods of cultivation to ensure reasonably normal, healthy plant growth. Maintenance shall include replacement of plantings, when necessary, and all ordinary and usual care, including, but not limited to, irrigation, fertilization, pest and disease control, weeding, rotation of plantings and the removal of trimmings, rubbish, debris, and other solid waste. Lessee shall, at no expense to the Lessor, install, maintain, repair, and replace, where necessary, such irrigation systems as are required to provide adequate irrigation in compliance with water conservation practices.
(c) If, in the reasonable judgment of the Public Works Director, Lessee has failed to maintain properly any landscaping as required by this Lease, the Lessor may perform such maintenance, at its sole option, after thirty (30) days’ prior written notice to Lessee of such failure to maintain. In such event, the Lessor’s performance of such maintenance shall be at the Lessee’s sole expense and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance. (d) If any maintenance, repair, or replacement of landscaping needs immediate correction as a result of a public safety or health hazard, as reasonably determined by the City Public Works Director, and such maintenance is not performed, or cannot be performed, Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
860
20 by Lessee within twenty-four (24) hours of receipt of such notice thereof, the Lessor may perform or cause to be performed such maintenance at Lessee’s expense, and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance within thirty (30) days of Lessor’s demand.

Section 7.3 Alterations to Leased Premises. Lessee may make any additions, alterations or changes (sometimes collectively referred to herein as “Alterations”) in or to the Improvements subject, however, to the following conditions:
(a) No Alterations shall be made that would tend to impair the structural soundness of the Improvements;
(b) No Alterations shall be undertaken that are prohibited by, or would cause the Leased Premises, the Improvements, Lessee, or Lessor to be in breach or violation of any Legal Requirements, including those concerning prevailing wage, or this Lease;

(c) No Alterations shall be undertaken until Lessee shall have procured, to the extent the same may be required from time to time, all permits and authorizations of all applicable Governmental Authorities, all required consents of any Lender, and the consent of Lessor. Lessor shall not unlawfully obstruct the application for such permits or authorizations; and
(d) Any Alterations shall be performed in good and workerlike manner and in compliance with all applicable Legal Requirements and all applicable Insurance Requirements. (e) Any and all Alterations shall be consistent with the use of the Leased Premises as authorized under this Lease.

(f) Any Alteration that will exceed the sum of Two Hundred Fifty Thousand Dollars ($250,000) in cost (increasing annually by the amount of the Consumer Price Index- Urban (CPI-U) for the San Francisco-Oakland-San Jose, California metropolitan area) shall require Lessor’s advance written consent which shall not be unreasonably withheld.

Section 7.4 Indemnifications. Notwithstanding any other provision of this Lease to the contrary, and in addition to any other indemnities provided in this Lease, to the fullest extent permitted by law, Lessee hereby agrees to indemnify, protect, hold harmless and defend with counsel selected by or otherwise acceptable to Lessor) the Indemnitees from and against any and all Claims of every nature arising out of or relating to (1) Lessee’s obligations under this Lease or the (2) construction or operation of the Improvements or any Alterations except to the extent any such Claim arises from the sole active gross negligence or willful misconduct of the Indemnitees. In addition, if any contractor or subcontractor which performed any construction work for Lessee or Lessee’s affiliates on the Improvements or Alterations shall assert any Claim against Lessor or the Indemnitees on account of any damage alleged to have been caused by reason of acts of negligence of Lessee or Lessee’s affiliates, members, partners, officers, directors, affiliates, agents, employees or construction contractors, Lessee shall defend at its own expense any suit based upon such Claim; and if any judgment or claim against Lessor shall be allowed, Lessee shall pay or cause to be paid or satisfied such judgment of claim and pay all Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
861
21 costs and expenses in connection therewith. The provisions of this Section shall survive the expiration or termination of this Lease. Lessee must respond within 30 days to the tender of any claim for defense and indemnity by the City. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

ARTICLE 8

MORTGAGE LOANS
Section 8.1 Intentionally omitted.

Section 8.2 Liens and Encumbrances Against the Leasehold Estate. The Lessee shall have the right to encumber the Leasehold Estate with leasehold deeds of trust, mortgages, and regulatory and affordability agreements related to the Approved Loans without Lessor’s consent (collectively, “Liens”) provided that all documents evidencing Liens other than those related to the Approved Loans reflected in the Financing Plan attached hereto, are consistent with the terms and conditions of this Lease and the Financing Plan. Lessee shall further have the right to encumber the Leasehold Estate with that certain Easement and License Agreement in substantially the form attached to Lessee’s partnership agreement subject to the City’s right to reasonably review and approve the final form of the Easement and License Agreement. (a) For as long as there is any Lien securing any Approved Loan:
(1) Lessor shall not agree to any cancellation, termination (except for a termination for a default by Lessee which is not cured by Lessee or Lender in accordance with this Lease), or accept any surrender of this Lease, nor shall Lessor consent to any amendment or modification of this Lease without the prior written consent of the Lenders that have outstanding Approved Loans. In the event that Lessor receives competing or conflicting offers to cure any default under this Lease, Lessor shall accept the offers to cure in the following order: first, Lessee or the limited partner (or members, as applicable) therein, then each Lender in the same relative priority as their respective Liens.
(2) Notwithstanding any default by Lessee under this Lease, Lessor shall have no right to terminate this Lease or exercise any other right or remedies under this Lease unless Lessor shall have given the Lenders that have outstanding Approved Loans written notice of such default and such Lenders shall have failed to remedy such default or acquire the Leasehold Estate or commence foreclosure or other appropriate proceedings as set forth in, and within the time specified by, this Section 8.2.
(3) Any Lender that has an outstanding Approved Loan shall have the right, but not the obligation, at any time to pay any or all of the Rent, Additional Rent, or any other sums due pursuant to the terms of this Lease, and do any other act or thing required of Lessee by the terms of this Lease, to prevent termination of this Lease. Lessor shall provide each Lender that has an outstanding Approved Loan written notice of default concurrently with delivery of such notice to Lessee. Each Lender shall have the same period to cure such default as afforded to Lessee, extended by an additional twenty (20) days in the case of a monetary Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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22 default, and by an additional forty-five (45) days in the case of a nonmonetary default. The notice of default shall describe the action necessary to cure the default, and shall include, with respect to any monetary default, a detailed statement identifying the amounts due and the obligations to which amounts relate, and with respect to any non-monetary default, a detailed statement identifying the obligations breached and the cure expected by Lessor; provided, however, that if any nonmonetary default is not susceptible to cure within the applicable cure period, the Lender shall have such longer period, not to exceed an additional ninety (90) days, as may be necessary to cure the default, so long as such Lender is diligently prosecuting such cure to completion. All payments so made and all things so done shall be as effective to prevent a termination of this Lease as the same would have been if made and performed by Lessee instead of by the Lender(s).
(4) In addition to the cure periods described in the preceding paragraph (3), if the default is such that possession of the Leasehold Estate may be reasonably necessary to remedy the default, any Lender that has an outstanding Approved Loan shall have a reasonable time after the expiration of the applicable cure period described in the preceding paragraph (3) within which to remedy such default, provided that (A) such Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease within the first sixty (60) days following Lessor’s delivery of notice pursuant to subsection (3) of this Section 8.2(a) and shall continue to pay currently such monetary obligations when the same are due; (B) such Lender shall have acquired Lessee’s Leasehold Estate hereunder or commenced foreclosure or other appropriate proceedings prior to or within 150 days following Lessor’s delivery of notice pursuant to subsection (2) of this Section 8.2(a), and shall be diligently prosecuting the same; and (C) and after acquiring possession of the Leasehold Estate, such Lender shall diligently prosecute to completion such cures as may be reasonably possible to remedy nonmonetary defaults existing under this Lease. Any default under this Lease which by its nature cannot be remedied by Lender shall be deemed remedied upon Lender or its Nominee (as hereinafter defined) acquiring Lessee’s interest in the Premises as provided in this Section and curing said default.
(5) Lessor shall promptly provide estoppel certificates reasonably requested by lenders or investors.
(6) If the Lenders are prohibited, stayed or enjoined by any bankruptcy or insolvency proceeding of any court, including without limitation a court having jurisdiction over Lessee in such proceeding, from commencing or prosecuting foreclosure proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that any Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease, including without limitation any monetary obligations to third parties which have become, or threaten to become, liens against the Leased Premises or any portion thereof, and shall continue to pay currently such monetary obligations when the same fall due; provided, further, that, subject to subsection (1) of this Section 8.2(a), such Lender shall not interfere with Lessor’s efforts to seek compliance by Lessee with any non-monetary obligation under this Lease. (7) Lessor shall mail or deliver to any Lenders that have any outstanding Approved Loans a duplicate copy of any notice which Lessor may deliver to Lessee Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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23 pursuant to this Lease, including any notice of default. Lessee shall deliver to Lessor the name and contact information for all Lenders that have outstanding Approved Loans, including successors in interest to Approved Loans immediately upon demand of Lessor. Provided Lessee (or Lender) has delivered Lessor the name and contact information of the Lender having an outstanding Approved Loan, no notice of default by Lessor to Lessee shall be effective as to that Lender unless and until a copy of the notice shall have been mailed or delivered to such Lender as set forth in this Section.
(8) The foreclosure of an Approved Loan, any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the leasehold mortgage securing the Approved Loan, or any conveyance of the Leasehold Estate created hereby from Lessee to a Lender through or in lieu of foreclosure (a “Foreclosure Event”), shall not require the consent of Lessor or constitute a breach of any provision of this Lease. In the event any Lender or its Nominee (as defined herein) becomes Lessee under this Lease by such means or pursuant to any new lease obtained under paragraph (9) of this Section 8.2(a) below, Lessor shall recognize the Lender or its Nominee as Lessee hereunder or under such new lease and the Lender or such Nominee, as applicable, shall be personally liable under this Lease or such new lease only for the period of time that the Lender or such Nominee, as applicable, remains Lessee thereunder (and such liability shall be limited to Lender’s or Nominee’s, as applicable, interest in the Leaseholder Estate), provided that the Lender or its Nominee attorns to Lessor and agrees to be subject to the restrictions of this Lease. If a Lender or its Nominee becomes the lessee under this Lease or any such new lease, the Lender shall have the right thereafter to assign or sublease this Lease or such new lease one time, provided that any assignee: (A) shall take the Leasehold Estate subject to all of the provisions of this Lease or such new lease, and (B) shall assume and agree to perform all obligations of Lessee under this Lease. Any further assignment shall be subject to the consent of Lessor, which consent shall not be unreasonably withheld. Nothing in this Section shall be construed to obligate any Lender to remedy any default of Lessee, except defaults that occur or continue (when such continuing defaults are susceptible to cure) during the period that the Lender is a lessee under this Lease,, and any failure of any Lender to complete any such cure after commencing the same shall not give rise to any liability of any Lender to Lessor or Lessee, except defaults that occur or continue (when such continuing defaults are susceptible to cure) during the period that the Lender is a lessee under this Lease . (9) In the event (A) a Lender, its designee or another purchaser in foreclosure proceedings becomes the legal owner of the Leasehold Estate, (B) Lessor terminates this Lease by reason of any Event of Default (as defined herein), or (C) if the Lease is terminated for any other reason (including, without limitation, in connection with a bankruptcy proceeding) then, upon written request by Lender given within one hundred twenty (120) days after such transfer or receipt of notice of such termination of the Leasehold Estate, the City shall execute and deliver a new lease of the Leased Premises to such Lender, or its nominee, purchaser, assignee or transferee (the “Nominee”), provided that, except as provided in subsection (8) of this Section 8.2(a) if such Nominee is not the purchaser at a foreclosure sale and is not wholly owned by one or more Lenders, such Nominee is approved by Lessor in its reasonable discretion.

Such new lease shall be substantially in the same form as this Lease, shall have a term equal to the remainder of the Lease Term with the same agreements, covenants, reversionary interests and conditions (except for any requirements which have been fulfilled by Lessee prior to termination or that is personal to Lessee) as are contained in this Lease and with priority equal to this Lease Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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24 with respect to encumbrances of Lessor’s interest in the Land or the Leased Premises or encumbrances of Lessee’s interest in the Leased Premises permitted or caused by Lessor (with Lessee's and Senior Lender's prior written approval), together with any provisions legally required in the event the Nominee is a governmental entity; provided, however, that any defaults by Lessee susceptible to cure by the Lender have been cured or reasonable assurance has been provided to Lessor that such defaults shall be cured. Upon execution and delivery of such new lease by Lessor and the Nominee, the Nominee shall have acquired all the right, title and interest of Lessee under this Lease prior to its termination. Lessor, shall cooperate in taking such action as shall be necessary to cancel and discharge this Lease and to remove Lessee from the Leased Premises. After such termination and cancellation of the Lease and prior to the expiration of the period within which Lender or Nominee may elect to obtain a new lease from Lessor, Lessor shall refrain from terminating any existing sublease or otherwise encumbering the Premises without the prior written consent of Lender or Nominee. Any new lease granted hereby shall vest in Lender or Nominee all right, title, interest, power and privileges of Lessee hereunder in and to the Premises, including, without limitation, the assignment of Lessee’s interest in and to all then existing subleases and sublease rentals and the automatic vesting of title to all Improvements, fixtures and personal property of Lessee in Lender or Nominee. Lessee shall provide to Lender or Nominee and Lessor copies of any residential or commercial subleases and estoppels to disclose any obligations encumbering the Leased Premises. Such new lease shall provide, with respect to each and every permitted sublease shall be deemed to have recognized the sublessee under the sublease, pursuant to the terms of the sublease as though the sublease had never terminated but had continued in full force and effect after the termination of the Lease, and to have assumed all the obligations of the sublessor under the sublease accruing from and after the termination of the Lease, except that the obligation of the new lessee, as sublessor, under any covenant of quiet enjoyment, expressed or implied, contained in any such sublease shall be limited to the acts of such new lessee and those claiming by, under or through such new lessee.

If more than one Lender is entitled to a new lease pursuant to this subsection, Lessor shall enter into such new lease with the lender whose mortgage or deed of trust that has the highest lien priority.
(10) If a Lender or Nominee subsequently transfers its interest under this Lease after acquiring such interest by foreclosure or deed in lieu of foreclosure and, in connection with any such transfer, the transferee obtains a mortgage or deed of trust encumbering such leasehold interest to secure all or any portion of the purchase price given to the Lender or Nominee for such transfer, then such mortgage or deed of trust shall be considered an Approved Loan hereunder, and the Lender shall be entitled to receive the benefit of and to enforce the provisions of this Lease or the new lease approved pursuant paragraph (9) of this Section 8.2(a).
(11) Unless the Lenders otherwise consent in writing, Lessor and Lessee each hereby waives, and agrees not to assert or otherwise take the benefit of, that portion of Section 365(d)4, or any other applicable provisions, of the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), which provides for the deemed rejection of a lease in certain circumstances, so long as the trustee is paying the rent due under the Lease and performs, or causes the performance of, the uses of the Leased Premises for the Project pursuant to this Lease.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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25 (12) Subject to the rights of the Lenders, which shall have priority over all persons or entities given rights under this clause (12), any Investor limited partners (or members, as applicable) of Lessee shall have the same rights as any Lender authorized under paragraphs (2), (3) and (7) of this Section 8.2(a) of this Lease and any reference to a Lender in paragraphs 2), (3) and (7) of this Section 8.2(a) shall be deemed to include such limited partners (or members, as applicable).
(13) Lessor shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by any Lender or any proposed lender, for the purpose of implementing the mortgagee-protection provisions contained in this Lease and allowing such Lender or proposed lender reasonable means to protect or preserve the lien of the leasehold mortgage and the value of its security, and to include any additional rights and privileges reasonably requested to be added by such Lender. Lessor, subject to City Council approval which may be withheld, agrees to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises, affect the Lease Term or rent under this Lease, or otherwise in any material respect adversely affect any rights of Lessor under this Lease.
(b) Notwithstanding any contrary provision of this Lease, in no event may any mortgage or other security instrument, including without limitation any Leasehold Mortgage, be recorded against Lessor’s fee interest in the Land or reversionary interest in the Improvements without Lessor’s prior written consent, which Lessor may grant or withhold in the exercise of Lessor’s sole discretion.
(c) Intentionally omitted.
(d) Notwithstanding any contrary provision hereof, if prior to completion of construction of the Improvements, a Lender completes a foreclosure sale or accepts a deed in lieu of foreclosure, such Lender or such Lender’s nominee may complete construction with modifications to the Construction Plans as necessary to make the Project economically feasible and as reasonably approved by the City of Livermore provided that such modifications will not result in a reduction in the number of residential units, a reduction in the number of on-site parking spaces, or a significant reduction in Project common space or amenities.

Section 8.3 Cost of Approved Loans to be Paid by Tenant. Lessee affirms that it shall bear all of the costs and expenses in connection with (a) the preparation and securing of the Approved Loans, (b) the delivery of any instruments and documents and their filing and recording, if required, and (c) all taxes and charges payable in connection with the Approved Loans.

Section 8.4 Proceeds of Approved Loans. It is expressly understood and agreed that all Approved Loan proceeds shall be paid to and become the property of Lessee, and that Lessor shall have no right to receive any such Approved Loan proceeds.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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26 Section 8.5 Notice and Right to Cure Defaults Under Approved Loans. Upon the recording of a memorandum of this Lease, Lessor may record in the Official Records of the County of Alameda a request for notice of any default under each Approved Loan. In the event of default by Lessee under an Approved Loan, Lessee or Lessor shall have the right, but not the obligation, to cure the default in accordance with the Loan Documents. Any payments made by Lessor to cure a default shall be treated as Additional Rent due from Lessee hereunder, which shall be paid within thirty (30) days of the date on which the payment was made by Lessor.

Section 8.6 Rights of Investor. The Investor shall have the same notice and cure rights as any Lender for so long as it is a limited partner of Lessee; provided however, the references in this Section 8 to additional cure periods of Lender to permit Lender to foreclose shall instead refer to Investor’s actions to remove the general partner of Lessee.

Section 8.7 Right to Pay Taxes and Senior Mortgage. All Lenders shall have the right (but not the obligation) to pay any taxes payable by Lessor with respect to the Leased Premises, and to cure any monetary or nonmonetary default by Lessor under any mortgage or other encumbrance on the Leased Premises which has priority over this Lease; and, if a Lender does so pay or cure, Lessor agrees that it will reimburse the Lender for the amount thereof promptly following request by the Lender therefor.

ARTICLE 9.

In the event of any conflict between this Article 9 and any other term or provision of this Lease this Article 9 shall control.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 9.1 Representations, Warranties and Covenants of Lessor. As an inducement to Lessee to enter into and proceed under this Lease, Lessor warrants and represents to Lessee as follows, which warranties, representations and covenants are true and correct as of the date of this Lease, to the actual knowledge of Lessor:
(a) Lessor has good and marketable, fee simple title to the Leased Premises, subject only to encumbrances of record or disclosed in writing to Lessee (“Permitted Encumbrances”), and has the right, power and authority to enter into this Lease and to lease the Leased Premises to Lessee in accordance with the terms, provisions and conditions contained in this Lease, and no other party has any right or option to or in connection with Lessor’s interest in the Leased Premises; and Lessor shall not encumber the fee interest in the Leased Premises without Lessee’s and Senior Leander’s prior written consent. (b) there is no litigation or action, pending or threatened, affecting the Leased Premises or any streets or other public rights-of-way abutting or serving the Leased Premises; Item 5.8
Revised Exhibit C - Ground Lease
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27 (c) Lessor has received no written notice and has no knowledge, nor has Lessor been otherwise advised, of any pending or threatened Taking relating to all or any part of the Leased Premises;
(d) Lessor has received no written notice and has no actual knowledge of the intention of any party holding an easement affecting the Leased Premises or any part thereof to expand the exercise of any such easement beyond the current scope permitted by the applicable Permitted Encumbrance;
(e) the entry by Lessor into this Lease with Lessee and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreement relating to the Leased Premises to which Lessor is a party or by which it is bound, including, without limitation, the Permitted Encumbrances; (f) except as disclosed to Lessee or as is apparent from Lessee’s inspection, there is no tenant, lessee or other occupant of the Leased Premises having any right or claim to possession or use of the Leased Premises;
(g) there are no unpaid special assessments of which Lessor has received notice for sewer, sidewalk, water, paving, gas, electrical or utility improvements or other capital expenditures affecting the Leased Premises;
(h) there are no outstanding notices of, nor, to Lessor’s knowledge, any violations of any Legal Requirements affecting any portion of the Leased Premises that materially affect the development of the Improvements;
(i) To Lessor’s actual knowledge, except as disclosed in that certain Phase 1 Environmental Site Assessment dated June 2021, prepared by Geocon Consultants (“Environmental Report”), neither the Leased Premises nor any part thereof has been used for the disposal of refuse or waste, or for the generation, processing, manufacture, storage, handling, treatment, transportation or disposal of any Hazardous Materials, as provided to the Lessee through the DDLA. To Lessor’s actual knowledge, except as disclosed in the Environmental Reports, no Hazardous Materials have been installed, used, stored, handled, or located on or beneath the Leased Premises, which Hazardous Materials, if found on or beneath the Leased Premises, or improperly disposed of away from the Leased Premises, would subject the owner or occupant of the Leased Premises to damages, penalties, liabilities or an obligation to perform any work, cleanup, removal, repair, construction, alteration, demolition, renovation or installation in or in connection with the Leased Premises (“Environmental Cleanup Work”) in order to comply with any Legal Requirements applicable to Hazardous Materials. To Lessor’s actual knowledge, there is no notice from any Governmental Authority or any Person, claiming any violation of any Legal Requirement pertaining to Hazardous Materials or any liability thereunder, or requiring or calling any attention to the need for any Environmental Cleanup Work on or in connection with the Leased Premises, and neither Lessor, its agents or employees has ever been informed of any threatened or proposed serving of any such notice of violation or corrective work order. To Lessor’s actual knowledge, except as disclosed in the Environmental Reports, no part of the Leased Premises is affected by any “Hazardous Materials Contamination,” which for purposes Item 5.8
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28 hereof, shall mean (i) the contamination of any improvement, facilities, soil, subsurface strata, ground water, ambient air, biota or other elements on or of the Leased Premises by Hazardous Materials, or (ii) the contamination of the buildings, facilities, soil, subsurface strata, ground water, ambient air, biota or other elements on, or of, any other property as a result of Hazardous Materials emanating from the Leased Premises.

Section 9.2 Representations, Warranties and Covenants of Lessee.

As an inducement to Lessor to enter into and to proceed under this Lease, Lessee warrants and represents to Lessor as follows, which warranties, representations and covenants are true and correct as of the date of this Lease:
(j) Authority. Lessee has the right, power and authority to enter into this Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Lease;
(k) No Breach of Obligations. The entry by Lessee into this Lease and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreements to which Lessee is a party or by which it is bound.

Section 9.3 Hazardous Materials. Lessee (i) shall not cause or permit any Hazardous Materials to be placed, held, located or disposed of on, under or at the Leased Premises or any part thereof, except in commercially reasonable amounts used in the construction and operation of the Improvements and in accordance with Legal Requirements, and (ii) shall not cause or permit any Hazardous Materials contamination of the Leased Premises or any part thereof.

Section 9.4 Relocation Obligations and Indemnity. Lessee covenants that persons residing on the Leased Premises shall not be displaced before suitable temporary replacement housing is available within the Project or elsewhere. Lessee shall ensure that all occupants of the Leased Premises 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 federal, state, or local relocation law, regulation, or policy, including but not limited to the Uniform Relocation Act (42 U.S.C. § 4601 et seq.) and implementing regulations (collectively referred to herein as “Relocation Laws”). Any and all costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Leased Premises, 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 Lessee, and Lessor shall have no responsibility for payment therefor. Lessee shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Land or the Improvements existing or to be constructed on the Land pursuant to this Lease.

In addition to any other indemnities provided by Lessee in this Lease, to the fullest extent permitted by law, Lessee shall indemnify, protect, defend (with counsel selected by or otherwise acceptable to Lessor), and hold harmless the Indemnitees from and against any and all alleged or actual Claims arising out of or in connection with the breach of Lessee’s obligations set forth in Item 5.8
Revised Exhibit C - Ground Lease
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29 this Section or arising directly or indirectly from the transfer of the Leased Premises to the Lessee, including without limitation Claims for relocation benefits and assistance under any Relocation Laws, all leasehold interests and rights of tenancy or occupancy, any bonus value, lost income (past or future), failure to locate a suitable replacement residential location, lost rental income or sublease or license income, severance damages (if any), pre-condemnation damages (if any), economic or consequential damages, professional consultant fees, attorneys’ fees and costs, expert witness fees and costs, and any and all compensable interests, and/or damages, and/or claims, of any kind and nature, claimed or to be claimed, suffered or to be suffered, by any person or entity that is or claims to be a current or former tenant or sub-tenant or occupant with a right to use or occupy the Leased Premises. The provisions of this Section shall survive the expiration or termination of this Lease. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

Section 9.5 Hazardous Materials Indemnification. In addition to any other indemnities provided in this Lease, to the fullest extent permitted by law, from and after the Commencement Date, Lessee shall indemnify, protect, hold harmless and defend (with counsel selected by or otherwise acceptable to Lessor) the Indemnitees from and against any and all Claims arising directly or indirectly, in whole or in part, out of (i) any activity by Lessee, or its officials, officers, directors, employees, agents (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, or invitees carried on or undertaken on or off the Leased Premises in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials located or present in, on, under or about the Leased Premises; or (ii) the failure of Lessee or its officials, officers, directors, employees, agents (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, or invitees to comply with any Environmental Laws relating to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation, or disposal of Hazardous Materials into, on, under or from the Leased Premises, except to the extent any such Claim arises from the sole active gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

Notwithstanding any contrary provision hereof, the indemnity provided in this Section

9.5 shall not apply to Claims arising in connection with or resulting from Hazardous Materials present on the Property prior to the Commencement Date including as identified in that certain Environmental Site Assessment dated June 2021, prepared by Geocon Consultants, except to the extent such Claims result from or arise out of or in connection with the acts or omission of Lessee or its officials, officers, directors, employees, agents (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, or invitees or relate to or arise in connection with the demolition of existing improvements on the Leased Premises including without limitation, the release, transportation or disposal of Hazardous Materials in connection with such demolition.

Item 5.8
Revised Exhibit C - Ground Lease
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30 Section 9.6 Prevailing Wage Requirements. If required by applicable federal and state law, Lessee and its officials, officers, directors, employees, agents (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, and invitees shall comply with the federal Davis Bacon Act and implementing regulations and with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (all of the foregoing, collectively, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. To the greatest extent permitted by law, Lessee shall indemnify, defend (with counsel selected or otherwise acceptable by Lessor) and hold the Indemnitees harmless from and against all 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 Lease, including but not limited to the Prevailing Wage Laws, or any act or omission of Lessee or its officials, officers, directors, employees, agents (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, and/or invitees related to this Lease 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 shall survive the expiration or earlier termination of this Lease. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

Section 9.7 Compliance with Laws. Lessee shall carry out and shall cause its officials, officers, directors, employees, agents, agents (including, without limitation, the Management Agent),contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, or invitees to carry out the construction of the Project, and shall operate 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’s 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 fullest extent permitted by law, Lessee shall indemnify, defend (with counsel selected by or otherwise acceptable to Lessor) and hold harmless the Indemnitees from and against any and all Claims arising in connection with or related to the breach of Lessee’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. This Section shall survive the expiration or termination of this Lease. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

Item 5.8
Revised Exhibit C - Ground Lease
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31 Section 9.8 Affordability and Use Restrictions. Lessee hereby covenants and agrees that the Leased Premises shall be used solely for the operation of a multifamily rental senior housing development in compliance with the requirements set forth herein. Throughout the Affordability Term, (as defined in Section 1.1(e) Lessee 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 8 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) 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 sixty percent (60%) of AMI (“Restricted Unit(s)”); and (v) all 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 have maximum unit occupancy standards 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). Presumed occupancy for the purposes of determining Restricted Rent shall be based upon TCAC rules, but in absence of those rules, shall be as follows: 1 person occupying a studio unit; 2 persons occupying a one- bedroom Unit; and, 3 persons occupying a two-bedroom unit. The intent of the affordability restrictions in this Section 9.8 is to duplicate the restrictions set forth in the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants by and between the Lessor and Lessee dated on or about the same date of this Lease (the “City Regulatory Agreement”), as such during the term of the Regulatory Agreement, Lessee’s compliance with the Regulatory Agreement shall be deemed compliance with this Section 9.8 and any conflicts between this Section 9.8, or any other section of this Lease, and the Regulatory Agreement shall be resolved in favor of the Regulatory Agreement.

Number of Targeted
Low-Income Units
Percent of Area
Median Income (AMI)
(20%-50%)
Percentage of Low-
Income Units
(before rounding down)
16 20% 20.51
9 30% 11.54
43 50% 55.13
10 60% 12.82

Item 5.8
Revised Exhibit C - Ground Lease
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32 Following expiration of the Affordability Term and through the remainder of the Lease Term, at least forty-nine percent (49%) of the residential units in the Project, other than the management units, shall be restricted for Seniors earning up to 60% of Area Median Income.

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, Lessee 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 herein.

9.8.1. Project Based Section 8 Units . To the extent allowed under the rules and regulations applicable to such program, Lessee 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 s etting of rents, implementation of occupancy requirements, and determination of gross household income.

9.8.2 Tenant Recertification. 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 9.8, Lessee 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 uni t does not exceed the Affordable Rent for the applicable household income category as set forth in Section 9.8.

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.

9.8.3 Disabled Persons Occupancy.
a) Lessee 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 Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the Californi a Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements").

Item 5.8
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33 b) To the fullest extent permitted by law, Lessee shall indemnify, protect, hold harmless and defend (with counsel selected by or otherwise acceptable to Lessor) the Indemnitees from and against Claims arising out of or related to Lessee's, or Lessee’s offici als, officers, directors, employees, agents, (including, without limitation, the Management Agent), contractors, subcontractors, tenants, subtenants, customers, guests, servants, representatives, volunteers, assignees, licensees, affiliates, members, partners, or invitees failure to comply with the Accessibility Requirements. The provisions in Section 6.4(b), (c), and (d) of this Lease apply to this obligation to defend, indemnify, and hold harmless.

9.8.4 Loss of Subsidy.

It is anticipated that certain Restricted 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 Lessee, such that the Rental Subsidy shown on the Finance Plan for the Project app roved by the Lessor is no longer available, Lessee 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 Lessor progress reports on Lessee's efforts to identify and obtain alternative sources of rental subsidies. If at the end of such ninety (90) day period , Lessee is unable to secure an alternate source of rental subsidy, notwithstanding Section 9.8.2, Lessee may increase the rent on one or more of the 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 Lessor 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 10 337(a)(3) or successor regulation applicable to California's Federal and State Low Income Housing Tax Credit Program;
b) At the time Lessee requests an increase in the Restricted Unit rent, Lessee shall provide the Lessor 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 9.8.4 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 A nnual Operating Budget, and as is necessary to maintain the financial stability of the Development. e) Upon receipt of any alternative rental subsidies, Lessee shall reduce the rents on the Restricted Units back to the Affordable Rents set out in Section 9.8, to the extent that the Item 5.8
Revised Exhibit C - Ground Lease
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34 alternative rental subsidies provide sufficient income to cover the operating costs and debt service of the Project as shown on the Annual Operating Budget.

9.8.5 Rent Increases on Foreclosure.

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 may be increased as described in Section 9.8.4 Section 2.1 above.

In no event shall fewer than 49% of all units in the Project be maintained as Restricted Units at or below 60% of Area Median Income. Any such rent increase shall be implemented in phases and be subject to a transition plan approved by the Lessor. The transition plan shall, at a minimum, (1) outline the phased rent increases, (2) identify which Restricted Units are subject to rent increases, and (3) state the operating income and expenses for the Project, which shall include a comparison of the pre-foreclosure rent structure and the proposed rent increases. :

9.8.6 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 TCAC Standards. In the event that TCAC no longer publishes the income and rent information that this Lease contemplates that TCAC will publish, respectively, the Lessor shall provide Lessee 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, Lessee shall apply the rules applicable to the Project pursuant to Section 42 of the Internal Revenue Code of 1986, as amended and the federal Regulations applicable thereto. In the event of inconsistency between the provisions of this Section 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 9.8.3(a), if, upon recertification of the income of a Tenant of a City-Assisted Unit, Lessee determines that a Tenant of a Restricted Unit has an Adjusted Income exceeding the maximum qualifying income for a 50% AMI Household, such Tenant shall be Item 5.8
Revised Exhibit C - Ground Lease
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35 permitted to continue occupying the Restricted Unit and upon sixty (60) days written notice, the Rent may be increased to one-twelfth (1/12th) of thirty percent (30%) of the actual Adjusted Income of the Tenant, and Lessee 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 Lessor 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.

Section 9.9 Selection of Tenants.

In order to ensure that there is an adequate supply of affordable housing within the City of Livermore for senior residents within the City, including an application preference for Veteran Seniors, as defined in the Regulatory Agreement, to the extent permitted by law (including but not limited to federal, state and local fair housing laws) 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 City approved guidelines. 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, or HUD Regulations applicable to the Project, the provisions of such Section 42 and HUD Regulations shall control. Lessee shall comply with City ’s Affirmative Marketing Policies or other rental policies and procedures as they may be amended from time-to-time.

Section 9.10 Reporting Requirements; Access to Information; Inspections. (a) Tenant Certification. Lessee or Lessee’s authorized agent shall obtain from each household prior to initial occupancy of each residential unit in the Project (except the manager’s unit), and on every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as Lessor may reasonably require: (i) the identity of each household member; and (ii) the total gross household income.

Lessee 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. (b) Annual Report. Following completion of construction of the Project, on each April 1 during the term of this Lease, Lessee shall submit an annual report (“Annual Report”) to the Lessor in form satisfactory to Lessor, together with a certification that the Project is in compliance with the requirements of this Lease. Notwithstanding the Annual Report requirements, Lessee 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 Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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36 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 Paragraph (a). Lessee shall include with the Annual Report, an income recertification for each household, documentation verifying tenant eligibility, and such additional information as Lessor may reasonably request from time to time in order to demonstrate compliance with this Lease. The Annual Report shall conform to the format requested by Lessor; 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, Lessee may satisfy the requirements of this Section that pertain to tenant income certification and rents by providing Lessor 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 Lessee’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 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 the amount expected to be needed for major repairs or other needs during the new fiscal year;

(iv) Information on the status of the waiting list for units, including the number of households on the list; and

(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.

(vi) Lessor may, from time to time request additional or different information, and Lessee shall promptly supply such information in the reports required hereunder. (c) Maintenance of Records, Inspections. Lessee shall maintain copies of tenant leases, income certifications and other matters related to the leasing of the residential units in the Project for a period of five (5) years after the final date of occupancy by the tenant. Lessee shall provide Lessor and its authorized agents and representatives access to and copies of any books, documents, papers and records of the Project for the purpose of making audits, examinations, excerpts and transcriptions. With 48-hours’ notice, during normal business hours and as often as may be deemed necessary, Lessor and its authorized agents and representatives shall be permitted access to and the right to examine the Improvements and the Leased Premises and to interview employees of the Project, for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Lease.

Section 9.11 Non-Discrimination; Compliance with Fair Housing Laws. Lessee shall not restrict the rental, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Leased Premises, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual Item 5.8
Revised Exhibit C - Ground Lease
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37 orientation, disability, marital status, ancestry, or national origin of any person. Lessee covenants for itself and all persons claiming under or through it, and this Lease 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 Lessee or any person claiming under or through Lessee 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. Lessee shall include such provision in all leases and rental agreements affecting the Leased Premises or part thereof, and shall enforce the same diligently and in good faith.

Section 9.12 Fair Housing. Lessee shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Lessee 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.

Section 9.13 Management Entity and Replacement of Management Agent. City shall be notified at least 90 days prior to any changes in the Management Entity and shall have the right to review and approve the qualifications of the management entity proposed by Lessee for the Project and shall have the right to review and approve any agreement prior to execution between Owner 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 Lessee of its primary responsibility for proper performance of management duties.

City hereby approves Satellite Affordable Housing Associates Property Management Corporation 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 Lessee that Lessee 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 Lessee 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.

ARTICLE 10.

EMINENT DOMAIN
Section 10.1 Termination of Lease. Lessor and Lessee agree that, in the event of a Taking such that Lessee reasonably determines that the Leased Premises cannot continue to be Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
878
38 operated, at reasonable cost, for its then-current use, then, subject to the rights and consent of Lenders, this Lease shall, at Lessee’s sole option, terminate as of the date of the Taking.

Section 10.2 Continuation of Lease and Presumption of Restoration. Lessor and Lessee agree that, in the event of Taking that does not result in the termination of this Lease pursuant to Section 10.1 above, this Lease shall continue in effect as to the remainder of the Leased Premises, and the Net Condemnation Award will be disbursed in accordance with Section 10.4 below to Lessor and Lessee and/or any Lender, if the terms of the applicable Leasehold Mortgage so require, and shall be used so as to make the same as complete, unified and efficient operating unit as nearly as reasonably possible to the condition existing prior to the Taking, subject to any applicable requirements of the Lender.

Section 10.3 Temporary Taking. If there shall be a temporary Taking with respect to all or any part of the Leased Premises or of Lessee’s interest in this Lease, then the Term shall not be reduced and Lessee shall continue to pay in full all Rents, Impositions and other charges required herein, without reduction or abatement thereof at the times herein specified; provided, however, that Lessee shall not be required to perform such obligations that Lessee is prevented from performing by reason of such temporary Taking.

Section 10.4 Apportionment of Award. If there is a Taking, whether whole or partial, Lessor and Lessee shall be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration Lessor’s fee interest in the Land (as encumbered by this Lease) and reversionary interest in the Improvements upon the expiration of the Term or termination of this Lease. If the Leased Premises are restored as is contemplated in Section 10.2 above, Lessee shall be entitled to recover the costs and expenses reasonably incurred in such restoration out of any Net Condemnation Award payable to Lessee.

Thereafter, if the condemning authority does not make separate awards, the Parties agree that any Net Condemnation Award will be allocated as follows on a proportionate basis reflecting the Parties’ respective interests in the Land and Improvements and the remaining duration of the Term as follows:
(A) Award on Total or Substantial Taking. In the event of a total or substantial taking, the award shall be apportioned as follows, in the following order:
(a) To the Lenders in an amount equal to the amounts owing on the Leasehold Mortgages (provided that the Lender whose loan is secured by the mortgage or deed of trust that has the highest lien priority shall be paid in full first, prior to any portion of the award being distributed to a Lender whose loan is secured by a mortgage or deed of trust with a lower lien priority).
(b) To Lessor that portion of the award equal to the fair market value of the Land and its reversionary interest in the Improvements. (c) To Lessee, that portion of the award equal to the fair market value of the Improvements (subject to Lessor’s reversionary interest), less the amount paid to the Lenders pursuant to (a) above.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
879
39 (d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements, exclusive of Lessor’s reversionary interest. (B) Award on Partial Taking. In the event of a partial taking, then subject to the terms and provisions of the Senior Leasehold Mortgage, after application of the Award for restoration, any remaining portion of such award shall be apportioned as follows, subject to the allocations in Section 10.4 above, in the following order:
(a) To the Lenders in an amount equal to the amounts owing on the Leasehold Mortgages (provided that the Lender whose loan is secured by the mortgage or deed of trust that has the highest lien priority shall be paid in full first, prior to any portion of the award being distributed to a Lender whose loan is secured by a mortgage or deed of trust with a lower lien priority).
(b) To Lessor, that portion of the award attributable to the fair market value of the portion of the Land taken and that portion of the award attributable to the fair market value of its reversionary interest in the Improvements taken. (c) To Lessee, that portion of the award equal to the fair market value of the portion of the Improvements taken (subject to Lessor’s reversionary interest), less the amount paid to the Lenders pursuant to (a) above, but only to the extent that the proceeds of the award are not used for restoration of the Improvements. (d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements exclusive of the reversionary interest of Lessor.
(f) Any severance damages awarded or payable because only a portion of the Land and Improvements are taken by eminent domain shall be (a) paid to Lessee during the first 49.5 years of this Lease and (b) equally divided between Lessee and Lessor during the next 49.5 years of this Lease (except to the extent needed to replace any Improvements taken by eminent domain with equivalent Improvements on the remainder of the Land).
(C) Award for Temporary Taking. Any award for a temporary taking shall, subject to the rights of any Lender, be awarded and retained by Lessee.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
880
40 (D) Rent Abatement for Partial Taking. In the event of any partial taking of the Improvements, commencing upon the date of the final order of condemnation, Rent payable under this Lease shall be reduced by the percentage equal to the square footage of the condemned portion of the Improvements divided by the total square footage of the Improvements prior to the taking.

Section 10.5 Joinder. If a Leasehold Mortgage exists, the Lenders, to the extent permitted by law, shall be made a party to any Taking proceeding.

Section 10.6 City Reservation of Rights. Notwithstanding any provisions in this Lease to the contrary, nothing herein does or shall be construed to limit or require the City to exercise its ability to condemn any property, including the Leased Premises, in accordance with applicable law. Nothing in this Lease does or shall be construed as requiring the City to pay to Lessee, any Lender, or any other third party with an interest in the Leased Premises, any amount of money, as compensation for alleged condemnation or otherwise, if City (or its successor) seeks to enforce any of the rights and obligations under this Lease and any executed attachments thereto. Except when City exercises its ability to condemn the Leased Premises by adoption of a resolution of necessity and pursuant to other provisions of applicable law, City shall not be a construed as pursuing or effectuating a Taking or acting as a “condemning authority” under this Lease.

ARTICLE 11.

DAMAGE OR DESTRUCTION
Section 11.1 Damage or Destruction to Leased Premises. Lessee shall give prompt written notice to Lessor after the occurrence of any fire, earthquake, act of God or other casualty to or in connection with the Leased Premises, the Improvements or any portion thereof (hereinafter sometimes referred to as “Casualty”). Subject to Section 11.2 below and the rights of the Lenders under their Loan Documents, if during the Term the Improvements shall be damaged or destroyed by Casualty, Lessee shall repair or restore the Improvements, so long as Lessee determines, in its sole discretion, that it is feasible to do so and in such event Lessee provides or causes to be provided sufficient additional funds which, when added to such insurance proceeds, will fully effect such repair or restoration. Upon the occurrence of any such Casualty, Lessee, promptly and with all due diligence, shall apply for and collect all applicable insurance proceeds recoverable with respect to such Casualty, for the benefit of the Lenders (which insurance proceeds shall be immediately turned over to the Senior Lender to be held and disbursed in accordance with the terms and provisions of the Senior Leasehold Mortgage). In the event that Lessee shall determine, with Investor’s prior written consent during the Compliance Period (as defined in Section 42 of the Code), subject to the rights of the Lenders, by notice to Lessor given within thirty (30) days after receipt by Lessee of any such insurance proceeds, that it is not economically practical to restore the Improvements and/or the Leased Premises to substantially the same condition in which they existed prior to the occurrence of such Casualty, then, subject to the written approval of Lenders, Lessee may terminate this Lease as of a date that is not fewer than thirty (30) days after the date of such notice. If Lessee terminates this Lease pursuant to this Section 11.1, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
881
41 Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

Section 11.2 Damage or Destruction Near End of Term. If, during the last seven (7) years of the Term, the Improvements shall be damaged by Casualty, then Lessee shall have the option, to be exercised within one hundred twenty (120) days after such Casualty:
(a) to repair or restore the Improvements as hereinabove provided in this Article 11; or
(b) subject to the rights and approval of Lenders, to terminate this Lease by notice to Lessor, which termination shall be deemed to be effective as of the date of the option to terminate the Lease is exercised by Lessee giving written notice of such termination to Lessor. If Lessee terminates this Lease pursuant to this Section 11.2, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

Section 11.3 Distribution of Insurance Proceeds. In the event that this Lease is terminated pursuant to Sections 11.1 or 11.2 hereof, the insurance proceeds received as the result of such Casualty shall be distributed as follows: (a) first, if Leasehold Mortgage(s) are in place, to the Lenders to the extent of any indebtedness then owed to such Lender in order of the Lien priority of the Leasehold Mortgages; (b) second, the balance, if any, of such insurance proceeds shall be paid to Lessee or, as applicable pursuant to Sections 11.1 and 11.2 above, assigned or paid over to Lessor.

Section 11.4 Insurance Requirements. Nothing in this Article 11 does permit or shall be construed as permitting Lessee to maintain less than the minimum insurance requirements set forth in this Lease.

ARTICLE 12.

EVENTS OF DEFAULT
Section 12.1 Events of Default. Each of the following shall be an “Event of Default” by Lessee hereunder:
(a) failure by Lessee to pay any Rent or Additional Rent when due if such failure shall continue for a period of thirty (30) days after notice thereof has been given by Lessor to Lessee;
(b) Lessee’s default in the performance of any term, provision or covenant under this Lease, and unless such provision specifies an alternate cure period for such default, the continuation of such default for thirty (30) days in the event of a monetary default or sixty (60) days in the event of a non-monetary default following the date upon which Lessor shall have given written notice of the default to Lessee, or if the nature of any such non-monetary Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
882
42 default is such that it cannot be cured within sixty (60) days, Lessee’s failure to commence to cure the default within sixty (60) days and thereafter prosecute the curing of such default with due diligence and in good faith, but in no event longer than one hundred twenty (120) days from receipt of the notice of default;
(c) Lessee’s failure to maintain insurance on the Leased Premises and/or the Improvements as required hereunder, and the failure of Lessee to cure such default within five (5) days or written notice from Lessee;
(d) Subject to Lessee’s right to contest the following charges, Lessee’s failure to pay taxes or assessments due on the Leased Premises or the Improvements or failure to pay any other charge that may result in a lien on the Leased Premises or the Improvements, and Lessee’s failure to cure such default within twenty (20) days 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 Transfer (other than a Permitted Transfer) occurs, either voluntarily or involuntarily, in violation of this Lease;
(f) the subjection of any right or interest of Lessee in this Lease to attachment, execution, or other levy, or to seizure under legal process, if not released within ninety (90) days after imposed;
(g) Lessee shall have voluntarily suspended its business for a period in excess of thirty (30) days for reasons other than Force Majeure, or Lessee shall have been dissolved or terminated;
(h) Intentionally omitted.
(i) the appointment of a receiver, to take possession of Lessee’s Estate or of Lessee’s operations on the Leased Premises for any reason (not including receivership pursuant to a Leasehold Mortgage), if such receivership is not terminated dismissed or vacated within ninety (90) days after the appointment of the receiver; (j) 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”), Lessee or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Lessee or any general partner thereof in an involuntary case; [Intentionally Omitted](iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Lessee or any general partner thereof or for the Leased Premises; (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; provided however, with respect to Lessee’s general partner, the foregoing actions shall not constitute an Event of Default if the Investor promptly takes action to replace the general partner; (k) the filing against Lessee of any involuntary proceedings under such Bankruptcy Code or similar law (other than by a Lender), if such proceedings have not been vacated or stayed within ninety (90) days of filing;
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
883
43 (l) the appointment of a trustee or receiver for Lessee or for all or the major part of Lessee’s property or the Leased Premises, in any involuntary proceeding, or the taking of jurisdiction by any court over all or the major part of Lessee’s property or the Leased Premises in any involuntary proceeding for the reorganization, dissolution, liquidation or winding up of Lessee (in each case other than at the request of or direction of any Lender), if such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise stayed within ninety (90) days of the appointment or the taking of jurisdiction;
(m) any of Lessee’s representations or warranties contained in this Lease or in any financial statement, certificate or report submitted to Lessor in connection with this Lease proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to Lessor beyond the expiration of the applicable cure period specified in paragraph (b) above.

Section 12.2 Rights and Remedies.
(a) At any time after the occurrence of an Event of Default hereunder, subject in all respects to the provisions of this Lease with respect to Lessor’s rights to cure defaults by Lessee and with respect to the rights of any Lenders, Lessor may, in addition to any other rights and remedies available at law or in equity, terminate this Lease by giving Lessee written notice thereof (with a copy of such notice to the Lenders), setting forth in such notice an effective date for termination which is not less than thirty (30) days after the date of such notice, in which event this Lease and Lessee’s Estate created hereby and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date for termination as set forth in such notice, with the same force and effect and to the same extent as if the effective date of such notice had been the date originally fixed in Article 2 hereof for the expiration of the Term. In such event, Lessor, its agents or representatives, and the Indemnitees shall have the right, without further demand or notice, to re-enter and take possession of the Leased Premises (including all buildings and other Improvements comprising any part thereof) at any time from and after the effective termination date without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches of covenants. The Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue lease in effect after Lessee’s breach and abandonment and recover rent as it becomes due, if Lessee has right to sublet or assign, subject only to reasonable limitations). (b) Upon the exercise of Lessor’s remedies pursuant to this Section 12.2, Lessee shall execute such releases, deeds and other instruments in recordable form as Lessor shall reasonably request in order to accurately set forth of record the then current status of Lessee’s Estate, Lessee’s rights hereunder, and of any Tenant Leases. (c) If Lessee shall have failed to cure a default by Lessee after expiration of the applicable time for cure of a particular default, Lessor, at its election, but without obligation therefor, and subject to the rights of Lenders, (i) may seek specific performance of any obligation of Lessee, after which Lessor shall retain, and may exercise and enforce, any and all rights that Lessor may have against Lessee as a result of such default, (ii) from time to time without releasing Lessee in whole or in part from the obligations to be performed by Lessee hereunder, Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
884
44 may cure the default at Lessee’s cost, (iii) may terminate this Lease pursuant to subsection (a), (iv) subject to the rights of Lenders, may have a receiver appointed to take possession of Lessee’s interest in the Leasehold Estate with power in the receiver (a) to administer Lessee’s interest in the Leasehold Estate, (b) to collect all funds available in connection with the operation of the Project, and (c) to perform all other acts consistent with Lessee’s obligations under this Lease, as the court deems proper. and/or (v) may exercise any other remedy given hereunder or now or hereafter existing at law or in equity. Any reasonable cost incurred by Lessor in order to cure such a default by Lessee shall be due immediately from Lessee, together with interest, and may be offset against any amounts due from Lessor to Lessee. (d) Remedies Cumulative. No remedy provided in this Section shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations referred to hereinabove.
(e) No Election of Remedies. The rights given in this Section to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of Lessor upon the conditions and subject to the provisions in this Lease to terminate Lessee’s right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Lease beyond the applicable cure period.
(f) Survival of Obligations. Nothing herein shall be deemed to affect the right of Lessor to indemnification for liability arising prior to the termination of the Lease for personal injuries or property damage or in connection with any other Claim, nor shall anything herein be deemed to affect the right of Lessor to equitable relief where such relief is appropriate.

No expiration or termination of this Lease by operation of law or otherwise, and no repossession of the Leased Premises or any part thereof, shall relieve Lessee of any of its obligations to indemnify and defend the Indemnitees pursuant to the provisions of this Lease, and all such provisions, and all of Lessee’s accrued liabilities and obligations hereunder, shall survive such expiration, termination or repossession.
(g) No Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party.

Section 12.3 Default by Lessor.
(a) Events of Default. Lessor shall be in default of this Lease if it fails to perform any provision of this Lease that is obligated to perform within sixty (60) days after written notice of the default has been given to Lessor by Lessee. If the default cannot reasonably be cured within sixty (60) days, Lessor shall not be in default of this Lease if Lessor commences Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
885
45 to cure the default within such 60-day period and diligently and in good faith continues to cure the default until completion.
(b) Right to Cure; Lessee’s Remedies. If Lessor shall have failed to cure a default by Lessor after expiration of the applicable time for cure of a particular default, Lessee, at its election, but without obligation therefor (i) may seek specific performance of any obligation of Lessor, after which Lessee shall retain, and may exercise and enforce, any and all rights that Lessee may have against Lessor as a result of such default, and/or (ii) from time to time without releasing Lessor in whole or in part from the obligation to be performed by Lessor hereunder, may cure the default at Lessor’s cost provided that Lessor has been given sixty (60) days advance written notice of Lessee’s election to do so and Lessor has not within such time notified Lessee that Lessor will cure the default.

Section 12.4 Notices. Notices given by Lessor under Section 12.1 or by Lessee under Section 12.4 shall specify the alleged default and the applicable Lease provisions, and shall demand that Lessee or Lessor, as applicable, perform the appropriate provisions of this Lease within the applicable period of time for cure. No such notice shall be deemed a forfeiture or termination of this Lease unless expressly set forth in such notice. A notice by Lessor shall not be deemed ineffective if Lessor fails to provide the required time period to cure, so long as, any additional notice period required by this Lease, in addition to that already provided by Lessor, is thereafter provided by Lessor in writing.

ARTICLE 13.

QUIET ENJOYMENT AND POSSESSION; INSPECTIONS
Section 13.1 Quiet Enjoyment. Lessor covenants and warrants that Lessee, upon payment of all sums herein provided and upon performance and observance of all its covenants herein contained, shall peaceably and quietly have, hold, occupy, use and enjoy, and shall have the full, exclusive and unrestricted use and enjoyment of, all of the Leased Premises during the Term, subject only to the provisions of this Lease and all applicable Legal Requirements.

Section 13.2 Lessor’s Right of Inspection. Notwithstanding Section 13.1 above, Lessor, in person or through its agents, upon reasonable prior notice to Lessee, shall have the right, subject to the rights of Tenants, to enter upon the Leased Premises for purpose of reasonable inspections performed during reasonable business hours in order to assure compliance by Lessee with its obligations under this Lease or a Tenant Leases.

ARTICLE 14.

VACATION OF LEASED PREMISES
Section 14.1 Vacation Upon Termination. Lessee covenants that upon any termination of this Lease, whether by lapse of time or because of any of the conditions or provisions contained herein, Lessee will peaceably and quietly yield and surrender possession of the Leased Premises to Lessor. The foregoing, however, will be subject to the rights of Tenants or others in possession pursuant to Tenant Leases with Lessee, provided that such Tenants are not in default Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
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46 thereunder and attorn to Lessor as their lessor. An action of forcible detainer shall lie if Lessee holds over after a demand for possession is made by Lessor.

Section 14.2 Surrender. Lessee agrees that on expiration or termination of the Term, Lessee shall surrender the Leased Premises, the Improvements, and any fixtures on the Leased Premises to Lessor, in good order, condition, and repair, reasonable wear and tear and obsolescence. The Improvements and any fixtures on the Leased Premises shall become the property of Lessor, free from any liens or Claims whatsoever, without any further compensation therefor from Lessor to Lessee or any other person. Contemporaneous with the expiration or termination of the Term, Lessee shall immediately deliver to the Lessor the following: (i) such documents, instruments, and conveyances as Lessor may request to enable Lessor’s ownership of the Improvements and fixtures on the Leased Premises to be reflected of record, including, without limitation, a quitclaim deed in recordable form; (ii) all construction plans, surveys, permits, and other documents relating to the Improvements and fixtures on the Leased Premises as may be in the possession of Lessee at the time; and (iii) copies of Tenant Leases for current and prior Tenants and any estoppels as reasonably requested by Lessor. All documents and instruments required to be delivered by Lessee to Lessor pursuant to this Section shall be in a form and contain content reasonably satisfactory to Lessor. Notwithstanding the above, Lessor may, in its sole discretion, reject ownership of the Improvements and fixtures and request either their removal from the Leased Premises or their transfer to another entity.

ARTICLE 15.

NON-MERGER
Section 15.1 Non-Merger. Except upon expiration of the Term or upon termination of this Lease, there shall be no merger of either this Lease or Lessee’s Estate created hereunder with Lessor’s fee interest in the Land or Lessee’s fee interest in the Improvements by reason of the fact that the same person may acquire, own or hold, directly or indirectly, (a) this Lease, Lessee’s Estate created hereunder or any interest in this Lease or the Improvements, and (b) a fee interest in the Land or the Improvements, unless and until the Lessor, all Lenders with an Approved Loan and all persons, including any assignee of Lessor, having an interest in (i) this Lease or Lessee’s Estate created hereunder, and (ii) the fee estate in the Leased Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same.

ARTICLE 16.

TRANSFERS
Section 16.1 Permitted Transfer by Lessee. Except as provided in this Article 16, Lessee shall have no right to Transfer, assign or sublease any legal or beneficial interest in Lessee’s Estate hereunder without Lessor’s prior written consent. In determining whether to consent to a proposed transfer, assignment, or sublease, the Lessor will consider whether the proposed transferee shall submit for Lessor review and approval all instruments and other legal documents proposed to affect 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 Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
887
47 qualifications and solvency, or any other documents, as the Lessor may reasonably request. The Lessor will consider:
(a) If the proposed transferee demonstrates to the Lessor’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the Lessor to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Lessee under this Agreement in determining whether to consent to a proposed transfer, assignment or sublease under this Lease. (b) Notwithstanding the foregoing, by its execution of this Lease, Lessor is deemed to have consented to the following (“Permitted Transfers”) and the requirements of Section 16.1(a) shall not apply:
(1) Permitted Encumbrances, Approved Loans and Leasehold Mortgages;
(2) a conveyance of the leasehold interest in the Lessee’s Estate resulting from the foreclosure of a Leasehold Mortgage (or an assignment, new lease or deed-in- lieu of such a foreclosure) and the transfer by such person to a third party subject to the provisions of paragraph (8) of Section 8.2(a);
(3) any transfer of equity in the Lessee that does not change management or operational control of Lessee or the Project other than to permit the admittance of an affiliate of Satellite Affordable Housing Associates Housing Corporation, a California nonprofit public benefit corporation, as the managing general partner of Lessee; (4) the lease of the residential units consistent with the Tax Credit Restrictive Covenant and the Regulatory Agreement;
(5) the transfer of limited partnership interests in Lessee; (6) in the event that any general partner of Lessee is removed by the Investor for cause following default under Lessee’s partnership agreement, the transfer of the general partner interest to Investor or an affiliate of the Investor or to a 501(c)(3) tax-exempt nonprofit corporation selected by the Investor and approved by Lessor, in its reasonable discretion, provided that the successor nonprofit corporation has experience, assets and access to capital and private funding sufficient to construct (if the Project has not been fully constructed) and operate the Project in accordance with this Lease; and (7) the transfer of the Project from Lessee to one of the members of the general partner of the Lessee or an affiliate of the general partners of the Lessee at the end of the tax credit compliance period for the Project.
(c) Upon the granting of any consent (deemed or otherwise) by Lessor with respect to a Transfer by Lessee, this Lease shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective heirs, successors, assigns, legal representatives, Lenders, Tenants and other transferees.

Item 5.8
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888
48 ARTICLE 17.

MISCELLANEOUS PROVISIONS
Section 17.1 Consents. Lessor agrees not to unreasonably withhold or delay its consent to matters requiring Lessor’s consent hereunder unless the applicable provision of this Lease permits Lessor to exercise Lessor’s sole discretion with respect to a particular matter.

Section 17.2 Enforced Delay; Extension of Times of Performance. Time is of the essence in the performance of each of the Parties’ respective obligations set forth in this Lease.

Except as expressly set forth in this Section 17.2, performance by any Party hereunder shall not be deemed to be in default and such Party shall be entitled to an extension of time to perform its obligations hereunder where delays in performance are due to causes beyond the reasonable control and without the fault of such Party, including as applicable: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority aside from that of Lessor; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplies that are not caused by any Party; acts or the failure to act of any public or governmental agency or entity, aside from the Lessor, that are not caused by Lessee; or other causes beyond the reasonable control of the Party (“Force Majeure”). Notwithstanding the foregoing, Lessee’s inability to secure satisfactory financing, interest rates, and market and economic conditions shall not entitle Lessee to an extension of time to perform. An extension of time for any cause permitted under this Section

17.2 shall be limited to the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of knowledge of the commencement of the cause. If no written notice is sent within thirty (30) days, for purposes of measuring the extension period for performance of the obligation in question, the period of the enforced delay shall commence to run from the date written notice is sent to the other Party. Times of performance under this Lease may be extended by mutual written agreement of the Parties but in no event shall a period of enforced delay extend the Term of the Lease past its expiration, which is set forth in Section 2.2 of this Agreement. .

Section 17.3 Interpretation. The terms of this Lease shall be construed in accordance with the meaning of the language used and shall not be construed for or against any Party by reason of the authorship of this Lease or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Lease.

Section 17.4 Entire Agreement: Modifications. This Lease supersedes all prior discussions and agreements between the Parties with respect to the leasing of the Leased Premises. This Lease shall not be modified or amended in any respect, except by written instrument specifically referencing such modification or amendment which is executed by or on behalf of the Parties in the same manner as this Lease is executed and, to which each Lender has consented in writing (if required by the applicable Loan Documents). The Parties acknowledge and agree that pursuant to Section 2.3 of the DDLA, the DDLA is terminated with respect to the Leased Premises and Phase 1 as of the Commencement Date. The Parties agree that any deletion of language from this Lease before its mutual execution by Lessor and Lessee shall not be Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
889
49 construed to have any particular meaning or to raise any presumption canon of construction, or implication, including, without limitation, any implication that the parties intended to state the converse, obverse, or opposite of the deleted language.

Section 17.5 Governing Law. This Lease, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of California without regard to conflict of law principles. Venue for any dispute hereunder shall be in Alameda County, California.

Section 17.6 Binding Effect. This Lease shall inure to the benefit of and be binding upon the Parties hereto, their successors, administrators, executors and permitted assigns.

Section 17.7 Severability. In the event any provision or portion of this Lease is held by any court of competent jurisdiction to be invalid or unenforceable, such holdings shall not affect the remainder hereof, and the remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof, except to the extent the rights and obligations of the parties have been materially altered by such unenforceability.

Section 17.8 Further Assurances. From and after the date of this Lease, Lessor and Lessee, at the request of the other Party, shall make, execute and deliver or obtain and deliver all such affidavits, deeds, certificates, resolutions and other instruments and documents, and shall do or cause to be done all such other things that either Party may reasonably require in order to effectuate the provisions and the intention of this Lease.

Section 17.9 Authority to Execute Agreement . The persons executing this Lease on behalf of each Party represents and warrants to the other Party that by proper action such persons have been duly authorized to execute and deliver this Lease.

Section 17.10 Lease Administration and Approvals . The City Manager of the City of Livermore, or his or her designee shall be the person designated by Lessor to administer this Lease on behalf of Lessor. The City Manager of the City of Livermore shall have the authority to consent to any matter requiring Lessor approval or consent as provided in this Lease, and to perform and carry out any activities concerning this Lease, including but not limited to, the execution of any additional agreements, addenda or amendments so long as such actions do not substantially affect the rights and obligations of Lessor as specified herein.

Section 17.11 Captions. All captions, headings, paragraphs, subparagraphs, letters and other reference captions are solely for the purpose of facilitating convenient reference to this Lease, shall not supplement, limit or otherwise vary the text of this Lease in any respect, and shall be wholly disregarded when interpreting the meaning of any terms or provisions hereof.

All references to particular articles, sections, subsections, paragraphs and subparagraphs by number refer to the text of such items as so numbered in this Lease.

Section 17.12 Gender. Words of any gender used in this Lease shall be held and construed to include any other gender, and words of a singular number shall be held to include the plural, and vice-versa, unless the context requires otherwise.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
890
50 Section 17.13 Exhibits. Each and every exhibit referred to or otherwise mentioned in this Lease is attached to this Lease and is and shall be construed to be made a part of this Lease by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full at length every time it is referred to and otherwise mentioned.

Section 17.14 References. All references to paragraphs or subparagraphs shall be deemed to refer to the appropriate paragraph or subparagraph of this Lease. Unless otherwise specified in this Lease, the terms “herein,” “hereof,” “hereinafter,” “hereunder” and other terms of like similar import, shall be deemed to refer to this Lease as a whole, and not to any particular paragraph or subparagraph hereof.

Section 17.15 Cumulative. Except as expressly limited by the terms of this Lease, all rights, powers and privileges conferred hereunder shall be cumulative and not restrictive of those provided at law or in equity.

Section 17.16 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing and shall be addressed and delivered by certified mail, return receipt requested; by reputable commercial delivery service; or by hand delivery by a reputable courier, to each Party at the addresses set forth below. Any such notice, request, demand or other communication shall be considered given or delivered, as the case may be, on the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the item was returned as undeliverable. By giving prior written notice thereof, any Party, from time to time, may change its address for notices under this Lease.

To Lessor: City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: City Manager

To Lessee: Pac Avenue, L.P.
1835 Alcatraz Avenue
Berkeley, CA 94703
Attention: Eve Stewart, Senior Vice President of Real Estate Development

AND Interfaith Housing, Inc.
550 Hillcrest Avenue
Livermore, CA 94550
Attention: Laning Thompson, Board President

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
891
51 To Investor: 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.

Section 17.17 Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same agreement.

Section 17.18 Time of Essence. Time is and shall be of the essence in this Lease.

Section 17.19 Attorneys’ Fees. In any litigation or other action brought by a Party to this Lease to enforce this Lease or regarding a dispute over terms of the Lease or the performance of a Party, the prevailing Party in such litigation or action shall be entitled to attorneys’ fees and the costs of such litigation.

Section 17.20 No Third-Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Lease 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.

Section 17.21 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship. Nothing in this Lease is intended to or shall establish the Parties as partners, co- venturers, or principal and agent with one another. The relationship of Lessee and Lessor is and shall remain solely that of a tenant and landlord, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. Lessor neither undertakes nor assumes any responsibility or duty to Lessee (except as expressly provided in this Lease) or to any third party with respect to the Project.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
892
52 Section 17.22 Holding Over. If Lessee holds over at the Leased Premises after the expiration of the Term with the consent of the Lessor, either express or implied, such holding over shall be construed to create only a tenancy from month-to-month subject to all the other terms in the Lease.

Section 17.23 End of Term Transfer of Improvements and Leasehold Estate. At the end of the Term, City may assume rights to the Leasehold Estate, including any Improvements or fixtures on the Leased Premises, or transfer the Leasehold Estate, Improvements and fixtures to another non-profit entity. Lessee shall provide the Improvements in as-is but generally the same condition minus ordinary wear and tear and shall provide estoppels and copies of leases with respect to the subtenants, including Tenant Leases.

SIGNATURES ON FOLLOWING PAGE
Item 5.8
Revised Exhibit C - Ground Lease
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893

53 135.054/633016
IN WITNESS WHEREOF, this Lease is made and entered into in multiple original counterparts on the day and year first above written.

LESSOR:

City of Livermore, a California municipal corporation

By:

Marianna A. Burch, City Manager

APPROVED AS TO FORM:

By: ___________________________________

Jason Alcala
City Attorney

APPROVED AS TO INSURANCE:

By: __________________________________

Risk Manager/Analyst

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
894
54 LESSEE:

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

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
895

EXHIBIT A

Legal Description of Leased Premises

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
896
EXHI
BIT A

LEGAL D

ESCRIPTION OF THE PROPERTY

ALL THA

T REAL PROPERTY IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PAR
CEL 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
Item 5.8
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Attachment 1
897

EXHIBIT B

Site Plan of Leased Premises
(Attached)
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
898

EXHIBIT B
Item 5.8
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Attachment 1
899

EXHIBIT C

Form of Memorandum of Lease

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
900
Exhibit C

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)

MEMORANDUM OF GROUND LEASE
(Pacific Avenue Senior Apartments – Phase 1)

THIS MEMORANDUM OF GROUND LEASE (the “Memorandum”) is entered into as of __________________, 2025, by and between the City of Livermore, a California municipal corporation (the “Lessor”) and Pac Avenue, L.P., a California limited partnership (the “Lessee”), with respect to that certain Ground Lease dated _____________, 2025 (the “Lease”), between the Lessor and the Lessee. All capitalized terms used in this Memorandum and not defined shall have the meaning set forth in the Lease.

1. Documentary Transfer Tax is not shown pursuant to Revenue and Taxation Code Section 11932. See that certain Statement of Documentary Transfer Tax Due, which shall be affixed to this Memorandum in the Official Records of Alameda County after record of this Memorandum is made and before the original is returned as specified in Government Code Section 27321.

2. Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor that certain real property, more particularly described in Exhibit A, attached hereto and incorporated herein (the “Property”). The Lease shall commence on _______________, 2025, and shall remain in effect for the ninety-nine (99) year term of the Lease, unless sooner terminated pursuant to the terms and conditions of the Lease.

As more particularly set forth in the Lease, certain development, affordability and occupancy restrictions apply to the use of the Property.

1. This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth herein.

2. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. In the event of any inconsistency between the terms and conditions of this Memorandum and the terms and conditions of the Lease, the terms and conditions of the Lease shall control.

Item 5.8
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3. This Memorandum may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts so executed shall together constitute but one and the same instrument.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Item 5.8
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902

IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed as of the date first above written.

LESSOR:

City of Livermore, a California municipal corporation

By: ______________________________________
Marianna A. Burch, City Manager

ATTEST:

By:

APPROVED AS TO FORM:

City Attorney

Item 5.8
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903
LESSEE:

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

[SIGNATURES MUST BE NOTARIZED]

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
904

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On ,
before me, _____________________________________,
(Name 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 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)

SIGNATURES MUST BE NOTARIZED.

ACKNOWLEDGMENT

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.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
905

State of California
)
) ss

County of ___________ )

On
, before me, _____________________________________,
(Name of Notary)

notary public, personally appeared ______________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

(Notary Signature)

SIGNATURES MUST BE NOTARIZED.

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
906
Exhibit A

LAND
(To Be Inserted By Title)
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
907

EXHIBIT D

Financing Plan

Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
908
Sources
Permanent Sources
Description Totals
Tax Credit Equity 23,821,439$
HCD NPLH 6,257,776$
FHLB AHP 1,000,000$
City of Livermore Loan 6,500,000$
City of Livermore Predevelopment Loan 657,000$
Alameda County A1 Bonds 6,234,012$
Accrued Interest on Soft Loans 359,090$
HUD Section 202 6,947,852$
GP Capital Contribution (HUD 202 Deposit) 10,000$
Non-Permanent Sources
Construction Loan - First Citizens Bank 30,605,014$
Total Permanent Sources 52,966,260$
Uses
Description Budgeted

CONSTRUCTION
Unit Construction 27,313,036$
Site Work 1,291,650$
Contractor Overhead & Profit 1,636,619$
General Conditions 1,352,030$
Contractor Insurance & Bonds 532,305$
Owner Furnishings 158,000$
PV System 900,000$
Hard Cost Contingency 2,033,044$
CONSTRUCTION TOTAL 35,216,684$

ARCHITECTURAL FEES
Architecture 1,299,926$
ARCHITECTURAL FEES TOTAL 1,299,926$

SURVEY & ENGINEERING
Survey 960,000$
Enviro Assessment &Testing 60,000$
SURVEY & ENGINEERING TOTAL 1,020,000$
Description Budgeted

CONST INTEREST & FEES
Construction Loan Fees 357,418$
Construction Lender Costs 35,000$
Construction Lender Legal 140,000$
Contruction Loan Interest 3,554,505$
Accrued Interest 359,090$
Prevailing Wage Monitoring 42,000$
Construction Title & Recording 105,000$
CONST INTEREST & FEES TOTAL 4,593,013$

PERM FINANCING COSTS
Perm Title & Recording 25,000$
PERM FINANCING TOTAL 25,000$

OWNER LEGAL
Owner Legal - Org, RE, Synd & Perm Loan 90,000$
LEGAL TOTAL 90,000$

RESERVES
Operating Reserve 605,526$
HCD Pooled Transition Reserve Fee 20,916$
HCD NPLH Transition Reserve 217,120$
Supplemental SAHA NPLH Reserve 260,000$
Capitalized Operating Deficit Reserve 1,571,000$
RESERVES TOTAL 2,674,562$

OTHER COSTS
Other Taxes 35,000$
Permit Fees - Building 695,000$
Impact Fees 2,152,573$
Utility Connection Fees 805,000$
Builders Risk Insurance 720,000$
Appraisal 5,000$
Market Study 15,000$
Marketing & Leasing 233,528$
Construction Management 90,000$
Soft Cost Contingency 814,674$
OTHER COSTS TOTAL 5,565,775$

DEVELOPER COSTS
Developer Fee 2,200,000$
DEVELOPER COSTS TOTAL 2,200,000$

SYNDICATION COSTS
Syndication Consultant 55,000$
Syndication Legal 85,000$
Accountant Fee 25,000$
TCAC Fees 116,300$
SYNDICATION COSTS TOTAL 281,300$
52,966,260$
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
909
Unit Mix (Rent and Income Levels)
Bedrooms AMI Section 8
Total
Units
Gross
Rent
Utility
Allowance Net Rent
Proposed
Rent
Annual
Rental
Income
1 20% 16 584$ 97$ 487$ 487$ 93,504$ 1 30% 8 876$ 97$ 779$ 779$ 74,784$ 1 50% 14 1,460$ 97$ 1,363$ 779$ 130,872$ 1 50% Yes 5 1,460$ 97$ 1,363$ 1,363$ 81,780$ 1 50% 24 1,460$ 97$ 1,363$ 1,363$ 392,544$ 1 60% 9 1,752$ 97$ 1,655$ 1,655$ 178,740$ 2 30% 1 1,051$ 131$ 920$ 920$ 11,042$ 2 60% 1 2,102$ 131$ 1,971$ 1,971$ 23,657$ 2 MNGR 1 -$ 131$ -$ -$ -$ -$
-$
-$
-$
-$
-$
-$
-$
Avg AMI: 42.3% 5 79 986,923$
Item 5.8
Revised Exhibit C - Ground Lease
Attachment 1
910
Cash Flow
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Income
Rent 2.0% 818,652$ 835,025$ 851,726$ 868,760$ 886,135$ 903,858$ 921,935$ 940,374$ 959,181$ 978,365$ 997,932$ 1,017,891$ 1,038,249$ 1,059,014$ 1,080,194$ NPLH Rent 2.0% 76,320$ 77,846$ 79,403$ 80,991$ 82,611$ 84,263$ 85,949$ 87,668$ 89,421$ 91,209$ 93,034$ 94,894$ 96,792$ 98,728$ 100,703$ Section 8 Income 54,777$ 56,990$ 58,130$ 59,292$ 60,478$ 61,688$ 62,922$ 64,180$ 65,464$ 66,773$ 68,108$ 69,470$ 70,860$ 72,277$ 73,723$ HUD 202 PRAC Income 174,420$ 181,467$ 185,096$ 188,798$ 192,574$ 196,425$ 200,354$ 204,361$ 208,448$ 212,617$ 216,869$ 221,207$ 225,631$ 230,143$ 234,746$ Draw on NPLH COSR 2,662$ 12,848$ 223,465$ 231,200$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ 232,789$ Draw on Supplemental NPLH Reserve 56,848$ 203,152$ -$ -$ -$ -$ -$ -$ -$ D
raw on Operating Deficit Reserve 101,690$ -$ 3,768$ 1,819$ 34,929$ 52,395$ 70,623$ 89,641$ 109,479$ 130,165$ 151,729$ 174,204$ 197,623$ 222,017$ 247,423$ Laundry & Vending Income 2.0% 8,424$ 8,592$ 8,764$ 8,940$ 9,118$ 9,301$ 9,487$ 9,677$ 9,870$ 10,067$ 10,269$ 10,474$ 10,684$ 10,897$ 11,115$ POTENTIAL GROSS INCOME: 1,293,793$ 1,375,921$ 1,410,352$ 1,439,800$ 1,498,635$ 1,540,719$ 1,584,059$ 1,628,689$ 1,674,652$ 1,721,986$ 1,770,730$ 1,820,929$ 1,872,628$ 1,925,865$ 1,980,693$ LIHTC Units Vacancy 5.0% (60,874)$ (64,904)$ (66,547)$ (67,940)$ (70,801)$ (72,823)$ (74,905)$ (77,051)$ (79,262)$ (81,539)$ (83,885)$ (86,302)$ (88,792)$ (91,357)$ (94,000)$ NPLH Units Vacancy 10.0% (7,632)$ (7,785)$ (7,940)$ (8,099)$ (8,261)$ (8,426)$ (8,595)$ (8,767)$ (8,942)$ (9, 121)$ (9,303)$ (9,489)$ (9,679)$ (9,873)$ (10,070)$ EFFECTIVE GROSS INCOME: 1,225,287$ 1,303,233$ 1,335,864$ 1,363,760$ 1,419,573$ 1,459,470$ 1,500,558$ 1,542,871$ 1,586,449$ 1,631,326$ 1,677,542$ 1,725,138$ 1,774,157$ 1,824,635$ 1,876,623$ Expenses
Operating Expenses 3.0% 1,132,569$ 1,166,546$ 1,201,542$ 1,237,589$ 1,274,716$ 1,312,958$ 1,352,347$ 1,392,917$ 1,434,705$ 1,477,746$ 1,522,078$ 1,567,740$ 1,614,773$ 1,663,216$ 1,713,112$ Replacement Reserve Deposits 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ 47,400$ TOTAL EXPENSES 1,179,969$ 1,213,946$ 1,248,942$ 1,284,989$ 1,322,116$ 1,360,358$ 1,399,747$ 1,440,317$ 1,482,105$ 1,525,146$ 1,569,478$ 1,615,140$ 1,662,173$ 1,710,616$ 1,760,512$ NET OPERATING INCOME 45,318$ 89,286$ 86,922$ 78,772$ 97,456$ 99,112$ 100,812$ 102,554$ 104,344$ 106,180$ 108,063$ 109,998$ 111,984$ 114,020$ 116,111$ Required Payments
NPLH Monitoring Fee 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ 26,283$ County A1 Monitoring Fee 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ City Monitoring Fee 2,662$ 2,662$ 2,715$ 2,770$ 2,825$ 2,881$ 2,939$ 2,998$ 3,058$ 3,119$ 3,181$ 3,245$ 3,310$ 3,376$ 3,444$ 3,512$ CASH FLOW: 11,574$ 55,489$ 53,070$ 44,864$ 63,492$ 65,090$ 66,731$ 68,414$ 70,143$ 71,916$ 73,736$ 75,605$ 77,525$ 79,493$ 81,516$ Investor Management Fee 1,250$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$ Par
tnership Management Fee 8,972$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ 35,887$ Residual Receipts to Soft Loans 100% 1,352$ 14,602$ 12,183$ 3,977$ 22,605$ 24,203$ 25,844$ 27,527$ 29,256$ 31,029$ 32,849$ 34,718$ 36,638$ 38,606$ 40,629$ Item 5.8
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EXHIBIT E

Estoppel Certificate

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SMRH:4927-0975-6435.1 -1-
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Exhibit E

GROUND LESSOR ESTOPPEL CERTIFICATE

This Ground Lessor Estoppel Certificate (this " Certificate"), dated as of [__________], 2025, is executed by the City of Livermore, a California municipal corporation ("Ground Lessor") in favor of FIRST- CITIZENS BANK & TRUST COMPANY , its successors, transferees and assigns ("Senior Lender"), and NEF ASSIGNMENT CORPORATION , an Illinois not -for-profit corporation, as nominee (“ Investor”).

Substantially concurrently with the delivery of this Certificate, Senior Lender has made or intends to make a loan in the initial approximate stated principal amount of $[__________] (the "Loan") to PAC AVENUE, L.P., a California limited partnership ("Tenant") pursuant to, among other things, a Loan Agreement (Construction Loan) by and between Tenant and Senior Lender (the " Loan Agreement "). Tenant's obligations with respect to the Loan are secured by (among other things) a Construction Leasehold Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing made by Tenant with respect to the Loan (the “ Senior Deed of Trust”), encumbering (among other things) Tenant's leasehold estate under the Ground Lease (as defined below) and a ll improvements now existing or hereafter made on or within the land leased to Tenant pursuant to the Ground Lease (the "Land"). As used herein, references to the Loan and the Loan Agreement shall also include all renewals, extensions, modifications, amendments and restatements thereof, including without limitation those that increase the principal amount or the interest rate thereof or extend the maturity date thereof. Substantially concurrently with the delivery of this Certificate, Pac Avenue LLC, a Ca lifornia limited liability company, as general partner, and Investor, as limited partner, will enter into that certain Amended and Restated Limited Partnership Agreement (as may be amended, the “ Partnership Agreement”), pursuant to and subject to the conditions thereof, among other things, Investor will make capital contributions to the Partnership in the approximate aggregate principal amount of $[_____] (the “ Investment”). Ground Lessor's delivery of this Certificate to Senior Lender and Investor is a condition to Senior Lender's making the Loan and Investor making the Investment. Ground Lessor acknowledges that (i) Senior Lender is a “Lender” and the "Senior Lender" as such terms are defined in the Ground Lease, and that the Senior Lender shall be entitled to all of the rights and privileges afforded to a Lender and the Senior Lender under the Ground Lease and (ii) the Senior Deed of Trust is a “Leasehold Mortgage” and the "Senior Leasehold Mortgage" as such terms are defined in the Ground Lease, and that the Senior Deed of Trust shall be entitled to all of the rights and privileges afforded to a Leasehold Mortgage and the Senior Leasehold Mortgage under the Ground Lease.

Ground Lessor further acknowledges that Investor is a “Investor” as such term is defined i n the Ground Lease, and that Investor shall be entitled to all of the rights and privileges afforded to an Investor under the Ground Lease.

NOW, THEREFORE, for the purpose of providing information to the Senior Lender and Investor with respect to the Ground Lease (as defined below), with the understanding that the Senior Lender and Investor will rely upon the information provided herein, the undersigned Ground Lessor certifies to the Senior Lender and Investor the truth and accuracy of the following statements of fact as of the date first stated above:

1. Ground Lessor is the current "Lessor" under the Ground Lease (as defined below). Ground Lessor has not assigned or otherwise transferred all or any part of Ground Lessor's interest in the Ground Lease.

2. The "Ground Lease" consists of the documents described in paragraph 2.1 below, which have not been amended, modified or supplemented except as described in paragraph 2.1 below.

2.1 Ground Lease.
(a) Ground Lease (Phase 1 of Pacific Avenue Development Project) dated as [____________], 2025, between Ground Lessor as lessor and Tenant as lessee.

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(b) Memorandum of Lease dated as of [____________], 202 5, between Ground Lessor as lessor and Tenant as lessee, recorded on [____________], 2025 as Document No. [____________] in the official public records of the County of Alameda, California (" Official Records").

3. A true, correct and complete copy of the Ground Lease (including all documents listed in paragraph 2.1 above) are attached hereto as Exhibit A.

4. Ground Lessor has not encumbered its fee interest in the Land covered by the Ground Lease with any mortgage or deed of trust.

5. Ground Lessor does not hold any security deposit or letter of credit for Tenant's performance under the Ground Lease, and no security deposit or letter of credit for Tenant's performance under the Ground Lease is currently required under the terms of the Ground Lease.

6. Ground Lessor is not a party to, and to Ground Lessor's actual knowledge there is no, pending or threatened condemnation, litigation, administrative or quasi-administrative action or proceeding at law or in equity that could adversely affect the Ground Lease or the Land.

7. All of the payments required to be made by Tenant to Ground Lessor under the Ground Lease through the date first stated above have been paid in full.

8. The notice address for Senior Lender is:

First-Citizens Bank & Trust Company
222 2nd Street, 17th Floor
San Francisco, CA 94105
Attention: Community Development Finance
The Notice address for City is:

City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: City Manager

The Notice address for Investor is:

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

and:

NEF Assignment Corporation
10 South Riverside Plaza
Suite 1700
Chicago, Illinois 60606
Attention: SVP Asset Management

with a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
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SMRH:4927-0975-6435.1 -3-
0100-922359

60173159.1
633 W. Fifth Street, Suite 5880
Los Angeles, California 90017
Attention: Rachel Rosner

[Remainder of Page Left Intentionally Blank]
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SMRH:4927-0975-6435.1 S-1
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60173159.1

IN WITNESS WHEREOF, Ground Lessor has executed this Certificate in favor of the Estoppel Parties as of the date first stated above.

“GROUND LESSOR”:

CITY OF LIVERMORE,
a California municipal corporation
By: _____________________________
Marianna A. Burch, City Manager
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SMRH:4927-0975-6435.1 Exhibit A
0100-922359

60173159.1

Exhibit A

Copy of Ground Lease Documents

[Attached]

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EXHIBIT F

Addendum Section 202

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Exhibit F
LEASE ADDENDUM SECTION 202
(Lessor – Lessee)
Notwithstanding any other provisions of the Ground Lease (this "Lease"), between the City of Livermore, a California municipal corporation ("Lessor"), and Pac Avenue, L.P., a California limited partnership ("Lessee"), if and so long as the Leasehold Estate is subject to a Section 202 Deed of Trust held by the Secretary of Housing and Urban Development ("HUD"), or given to the Secretary of HUD in connection with a resale, or the demised premises are acquired and held by him because of a default under said mortgage:
(1) Lessee is authorized to obtain a Section 202 Capital Advance from the Secretary of HUD, secured by a mortgage on the Leasehold Estate. Lessee is further authorized to execute a mortgage on the Leasehold Estate and otherwise to comply with the requirements of HUD for obtaining a mortgage.
(2) Intentionally omitted.
(3) If approved by the Secretary of HUD, Lessee may assign, transfer or sell its interest in the demised premises.
(4) Insurance.
(a) Insurance policies shall be in an amount, and by such companies, and in such form, and against such risks and hazards, as shall be required by any Lender and/or the Secretary of HUD.
(b) Lessor shall not take out separate insurance concurrent in form or contributing in the event of loss with that specifically required to be furnished by Lessee to HUD. Lessor may at its own expense, however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by Lessee.
(5) Condemnation.
(a) If all or any part of the demised premises shall be taken by condemnation, that portion of any award attributable to the improvements, or damage to the improvements, shall be paid to the mortgagee or otherwise disposed of as may be provided in the mortgage. Any portion of the award attributable solely to the taking of the land shall be paid to Lessor. After the date of taking, the annual ground rent shall be reduced ratably by the proportion which the award paid to Lessor bears to the total value of the land as established by the amount the Secretary of HUD would be required to pay upon acquisition of the fee. (b) In the event of a negotiated sale of all of any portion of the demised premises in lieu of condemnation, the proceeds shall be distributed and ground rents reduced as provided in cases of condemnation, but the approval of the Secretary of HUD shall be required as to the amount and division of the payment to be received.

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(6) Lessor agrees that, within ten (10) calendar days after receipt of written request from Lessee, it will join in any authorizations required by any governmental or other body claiming jurisdiction in connection with any work which Lessee may do hereunder, and will also join in any grants for easements for electric, telephone, gas, water, sewer and such other public utilities and facilities as may be reasonable necessary in the operating of the demised premises or of any improvements that may be erected thereon.
(7) Nothing contained in this Lease shall require Lessee to pay any franchise, estate, inheritance, succession, capital levy or transfer tax, or any other tax, assessment, change or levy upon the rent payable by Lessee under this Lease.
(8) Upon any default under this Lease which authorized the cancellation thereof by Lessor, Lessor shall give notice to the Secretary of HUD, and the Secretary of HUD, his successors and assigns, shall have the right and time within six (6) months from the date of such notice to correct the default and reinstate this Lease unless Lessor has first terminated this Lease as provided herein.

At any time after two (2) months from the date a notice of default is given to the Secretary of HUD, Lessor may elect to terminate this Lease and acquire possession of the demised premises. Upon acquiring possession of the demised premises, Lessor shall notify the Secretary of HUD. The Secretary of HUD shall have six (6) months from the date of such notice of acquisition to elect to take a new lease on the demised premises. Such new lease shall have a term equal to the unexpired portion of the term of this Lease and shall be on the same terms and conditions as contained in this Lease, except that the Secretary of HUD's liability for ground rent shall not extend beyond his occupancy under such lease. Lessor shall tender such new lease to the Secretary of HUD within thirty (30) calendar days after a request for such lease and shall deliver possession of the demised premises immediately upon execution of the new lease. Upon executing a new lease, the Secretary of HUD shall pay to Lessor any unpaid ground rentals due or that would have become due under this Lease to the date of execution of the new lease, including any taxes which were liens on demised premises and which were paid by Lessor, less any net rentals or other income which Lessor may have received on account of this property since the date of default under this Lease.
(9) All notices, demands and requests which are required to be given by Lessor, Lessee or the Secretary of HUD shall be in writing and shall be sent by registered or certified mail, postage prepaid, and addressed to:

U.S. Department of Housing and Urban Development
One Sansome Street, Suite 1200
San Francisco, California 94104
Attention: Office of Regional Counsel
unless a request for a change in this address has been sent the party giving the notice by registered or certified mail prior to the time when such notice is given. (10) This Lease shall not be modified without the consent of the Secretary of HUD.

The remainder of this page is blank.

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EXHIBIT G

Schedule of Related Documents

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EXHIBIT G
Schedule of Related Documents

1) Phase 1 Environmental Site Assessment dated June 2021, prepared by Geocon Consultants; Location of Record: City of Livermore
2) Affordable Housing Loan Agreement by and between the City of Livermore and Pac Avenue, L.P for Pacific Senior Apartments Phase 1, entered into after this lease agreement. Location of Record: City of Livermore.
3) The Deed of Trust with Assignment of Rents, Regulatory Agreement for Capital Advance Mixed Finance Program, the Capital Advance Mixed-Finance Program Use Agreement and the UCC Financing Statement by and between the U.S. Department of Housing and Urban Development and Pac Avenue L.P ., collectively, the “HUD 202 Loan Documents”, entered into after this lease agreement. Location of Record: City of Livermore
4) Loan Agreement (Construction Loan) by and between First Citizens Bank and Trust Company and Pac Avenue, L.P . along with the Promissory Note secured by the Construction Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing entered into after this lease agreement, collectively, “Senior Loan Documents”. Location of Record: City of Livermore. 5) Site Plan Design Review (SPDR) 20-005 and Subdivision (SUB) 20-001 for the Pacific Avenue Affordable Housing Project consisting of 140 affordable senior housing rental units, approved by the Livermore Planning Commission on November 16, 2021

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ARTICLE 5. TAXES AND OTHER IMPOSITIONS; UTILITIES ....................................... 13 Section 5.1 Payment of Impositions ........................................................................... 13 Section 5.2 Lessor’s Estate ......................................................................................... 13 Section 5.3 Contested Taxes and Other Impositions .................................................. 14 Section 5.4 Valuation Assessment/Property Tax Exemption ..................................... 14 Section 5.5 Failure to Pay Impositions ....................................................................... 14 Section 5.6 Utilities ..................................................................................................... 14 ARTICLE 6. INSURANCE .................................................................................................... 15 Section 6.1 Required Insurance Coverage .................................................................. 15 Section 6.2 Insurance Policies and Premiums ............................................................ 16 Section 6.3 Proceeds of Insurance...…………………………………………………17 Item 5.8
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ii
Section 6.4 Limitation of Liability.............................................................................. 17 ARTICLE 7. MAINTENANCE, ALTERATIONS, REPAIRS AND
REPLACEMENTS ............................................................................................ 17 Section 7.1 Maintenance of Leased Premises; Landscaping ...................................... 17 Section 7.2 Landscaping Maintenance ....................................................................... 18 Section 7.3 Alterations to Leased Premises …………………………………………18 Section 7.4 Indemnifications ...................................................................................... 19 ARTICLE 8. MORTGAGE LOANS ...................................................................................... 19 Section 8.1 Intentionally Omitted ............................................................................... 19 Section 8.2 Liens and Encumbrances Against the Leasehold Estate .......................... 19 Section 8.3 Cost of Approved Loans to be Paid by Tenant ........................................ 23 Section 8.4 Proceeds of Approved Loans ................................................................... 24 Section 8.5 Notice and Right to Cure Defaults Under Approved Loans .................... 24 Section 8.6 Rights of Investor ..................................................................................... 24 Section 8.7 Right to Pay Taxes and Leasehold ........................................................... 24 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS ....................... 24 Section 9.1 Representations, Warranties and Covenants of Lessor ............................ 24 Section 9.2 Representations, Warranties and Covenants of Lessee ............................ 26 Section 9.3 Hazardous Materials ................................................................................ 26 Section 9.4 Relocation Obligations and Indemnity .................................................... 26 Section 9.5 Hazardous Materials Indemnification ...................................................... 27 Section 9.6 Prevailing Wage Requirements................................................................ 27 Section 9.7 Compliance with Laws ............................................................................ 28 Section 9.8 Affordability and Use Restrictions .......................................................... 28 Section 9.9 Selection of Tenants ................................................................................. 32 Section 9.10 Reporting Requirements; Access to Information; Inspections ................ 33 Section 9.11 Non-Discrimination; Compliance with Fair Housing Laws…………….34 Section 9.12 Fair Housing…………………………………………………………….34
Section 9.13 Management Entity and Replacement of Management Agent………….34 ARTICLE 10. EMINENT DOMAIN ........................................................................................ 35 Section 10.1 Termination of Lease ............................................................................... 35 Section 10.2 Continuation of Lease and Presumption of Restoration .......................... 35 Item 5.8
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Section 10.3 Temporary Taking ................................................................................... 35 Section 10.4 Appointment of Award ………………………………………………… 35 Section 10.5 Joinder ...................................................................................................... 37 Section 10.6 City Reservation of Rights………………………………………………37 ARTICLE 11. DAMAGE OR DESTRUCTION ...................................................................... 37 Section 11.1 Damage or Destruction to Leased Premises ............................................ 37 Section 11.2 Damage or Destruction Near End of Term .............................................. 38 Section 11.3 Distribution of Insurance Proceeds .......................................................... 38 Section 11.4 Insurance Requirements ........................................................................... 38 ARTICLE 12. EVENTS OF DEFAULT .................................................................................. 39 Section 12.1 Events of Default ..................................................................................... 39 Section 12.2 Rights and Remedies................................................................................ 40 Section 12.3 Default by Lessor ..................................................................................... 42 Section 12.4 Notices ..................................................................................................... 42 ARTICLE 13. QUIET ENJOYMENT AND POSSESSION; INSPECTIONS ........................ 42 Section 13.1 Quiet Enjoyment ...................................................................................... 42 Section 13.2 Lessor’s Right of Inspection .................................................................... 42 ARTICLE 14. VACATION OF LEASED PREMISES ............................................................ 43 Section 14.1 Vacation Upon Termination .................................................................... 43 Section 14.2 Surrender ………………………………………………………………..43
ARTICLE 15. NON-MERGER ................................................................................................ 43 Section 15.1 Non-Merger.............................................................................................. 43 ARTICLE 16. TRANSFERS .................................................................................................... 43 Section 16.1 Permitted Transfer by Lessee................................................................... 43 ARTICLE 17. MISCELLANEOUS PROVISIONS ................................................................. 44 Section 17.1 Consents .................................................................................................. 45 Section 17.2 Enforced Delay; Extension of Times of Performance ............................. 45 Section 17.3 Interpretation ............................................................................................ 45 Section 17.4 Entire Agreement: Modifications ............................................................ 45 Section 17.5 Governing Law ........................................................................................ 45 Section 17.6 Binding Effect .......................................................................................... 46 Section 17.7 Severability .............................................................................................. 46 Item 5.8
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Section 17.8 Further Assurances................................................................................... 46 Section 17.9 Authority to Execute Agreement ............................................................. 46 Section 17.10 Lease Administration and Approvals....................................................... 46 Section 17.11 Captions ................................................................................................... 46 Section 17.12 Gender ...................................................................................................... 46 Section 17.13 Exhibits .................................................................................................... 46 Section 17.14 References ................................................................................................ 46 Section 17.15 Cumulative ............................................................................................... 47 Section 17.16 Notices ..................................................................................................... 47 Section 17.17 Counterparts ............................................................................................. 48 Section 17.18 Time of Essence ....................................................................................... 48 Section 17.19 Attorneys’ Fees ........................................................................................ 48 Section 17.20 No Third-Party Beneficiaries ................................................................... 48 Section 17.21 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship ................................................................................ 48 Section 17.22 Holding Over ……………………………………………………………48
Section 17.23 End of Term Transfer of Improvements and Leasehold Estate …………48

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1 135.054/633016

GROUND LEASE
(Phase 1 of Pacific Avenue Development Project)

B. Lessor desires to lease the Land to Lessee for a period of ninety-nine (99) years pursuant to the terms of this Lease.

C. Capitalized terms which are referred to and utilized throughout this Lease are defined in Article 1 of this Lease.

ARTICLE 1

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2 (c) Affordable Housing Loan Agreement: is the legal contract between the City and Pac Avenue, L.P. that establishes the agreed loan conditions for Phase 1 of the Pacific Avenue Project, as listed in Exhibit “G” hereto.
(d) Affordable Rent(s): 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 thirty percent (30%) of thirty percent (30%) 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 percent (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.
(e) Affordability Term: A term of fifty-eight (58) years following the date of recording of this Lease in the Official Records of the County of Alameda. (f) AMI: See definition of Area Median Income.
(g) Applicable Laws: are defined in Section 9.7.
(h) Area Median Income or AMI: means the median income for Alameda County, California, adjusted for actual household size, as determined in accordance with TCAC regulations.
(i) Approved Loans: All loans, including without limitation, the City A&R Predevelopment Loan, the City Development Loan, the County Loan, the AHP Loan, HUD 202 Loan, as listed in Exhibit G, and the Senior Loan as defined in the Affordable Housing Loan Agreement, obtained from time to time by Lessee for the construction and permanent financing of the Improvements in compliance with the Financing Plan attached hereto as Exhibit D, as such Financing Plan may be revised from time to time by written consent of the Parties, and the refinancing of any such loan provided that the new loan does not exceed the greater of (i) the outstanding principal balance of the original loan, and (ii) eighty percent (80%) the value of the Improvements as determined by an appraisal conducted at Lessee’s expense by an MAI appraiser selected by the lender and approved by Lessor. The Financing Plan cannot be amended to remove a reference to an Approved Loan unless that Loan has been repaid in full. (j) Casualty: As defined in Article 11 hereof.
(k) City: The City of Livermore, California.

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3 (l) City Loan: means that certain City A&R Predevelopment loan from City to be assumed by Lessee and that certain City Development Loan to be provided by City to Lessee pursuant to the terms set forth in that certain Affordable Housing Loan Agreement, listed in Exhibit G, between City and Lessee, to assist the Lessee with predevelopment and construction costs of the Project.
(m) Claims: means collectively: claims, demands, investigations, actions, causes of action, suits, judicial or administrative proceedings, damages, losses, liabilities, costs, expenses (including without limitation reasonable attorneys’ fees), damages, penalties, deficiencies, fines, orders, charges, judgments, awards, liens, remedial action requirements, and enforcement actions of any kind.
(n) Construction Plans: means all construction documents upon which Lessee and Lessee’s contractors shall rely in developing the Land and constructing the Project (including landscaping, parking, common and public areas) and shall include, without limitation, final architectural drawings, the site development plan, landscaping, exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications.
(o) County: The County of Alameda, California.
(p) County Loan: means collectively, that certain construction/permanent loan of Measure A1 funds to be provided by County to Lessee in the principal amount of $6,234,012. (q) Commencement Date: The date set forth in the first paragraph of this Lease.
(r) DDLA: As defined in Recital A.
(s) Eligible Household: A household for which gross household income upon initial occupancy does not exceed the maximum income level as specified in Section 9.8 and which includes at least one member who is age 62 or older or other qualifying resident pursuant to California Civil Code Section 51.3.
(t) Environmental Laws: 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 Hazardous Materials 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 Hazardous Materials, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, together with any regulations promulgated thereunder.

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4 (u) Environmental Report: means the Phase 1 Environmental Site Assessment dated June 2021, prepared by Geocon Consultants, listed in Exhibit G. (v) Event of Default: As described in Article 12 of this Lease. (w) Financing Plan: the plan attached hereto as Exhibit D which among other things describes the sources and uses for construction and permanent financing for the Project. (x) Governmental Authorities: Any applicable federal, State or local governmental or quasi-governmental entities, subdivisions, agencies, authorities or instrumentalities having jurisdiction over the Leased Premises, the Improvements, Lessor or Lessee.
(y) Hazardous Materials: Any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Leased Premises, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 5101, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. (“RCRA”). The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), asbestos and asbestos-containing materials, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Leased Premises, to adjacent properties, or to persons on or about the Leased Premises, (ii) which causes the Leased Premises to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Leased Premises requires investigation, reporting or remediation under any such laws or regulations.
(z) Impositions: All taxes, assessments, water and sewer charges, charges for public utilities, excises, levies, license and permit fees and other charges that shall or may be assessed, levied or imposed during the Term by any Governmental Authorities upon the Leased Premises or any part thereof, including the buildings or improvements now or hereafter located thereon, including without limitation, possessory interest taxes. “Impositions” shall not include Item 5.8
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5 any income tax, capital levy, estate, succession, inheritance, or similar taxes of Lessor. Except for a tax, assessment, or charge resulting from Lessee’s use of the Leased Premises pursuant to this Lease, “Impositions” shall not include any franchise tax imposed upon any owner of the fee of the Leased Premises, or any income, profits or revenue tax, assessment or charge imposed upon the rent or other benefit received by Lessor under this Lease by any Governmental Authorities.
(aa) Improvements: The senior affordable rental housing development comprised of seventy nine (79) residential dwelling units to be developed on the Land, all of which, other than one (1) Management Unit, will be restricted for occupancy by Eligible Households at Affordable Rents, including, without limitation the following: community space, parking, tenant related space and related ancillary facilities, together with any and all replacements or substitutions therefor or modifications thereto, in accordance with all approvals and conditions for use by the City for the Leased Premises. The Improvements are also referred to in this Lease as “Phase 1” or the “Project”.
(bb) Indemnitees: Lessor and its elected and appointed officials, officers, directors, employees, agents, contractors, representatives and designated volunteers. (cc) Insurance Requirements: The requirements, whether now or hereafter in force, of any insurer or insurance carrier, any board of fire underwriters or any other company, bureau, organization or entity performing the same or similar functions, applicable to the Leased Premises and/or the Improvements, or any portion thereof, to the extent so applicable. (dd) Investor: The low-income housing tax credit investor that will provide equity to the Project and all permitted successors and assigns. (ee) Land: As defined in Recital A above.
(ff) Lease Year: A calendar year.
(gg) Leased Premises: The Land, together with all and singular rights, easements, licenses, privileges and appurtenances thereunto attaching or in any way belonging thereto.
(hh) Leasehold Mortgage: Any mortgage, deed of trust, security agreement or collateral assignment pursuant to an Approved Loan encumbering Lessee’s Estate as a leasehold mortgage lien.
(ii) Legal Requirements: All laws, statutes, codes, ordinances, orders, rules, regulations and requirements of all Governmental Authorities and the appropriate agencies, officers, departments, boards and commissions thereof, whether now or hereafter in force applicable to Lessor, Lessee, the Leased Premises, the Improvements, or any portion thereof, to the extent so applicable.
(jj) Lender: The holder, mortgagee, grantee or secured party under any Leasehold Mortgage.

Item 5.8
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6 (kk) Lessee’s Estate or Leasehold Estate: During the Term of this Lease, Lessee’s leasehold interest in the Land and Lessee’s fee ownership interest in the Improvements, subject to Lessor’s reversionary interest in the Improvements pursuant to this Lease. (ll) Lessor’s Estate: Lessor’s fee estate in the Land and reversionary interest in the Improvements pursuant to this Lease.
(mm) Loan Agreement: means the Affordable Housing Loan Agreement executed by City and Lessor, executed concurrently herewith, which evidences the City Loan. (nn) Loan Documents: All documents executed by Lessee evidencing or securing an Approved Loan.
(oo) Management Agent: The Person designated from time to time as “Management Agent” of all or any portion of the Improvements under any management agreement entered into from time to time with Lessee. The initial Management Agent will be Satellite Affordable Housing Associates Property Management Corporation.

Item 5.8
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7 (xx) Regulatory Agreement: That certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants to be executed by Lessor and Lessee, as a condition of the Loan Agreement.
(yy) Rent(s): As described in Section 4.1 hereof.
(zz) Rent Restricted: As described in Section 9.8 hereof. (aaa) Restricted Unit(s): As described in Section 9.8 hereof. (bbb) Senior Lender: means First-Citizens Bank & Trust Company. (ccc) Senior Leasehold Mortgage: means that certain Construction Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing executed by Lessee for the benefit of Senior Lender, dated _________as it may be amended from time to time, listed in Exhibit G. The Senior Leasehold Mortgage is the Leasehold Mortgage with a first position lien and security interest on the Leasehold Estate. (ddd) Senior Loan: means that certain construction loan in the amount of $30,223,785.00_ made by Senior Lender to Lessee pursuant to the terms of the Senior Loan Documents.
(eee) Senior Loan Documents: means those certain loan documents evidencing and/or securing the Senior Loan (including, without limitation, the Senior Leasehold Mortgage), listed in Exhibit G, as they may be amended from time to time. (fff) Taking: A taking during the Term hereof of all or any part of the Leased Premises and/or the Improvements, or any interest therein or right accruing thereto, as a result of the exercise of the right of condemnation or eminent domain materially affecting the Leased Premises or any part thereof. A conveyance in lieu of or in anticipation of the exercise of any such right of condemnation or eminent domain shall be considered a Taking. Any such Taking shall be deemed to have occurred upon the earlier to occur of (a) the date on which the property, right or interest so taken must be surrendered to the condemning authority, or (b) the date title vested in a condemning authority or other party pursuant to any Taking. (ggg) Tax Credit Eligible Household: A household that is eligible to rent and occupy a qualified low-income dwelling unit under Section 42 of the Internal Revenue Code and applicable TCAC and State of California Legal Requirements relating to low-income housing tax credits including but not limited to California Revenue and Taxation Code Sections 17057.5, 17058, 23610.4, and 23610.5 and California Health and Safety Code Section 50199, et seq. (hhh) Tax Credit Restrictive Covenant: The agreement with TCAC to be executed by Lessee and properly recorded against the Lessee’s Estate in the land records of the County, setting forth certain terms and conditions under which seventy-nine (79) of the residential units in the Improvements will be operated. (iii) TCAC: means the California Tax Credit Allocation Committee.

Item 5.8
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8 (jjj) Tenant(s): Any tenant, sublessee or licensee of Lessee under any Tenant Lease(s).
(kkk) Tenant Lease(s): Any lease or license agreement entered into by Lessee with residents of the residential units to be developed on the Land. (lll) Term: The period of time described in Section 2.2 hereof. (mmm)Transfer: Any sale, assignment, transfer, conveyance, lease, sublease, encumbrance, mortgage, or hypothecation, in any manner or form or any agreement to do any of the foregoing.

Section 1.2 Exhibits. The Exhibits referred to in this Lease and attached hereto are:

ARTICLE 1.

Section 1.3 Use. Subject to the provisions hereof, Lessee shall use the Leased Premises for the construction and operation of the Project, which includes the construction, development and operation of the Improvements on the Land in accordance with the restrictions and requirements set forth in Article 3 hereof. Further, Lessee agrees:
(a) not to use the Leased Premises or permit the Leased Premises to be used for any disorderly or unlawful purpose, and not to commit or permit to be committed any unlawful conduct on the Leased Premises;
Item 5.8
Revised Exhibit C - Ground Lease
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9 (b) to use reasonable efforts to prevent any Tenant from committing or maintaining any nuisance or unlawful conduct on or about the Leased Premises; (c) to use reasonable efforts to prevent any action by any Tenant that would cause Lessee to violate this Lease;
(d) to take reasonable action, if necessary, to abate any action by any Tenant that violates, or that would cause Lessee to violate this Lease or any law or regulation; and (e) subject to the laws of the State of California and the rights of Tenants, to permit Lessor and its agents to inspect the Leased Premises or any part thereof at any reasonable time during the Term.

Section 1.7 Lessee to Rely on Own Experts. Lessee understands that notwithstanding the delivery by Lessor to Lessee of any documents or disclosures, including, without limitation, Item 5.8
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10 third party reports, Lessee has relied and will rely entirely on Lessee’s own experts and consultants and its own independent investigation in proceeding with the leasing of the Leased Premises.

ARTICLE 2.

Lessee shall provide plans and as-built drawings to City.

The Lessee shall not create or permit or suffer to be created or to remain upon the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or upon the Leased Premises, or any part thereof, and will discharge, any lien (except as permitted in the preceding paragraph and/or Section 2.4 hereof), including, but not limited to, the liens of mechanics, laborers, materialmen, suppliers or vendors for work or materials alleged to be done or furnished in connection with the Leased Premises or the Project, or any part thereof. Except as permitted in the preceding paragraph and/or Section 2.4 hereof, if any claim of lien is filed against the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or a stop notice is served on any other lender or other third party in connection with the Leased Premises or the Improvements, or upon the Leased Premises, or any part thereof, then the Lessee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop Item 5.8
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11 notice, effect the release of such lien or stop notice by delivering to the Lessor a surety bond in sufficient form and amount, or provide the Lessor with other assurance satisfactory to the Lessor that the claim of lien or stop notice will be paid or discharged. If the Lessee fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Lease, then in addition to any other right or remedy, the Lessor may (but shall be under no obligation to) following not less than 10 business days’ written notice to Lessee, discharge such lien, encumbrance, charge, or claim at the Lessee’s expense. Any expense incurred by Lessor pursuant to this Section shall be immediately due and payable by Lessee to Lessor as Additional Rent under this Lease within thirty (30) days of invoice from Lessor. The Lessee shall have the right to contest in good faith and by appropriate legal proceedings the validity or amount of any mechanics’, laborers’, materialmen’s, suppliers’ or vendors’ lien or claimed lien; provided that the Lessee shall utilize all reasonable means (including the posting of adequate security for payment) to protect the Leasehold Estate, the Lessor’s Estate and any other interest of Lessor in the Land or the Leased Premises against foreclosure. In addition to any other indemnities provided in this Lease, Lessee shall indemnify, protect, defend (with counsel of Lessor’s choosing), and hold harmless the Indemnitees from any and all alleged or actual Claims arising by reason of or in connection with a contractor’s lien or work, stop notice, labor, services, or materials supplied or claimed to have been supplied to Lessee or anyone holding the Leased Premises or the Improvements, or any part thereof, through or under Lessee.

Section 2.3 Permits, Licenses and Easements. Lessor shall not unlawfully obstruct or impede Lessee from seeking any and all permits, licenses, easements and other authorizations required by any Governmental Authority with respect to any construction or other work to be performed on the Leased Premises and, Lessor will not unlawfully obstruct or impede Lessee from obtaining as applicable, all permits, licenses, easements and other governmental authorizations that are necessary or helpful for electric, telephone, gas, cable television, water, sewer, drainage, access and such other public or private utilities or facilities as may be reasonably necessary or desirable in connection with the construction or operation of the Improvements. Payment of all fees, costs and expenses associated with any of the foregoing, including, without limitation, utility Item 5.8
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12 connection fees and ongoing service fees, shall be the responsibility of Lessee, and Lessor shall have no responsibility to pay any such fees, costs or expenses.

Section 2.5 Benefits of Improvement During Term. Lessor acknowledges and agrees that any and all depreciation, amortization and tax credits for federal or state tax purposes relating to the Improvements located on the Leased Premises and any and all additions thereto, Item 5.8
Revised Exhibit C - Ground Lease
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13 substitutions therefor, fixtures therein and other property relating thereto shall be deducted or credited exclusively by Lessee during the Term.

ARTICLE 3.

Additional Rent or other sums shall be due and owing to Lessor within thirty (30) days of Lessor’s demand to Lessee.

ARTICLE 4.

TAXES AND OTHER IMPOSITIONS; UTILITIES

Item 5.8
Revised Exhibit C - Ground Lease
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14 Section 4.1 Payment of Impositions. As and when the same shall become due, Lessee will pay all of the Impositions, except that if any Imposition that Lessee is obligated to pay in whole or in part is permitted by law to be paid in installments, Lessee may pay or cause to be paid such Imposition (or its proportionate part thereof) in installments as and when such installments become due. Upon the written request of Lessor, Lessee shall provide to Lessor evidence satisfactory to Lessor of payment of all Impositions. During the first and last years of the Term, all Impositions shall become payable during each calendar, fiscal, tax or Lease Year, as applicable, shall be ratably adjusted on a per diem basis between Lessor and Lessee in accordance with the respective portions of such calendar, fiscal, tax, assessment or Lease Year during the Term. If any special assessments are payable in installments, Lessee shall pay only those installments that are due and payable during the Term.

Section 4.2 Lessor’s Estate.

Section 4.4 Valuation Assessment/Property Tax Exemption.

Section 4.5 Failure to Pay Impositions. If Lessee shall fail to pay any Impositions before the same become delinquent, except if Lessee is in good faith contesting such Impositions pursuant to Section 5.3 hereof, Lessor, at its sole election, may pay such Impositions (but shall not be obligated to pay same), together with any interest and penalties due thereon, and the amount so paid by Lessor shall be repayable to Lessor by Lessee, with an additional interest payment payable to Lessor in an amount of 10% of the total payment (including interest and Item 5.8
Revised Exhibit C - Ground Lease
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15 payments) paid by Lessor for the Imposition, or the maximum amount of interest allowable pursuant to law, whichever is less, within thirty (30) days as Additional Rent hereunder.

There are existing public utilities located at Pacific Avenue. It will be the Lessee’s responsibility to extend services to serve their development.

ARTICLE 5.

(c) Commercial Property Insurance. During the Lease Term, Lessee shall maintain property insurance coverage to cover full replacement value, to include improvements, and shall be written on an all-risk basis. The policy will also include a provision that protects the Item 5.8
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16 location and the Lessor’s interest if the Property is vacant and/or unoccupied for more than thirty (30) days. The policy must also include a business interruption provision to cover loan payments for twelve (12) to twenty-four (24) months if the property is damaged and cannot be sold or occupied.
(d) Builders’ Risk Insurance. Upon commencement of construction and continuing until issuance of a certificate of occupancy, or equivalent for the Improvements, Lessee and all contractors working on behalf of Lessee shall maintain a policy of builder’s all- risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming Lessor as loss payee as its interests may appear. During the course of any alteration, construction or reconstruction, the cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000), Lessee shall require any contractor to provide builders’ risk insurance for the full insurable cost of the work and liability insurance in an amount not less than One Million Dollars ($1,000,000) combined single limit for bodily injury or property damage insuring the interests of Lessor, Lessee and any contractors and subcontractors. (c) Pollution Legal Liability Insurance. During the course of construction, Lessee shall maintain Pollution Legal Liability Insurance with a combined single limit of $1,000,000 for each pollution incident, $2,000,000 aggregate, and with coverage to include legal liability arising from the sudden and accidental release of pollutants, and no less than a three- year extended reporting period. Also, this coverage is to include non-owned disposal coverage.

(c) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A: VII.
(d) If any insurance policy or coverage required hereunder is canceled or reduced, Lessee shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Lessor 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, Lessor may, with notice and at its option, procure such insurance coverage at Lessee’s expense, and Lessee shall promptly reimburse Lessor for such expense upon receipt of billing from Lessor.
(e) The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Coverage provided by Lessee shall Item 5.8
Revised Exhibit C - Ground Lease
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17 be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by Lessor, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the Lessor. Lessee shall furnish the required certificates and endorsements to Lessor prior to the commencement of rehabilitation or construction work on the Project and shall provide Lessor with certified copies of the required insurance policies upon request of Lessor.

Section 6.3 Proceeds of Insurance.

For so long as any Leasehold Mortgage on the Leased Premises is outstanding: All fire and standard risk or extended coverage (casualty) insurance proceeds shall be applied to the payment of the costs of repairing or rebuilding that part of the Leased Premises damaged or destroyed if (i) Lessee agrees in writing within ninety (90) days after payment of the proceeds of insurance that such repair or rebuilding is economically feasible, and (ii) each Lender permits Item 5.8
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18 such repair or rebuilding, provided that the extent of the Lessee’s obligation to restore the Leased Premises shall be limited to the amount of the insurance proceeds.

If the Improvements are not repaired or rebuiltNotwithstanding anything to the contrary contained in this Lease, all such proceeds shall be applied in a manner consistent with the terms of the Leasehold Mortgages.

To the extent any of the above provisions are inconsistent with the provisions of any of the Loan Documents, the Loan Documents shall be controlling.

Section 6.4 Limitation of Liability.

Item 5.8
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19 (c) Modification for Design Professional Services. To the extent this Lease is construed as an agreement for “design professional services” defined in California Civil Code section 2782.8, then Lessee’s duties to defend and indemnify shall only apply to the e xtent provided for in California Civil Code section 2782.8(a), unless Section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

ARTICLE 7

MAINTENANCE, ALTERATIONS, REPAIRS AND REPLACEMENTS

Section 7.2 Landscaping Maintenance.
(a) The provisions of this Section 7.1.1 Care intended to satisfy, with respect to the Leased Premises, Condition No. 66 of the Conditions of Approval approved by the City of Livermore in connection with its approval of Planned Unit Development for File No. PUD-101. (b) Lessee, at no expense to the Lessor and in compliance with all laws and regulations, shall maintain in healthful, attractive and reasonably weed-free manner all the landscaped areas related to the Project as shown in the landscaping plan approved by the City, listed in Exhibit G, and which may be amended or revised from time to time. “Landscaped areas” as used in this Lease shall mean plantings and irrigation systems which have been installed, or are proposed to be installed, pursuant to the City-approved landscaped plan for the Project including those in City right-of-ways. All plantings shall be maintained using generally accepted methods of cultivation to ensure reasonably normal, healthy plant growth. Maintenance shall include replacement of plantings, when necessary, and all ordinary and usual care, including, but not limited to, irrigation, fertilization, pest and disease control, weeding, rotation of plantings and the removal of trimmings, rubbish, debris, and other solid waste. Lessee shall, at no expense to the Lessor, install, maintain, repair, and replace, where necessary, such irrigation systems as are required to provide adequate irrigation in compliance with water conservation practices.
(c) If, in the reasonable judgment of the Public Works Director, Lessee has failed to maintain properly any landscaping as required by this Lease, the Lessor may perform such maintenance, at its sole option, after thirty (30) days’ prior written notice to Lessee of such failure to maintain. In such event, the Lessor’s performance of such maintenance shall be at the Lessee’s sole expense and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance. (d) If any maintenance, repair, or replacement of landscaping needs immediate correction as a result of a public safety or health hazard, as reasonably determined by Item 5.8
Revised Exhibit C - Ground Lease
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20 the City Public Works Director, and such maintenance is not performed, or cannot be performed, by Lessee within twenty-four (24) hours of receipt of such notice thereof, the Lessor may perform or cause to be performed such maintenance at Lessee’s expense, and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance within thirty (30) days of Lessor’s demand.

Livermore City CouncilMarch 24, 2025

Livermore City Council
March 24, 2025