Agenda packet — Livermore City Council, July 14, 2025 (part 3 of 4)

C. Welfare and Institutions Code. The Low Barrier Navigation Center complies with Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code.

D. Database System. The Low Barrier Navigation Center has a system for entering information regarding client stays, client demographics, client income, and exit destination through the local Homeless Management Information System as defined by Section 578.3 of Title 24 of the Code of Federal Regulations.

11.66.030 Application Processing and Timelines
A. Ministerial Zoning Review. A Zoning Clearance shall be required for all Low Barrier Navigation Center applications, subject to ministerial Director approval.

The Director shall only review the project for consistency with the objective Development Standards of the underlying zoning district, together with the eligibility requirements listed in Section 11.66.020 of this Chapter.

B. Completeness Review. Within 30 days of receipt of an application for a Low Barrier Navigation Center development, the City shall notify the applicant whether the developer’s application is complete pursuant to Gov’t Code Section 65943.

C. Decision. Within 60 days of receipt of a completed application for a Low Barrier Navigation Center development, the City shall act upon its review of the application.

11.66.040 Expiration of Governing Regulations
Gov’t Code § 65660 through § 65666 will remain in effect until January 1, 2027. This Chapter will remain in effect until the repeal of § 65660 through § 65666; and upon repeal of that section, this Chapter shall be of no further effect.

11.66.050 CEQA. The project shall not be subject to CEQA review.

11.66.060 Administrative Policies and Regulations. The Director, or their designee, shall have the authority to establish administrative policies and regulations that may be necessary to implement the provisions of this Chapter.

11.66.070 Fees. The City Council may establish by Resolution a non-refundable permit fee to cover the permit review costs incurred within the Chapter. 1869776.1

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Chapter 11.67 Emergency Shelters
Sections:

11.67.010 Purpose and Enabling Authority

11.67.020 Requirements

11.67.030 CEQA

11.67.040 Administrative Policies and Regulations

11.67.050 Fees

11.67.010 Purpose and Enabling Authority
A. The purpose of this Chapter is to provide procedures and standards to encourage and facilitate the establishment of Emergency Shelters.

B. Gov’t Code § 65583 allows for local jurisdictions to identify objective standards within the confines of State law governing the development of Emergency Shelters in their communities.

C. Ambiguities or gaps in this Chapter shall be resolved first by reference to Gov’t Code § 65583. In the event of any conflict between Gov’t Code § 65583 and this Chapter, Gov’t Code § 65583 shall govern.

D. An Emergency Shelter is housing with minimal supportive services for homeless persons that is limited to occupancy of six months or less by a homeless person.

No individual or household may be denied emergency shelter because of an inability to pay. (Gov’t Code § 65582 and HSC § 50801)

11.67.020 Requirements
A. Allowed Zoning Districts. Emergency Shelters are a permitted use in various zoning districts, as identified in Housing Element Table 3-5 and Table 3-6.

B. Ministerial Zoning Review. A Zoning Clearance shall be required for all Emergency Shelter applications, subject to ministerial Director approval. The Director shall only review the project for consistency with the objective Development Standards of the underlying zoning district, together with the Objective Standards listed in Section 11.67.020(C) of this Chapter.

C. Objective Standards. An Emergency Shelter shall meet the following objective standards:

1. Management and Security. On-site management and on-site security shall be provided during all hours when the Emergency Shelter is in operation.

2. Lighting. External lighting shall be provided on all buildings, in common areas, and in parking areas for security purposes, consistent with the City’s Security Ordinance. The lighting shall be stationary, directed downward and shielded so as not to produce off-site glare.

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3. Common Facilities. The development may provide one or more of the following specific common facilities for the exclusive use of the residents and staff:
a. Central cooking and dining room(s).
b. Recreation room.
c. Counseling center.
d. Child day care facilities.
e. Other support services.

4. Enclosed Facilities. Parking and outdoor facilities shall be enclosed, but are not required to be covered, and designed to provide security for residents, visitors, employees and the surrounding area.

5. Parking. The Emergency Shelter shall provide a quantity of parking spaces equal to that required by a residential or commercial use of the underlying zoning district.

6. Operations. The agency or organization operating the Emergency Shelter shall comply with the following requirements:
a. Shall be available to residents for no more than six months, as tracked by onsite management.
b. Staff and services shall be provided to assist residents in obtaining permanent shelter and income.
c. The provider shall have a written management plan including, as applicable, provisions for the following:
i Size and location of exterior and interior onsite waiting and client intake areas.
ii Staff training;
iii Neighborhood outreach;
iv Security;
v Screening of residents to ensure compatibility with
services provided at the facility; and
vi Training, counseling, and treatment programs for
residents.

7. Proximity. No Emergency Shelter shall be located within 300 feet of another Emergency Shelter site.

8. Required Licenses. The facility shall be in, and shall maintain at all times, good standing with City and/or State licenses, such as a business license, if

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required by these agencies for the owner(s), operator(s), and/or staff on the proposed facility.

9. Number of Beds. The Emergency Shelter shall have no more than the following quantity of beds:
a. Individual Dwelling Unit Format: A quantity of beds equal to the unit density of the underlying General Plan designation. b. All Other Formats: A quantity of beds equal to three times the unit density of the underlying General Plan designation.

11.67.030 CEQA. The project shall not be subject to CEQA review.

11.67.040 Administrative Policies and Regulations. The Director, or their designee, shall have the authority to establish administrative policies and regulations that may be necessary to implement the provisions of this Chapter.

11.67.050 Fees. The City Council may establish by Resolution a non-refundable permit fee to cover the permit review costs incurred within the Section. 1871824.1

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Chapter 11.68: Agricultural Employee Housing
Sections:

11.68.010 Purpose and Intent

11.68.020 Permitted Use

11.68.030 Project Requirements

11.68.040 Streamlined Review and Approval

11.68.050 CEQA Review Not Required

11.68.060 Grounds for Project Denial

11.68.010 Purpose and Intent
A. The intent of these provisions is to allow sufficient agricultural employee housing units necessary to support agricultural operations and that are consistent with the applicable provisions of Health and Safety Code (HSC) §§ 17021.6 and 17021.8.

B. Ambiguities or gaps in this Chapter shall be resolved first by reference to Health and Safety Code §§ 17021.6 and 17021.8. In the event of any conflict between Health and Safety Code §§ 17021.6 and 17021.8 and this Chapter, Health and Safety Code §§ 17021.6 and 17021.8 shall govern.

11.68.020 Permitted Use
Agricultural Employee Housing shall be deemed a permitted agricultural land use and shall not require a conditional use permit, zoning variance, or other discretionary zoning clearance that is not required of any other agricultural activity in the same zoning district.

11.68.030 Project Requirements
A. General Plan Designation. The project shall be located on land designated Open Space, Limited Agriculture, Agriculture/Viticulture, or Large Parcel Agriculture in the General Plan.

B. Maximum size. The project shall not have more than one group quarters or 12 family units.

1. Group Quarters shall not contain more than 36 beds.

2. Family units shall not contain more than three beds.

C. Occupancy. Occupancy of the housing is limited to:

1. Agricultural employees who work on the property where the employee housing is located plus their family members; and

2. Agricultural employees who do not work on the property where the employee housing is located, but work within the Municipal City Limits of Livermore.

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D. Maintenance and Operation. The agricultural employee housing will be maintained and operated by a qualified affordable housing organization that has been certified pursuant to HSC § 17030.10. The project applicant shall submit proof of issuance of the qualified affordable housing organization's certification by the California Department of Housing and Community Development. The qualified affordable housing organization shall provide for onsite management of the development.

E. Deed Restriction. An affordability covenant shall be recorded on the property to ensure the affordability of the proposed agricultural employee housing for agricultural employees for not less than 55 years. For purposes of this paragraph, “affordability” means the agricultural housing is made available at an affordable rent, as defined in HSC § 50053, to lower income households, as defined in HSC § 50079.5.

11.68.040 Streamlined Review and Approval
A. Requirements for Streamlining. A project applicant may submit an application for agricultural employee housing that is subject to a streamlined, ministerial approval process. However, if any of the following below applies, streamlined, ministerial review is not applicable and a conditional use permit is required:

1. Wetlands, as defined by the United States Fish and Wildlife Service.

2. Within a very high fire hazard severity zone or within a high or very high fire hazard severity zone as indicated on maps adopted by the Department of Forestry and Fire Protection.

3. A hazardous waste site.

4. Within a delineated earthquake fault zone.

5. Within a flood plain as determined by maps promulgated by the Federal Emergency Management Agency.

6. Within a floodway as determined by maps promulgated by the Federal Emergency Management Agency.

7. Lands identified for conservation in an adopted natural community conservation plan pursuant to the Natural Community Conservation Planning Act, habitat conservation plan, or other adopted natural resource protection plan.

8. Lands under conservation easement. For purposes of this section, “conservation easement” shall not include a contract executed pursuant to the Williamson Act.

9. Lands with groundwater levels within five feet of the soil surface and for which the development would be served by an onsite wastewater disposal system serving more than six family housing units.

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B. Objective Standards. An agricultural employee housing development that is approved pursuant to this section must comply with all of the following objective development standards:

1. Utilities. The development must have adequate water and wastewater facilities and dry utilities to serve the project.

2. Water Supply. The development must be connected to an existing public water supply system that has not been identified as failing or being at risk of failing to provide an adequate supply of safe drinking water.

3. Sewer Connection. If the development proposes to include 10 or more units, the development must connect to an existing municipal sewer system that has adequate capacity to serve the project. Any approved local agency management program for onsite wastewater treatment system requirements shall apply to the development.

4. Location. The property on which the development is located must be either of the following:
a. Within one-half mile of a duly designated collector road rated for Average Daily Trips (ADT) of 6,000 or greater; or
b. Adjacent to a duly-designated collector road rated for ADT of 2,000 or greater.

5. Parking. The development must provide at least two parking spaces per unit or at least two parking spaces per 6 beds, if group quarters.

6. Hazards. If a potential for exposure to significant hazards from surrounding properties or activities is found to exist, the effects of the potential exposure shall be mitigated to a level of insignificance in compliance with state and federal requirements.

C. Completeness. If an application for agricultural employee housing does not meet the requirements specified in this Chapter, the City shall provide the applicant written documentation of which requirement(s) the development does not satisfy and an explanation for the reason(s) the development does not satisfy the requirement(s), as follows:

1. Within 30 days of submission if the development contains 50 or fewer housing units.

2. Within 60 days of submission if the development contains more than 50 housing units.

If the City does not provide the required documentation pursuant to this Section, the development shall be deemed to satisfy the requirements of the Chapter.

D. Approval. Review of the proposed project shall be subject to the objective development standards described in Section B. The Community Development

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Director shall approve a project that is in conformance with the requirements of this chapter as follows:

1. Within 90 days of submission if the development contains 50 or fewer housing units.

2. Within 180 days of submission if the development contains more than 50 housing units.

11.68.050 CEQA Review Not Required
The project shall not be subject to CEQA review.

11.68.060 Grounds for Project Denial
The City may disapprove an eligible agricultural employee housing development if any of the following conditions exist:

1. Adverse Impact. The eligible agricultural employee housing development as proposed would have a specific, adverse impact upon the public health or safety, and there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact without rendering the development unaffordable to lower income households, as defined in HSC §50079.5, or rendering the development financially infeasible.

As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete;
B. State and Federal Law. The project would be in violation of any applicable state or federal law; or

1. Existing Laws. The project would change any obligations to comply with any other existing laws.
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Chapter 11.69: Streamlined Review of Eligible
Subdivisions
Sections:

11.69.010 Purpose and Enabling Authority

11.69.020 Projects Eligible for Streamlined Review

11.69.030 Projects Not Eligible for Streamlined Review

11.69.040 Development Criteria for Subdivisions

11.69.050 Development Criteria for New Units

11.69.060 Project Review and Timeline

11.69.070 Issuance of Building Permits

11.69.010 Purpose and Enabling Authority
A. The purpose of this Chapter is to summarize the requirements of Government Code Sections 65852.28, 65913.4.5, and 66499.41, which govern the ministerial and streamlined approval of housing development projects with ten or fewer residential units, and parcel maps, tentative maps, and final maps for housing development projects with ten or fewer parcels, in residential zoning districts, and to supplement these requirements with guidelines and procedures for processing applications under these laws.

Government Code Sections 65852.28, 65913.4.5, and 66499.41 were added to the Government Code by SB 684 (2023).

B. Ambiguities or gaps in this chapter shall be resolved first by reference to Government Code Sections 65852.28, 65913.4.5, and 66499.41. In the event of any conflict between Government Code Sections 65852.28, 65913.4.5, and 66499.41 and this Chapter, Government Code Sections 65852.28, 65913.4.5, and 66499.41 shall control.

11.69.020 Projects Eligible for Streamlined Review
A parcel map or a tentative and final map for a housing development project that meets all of the following requirements shall be considered without discretionary review or a hearing:

A. Ten Parcel/Unit Maximum. The proposed subdivision will result in ten or fewer parcels and the housing development project on the lot proposed to be subdivided will contain ten or fewer Primary Dwelling Units.

B. Zoning. The lot is a legal parcel that is either zoned to allow multifamily residential development or vacant pursuant to Government Code Section 66499.41(a)(2)(A)(ii) and zoned for single-family residential development.

C. No Previous Subdivision. The lot was not established pursuant to this Chapter or Chapter 11.50 (Two Unit Residential Development and Urban Lots Splits) of this Development Code.

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D. Urban Context. The lot is:

1. No larger than five acres, if developed and located within a multifamily zoning district, and is substantially surrounded by qualified urban uses; or

2. No larger than one-and-a-half acres, if vacant and located within a singlefamily zoning district, and is substantially surrounded by qualified urban uses.

3. For purposes of this subsection, the following definitions apply:
a. “Qualified urban use”: Any residential, commercial, public institutional, transit or transportation passenger facility, or retail use, or any combination of those uses. (Public Resources Code § 21072) b. “Substantially surrounded”: Whereby at least 75 percent of the perimeter of the project site adjoins, or is separated only by an improved public right-of-way from, parcels that are developed with qualified urban uses. The remainder of the perimeter of the site adjoins, or is separated only by an improved public right-of-way from, parcels that have been designated for qualified urban uses in a zoning, community plan, or general plan for which an environmental impact report was certified. (Public Resources Code § 21159.25)

11.69.030 Projects Not Eligible for Streamlined Review
A parcel map or a tentative and final map for a housing development project shall not be considered for streamlined review under this Chapter if any of the following conditions exist:

A. Demolition of Housing. The development of a housing project on the lot proposed to be subdivided will require the demolition or alteration of any of the following types of housing:

1. Affordable Housing. Housing that is subject to a recorded covenant, ordinance, or law that restricts rent to levels affordable to persons and families of low, very low, or extremely low income.

2. Rent Controlled Housing. Housing that is subject to any form of rent or price control through the City’s valid exercise of its police power.

3. Tenant Occupied Housing. Housing occupied by tenants within the five years preceding the date of the application, including housing that has been demolished or that tenants have vacated prior to the submission of the application for a development permit.

4. Withdrawn Accommodations Properties. Housing on a parcel in which an owner of residential real property has exercised the owner’s rights under Chapter 12.75 (commencing with Section 7060) of Division 7 of Title 1 of the Government Code to withdraw accommodations from rent or lease within 15 years before the date that the development

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proponent submits an application for a parcel map or a tentative and final map pursuant to this Chapter.

B. Protected Property. The lot proposed to be subdivided is located on a site that is any of the following:

1. Significant Farmland. Either prime farmland or farmland of statewide importance.

2. Wetlands. Wetlands, as defined in the United States Fish and Wildlife Service Manual, Part 660 FW 2 (June 21, 1993).

3. Fire Hazard Zone. Within a very high fire hazard severity zone, as determined by the Department of Forestry and Fire Protection pursuant to Section 51178 of the Government Code, or within a high or very high fire hazard severity zone as indicated on maps adopted by the Department of Forestry and Fire Protection pursuant to Section 4202 of the Public Resources Code.

4. Hazardous Waste Site. A hazardous waste site that is listed pursuant to Section 65962.5 of the Government Code or a hazardous waste site designated by the Department of Toxic Substances Control pursuant to former Section 25356 of the Health and Safety Code, unless either of the following apply:
a. The site is an underground storage tank site that received a uniform closure letter.
b. The State Department of Public Health, State Water Resources Control Board, Department of Toxic Substances Control, or a local agency making a determination pursuant to subdivision (c) of Section 25296.10 of the Health and Safety Code, has otherwise determined that the site is suitable for residential use or residential mixed uses.

5. Earthquake Fault Zone. Within a delineated earthquake fault zone as determined by the State Geologist in any official maps published by the State Geologist, unless the development complies with applicable seismic protection building code standards.

6. Flood Zones. Within a special flood hazard area subject to inundation by the 1-percent annual chance flood (100-year flood) as determined by the Federal Emergency Management Agency in any official maps published by the Federal Emergency Management Agency. However, a development may be located on a site described in this subparagraph if either of the following are met:
a. The site has been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction.

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b. The site meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program.

7. Floodway. Within a regulatory floodway as determined by the Federal Emergency Management Agency, except as provided in Government Code Section 66499.41(a)(9)(G).

8. Conserved Lands. Land identified for conservation in an adopted natural community conservation plan or natural resource protection plan.

9. Sensitive Habitat. Habitat for protected species identified as candidate, sensitive, or species of special status by state or federal agencies, fully protected species, or species protected by the federal Endangered Species Act of 1973, the California Endangered Species Act, or the Native Plant Protection Act.

10. Conservation Easement. Land under conservation easement(s) held by a public agency, land trust, or private party.

11.69.040 Development Criteria for Subdivisions
Eligible parcel maps or tentative and final maps for housing development projects, as described in Section 11.69.020 of this Chapter, shall meet the following standards:

A. Parcel Attributes. All newly-created parcels shall:

1. Be of at least 600 square feet if located in multifamily zones and of at least 1,200 square feet if located in single family zones.
a. A housing development project on a parcel proposed to be subdivided pursuant to this Chapter is not required to meet the minimum development standards of the underlying zoning district regarding parcel size, width, depth, frontage, or dimensions, except for the minimum lot size identified above.

2. The housing units on the lot proposed to be subdivided pursuant to this Chapter must be one of the following:
a. Constructed on fee-simple ownership lots.
b. Part of a common-interest development.
c. Part of a housing cooperative, as defined in Section 817 of the Civil Code.
d. Constructed on land owned by a community land trust. For the purpose of this subparagraph, “community land trust” means a nonprofit corporation organized pursuant to Section 501(c)(3) of the Internal Revenue Code and satisfies the requirements of Government Code Section 66499.41(a)(4)(D).

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e. Part of a tenancy in common, as described in Section 685 of the Civil Code.

B. Public Utilities. Newly-created lots shall be served by a public water system and a municipal sewer system.

C. Urban Lot Split Prohibited. An Urban Lot Split in accordance with Chapter 11.50 (Two Unit Residential Development and Urban Lots Splits) of this Development Code is not allowed on new lots created under this Chapter.

D. Compliance with Subdivision Ordinance Required. The proposed subdivision shall conform to all objective subdivision standards identified in Part 10 of this Development Code (Subdivisions) and applicable objective requirements of the Subdivision Map Act (Division 2 (commencing with Section 66410) of the Government Code), except as otherwise expressly provided in this Chapter.

E. Homeowners Association. The formation of a homeowners’ association, except as required by the Davis-Stirling Common Interest Development Act (Part 5 (commencing with Section 4000) of Division 4 of the Civil Code) is not required. However, a mechanism for the maintenance of common space within the subdivision, including, but not limited to, a road maintenance agreement, may be required.

11.69.050 Development Criteria for New Units
A. Unit Size. The average total area of floorspace for the housing units on the parcels created pursuant to this Chapter shall not exceed 1,750 net habitable square feet per lot.

B. ADU/JADUs Prohibited. Neither an ADU nor a JADU, as defined in Chapter 11.30 of this Development Code, are allowed on new lots created under this Chapter.

C. Compliance with Zoning and Design Standards Required. Units on newly-created lots shall be consistent with all applicable objective zoning standards and design standards, unless a standard is inconsistent with a requirement identified in this Chapter or Government Code Section 65852.28(a)(2).

D. Residential Density and Affordability. The proposed development shall meet one of the following requirements:

1. Housing Element Sites.
a. Density. If the parcel is identified in the General Plan Housing Element for the current planning period that is in substantial compliance with Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of the Government Code, the development will result in at least as many units as projected for that parcel in the Housing Element.

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b. Affordability. If the parcel is identified to accommodate any portion of the City’s share of the regional housing need for low- or very low income households, the development shall result in at least as many low- or very low income units as projected in the Housing Element.

These units shall be subject to a recorded affordability restriction of at least 55 years. Newly-created units shall also comply with Chapter

11.70 (Affordable Housing) of this Development Code, as applicable and to the extent Chapter 11.70 does not conflict with this Chapter or Government Code Section 66499.41.

2. Other Sites.
a. Density. If the parcel is not identified in the City’s Housing Element for the current planning period that is in substantial compliance with Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of the Government Code, the development shall result in at least as many units equal to two-thirds the maximum allowable residential density of the underlying General Plan designation, or 20 units per acre, whichever is greater.
b. Affordability. The project on the proposed lot to be subdivided complies with all local inclusionary housing ordinances adopted by the City, including, without limitation, Chapter 11.70 of this Development Code.

E. Development Standards. A housing development project on a lot that is subdivided pursuant to this Chapter shall meet the following requirements:

1. Minimum Setback. There is no required minimum setback between units, except when minimum setbacks are required in the California Building Code.

2. Minimum Side and Rear Setback. A minimum setback of four feet from the side and rear lot lines is required, except when otherwise provided by Government Code Section 65852.21(b)(2)(B).

3. Parking. Parking may be uncovered. A minimum of one off-street parking space per unit is required, except in either of the following circumstances:
i The parcel is located within one-half mile walking distance of either a high-quality transit corridor, as defined in subdivision (b) of Section 21155 of the Public Resources Code, or a major transit stop, as defined in Section 21064.3 of the Public Resources Code. ii When a documented car-share vehicle is located within one block of the parcel.

4. Exceptions. No development standard shall preclude the development of a housing development project under this Chapter at the following:

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a. Density. Minimum of 20 units/acre.
b. Floor Area Ratio.
i 1.0 or greater for a housing project consisting of three to seven units.
ii 1.25 or greater for a housing project consisting of eight to ten units.

11.69.060 Project Review and Timeline
A. Project Review. The City shall approve or deny an application for a parcel map, tentative map, or for a housing development project submitted to the City pursuant to this Chapter within 60 days from the date the City receives a completed application. If the project is not approved or denied within that timeframe, the application shall be deemed approved.

B. Corrections and Denial.

1. Correction Letter. If the application cannot be approved, the City shall, within 60 days from the date it receives the completed application, return in writing a full set of comments to the applicant with a list of items that are defective or deficient and a description of how the applicant can remedy the application.

2. Basis for Denial. The City may deny the issuance of a parcel map, a tentative map, a final map, or a housing development project that meets the requirements of this chapter if it makes a written finding, based upon a preponderance of the evidence, that the proposed housing development project would have a specific, adverse impact, as defined by Government Code Section 65589.5(d)(2), upon public health and safety and for which there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact.

C. Mapping Procedure. If the development proponent of a housing development project pursuant to this Chapter proposes a Parcel Map, Tentative Map, Final Map, or Condominium Map, the project shall follow all submittal and review authority procedures described in Part 10 of the Development Code, except as otherwise expressly provided in this Chapter or in Government Code Section 66499.41. However, the Final Map or Condominium Map may be approved prior to, or concurrent with, Certificate of Occupancy of the proposed buildings, as required by a project Condition of Approval.

D. Site Plan Design Review. If the project proposal includes residential development, the Project shall follow all submittal and review authority procedures described in Part 9 of the Development Code, except when Part 9 conflicts with the requirements of this Chapter.

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11.69.070 Issuance of Building Permits
A. Permit Issuance. The City shall issue a building permit for one or more residential units that are part of a housing development project under this Chapter if the applicant for the permit has met all of the following requirements:

1. The applicant has received a tentative map approval or parcel map approval for the subdivision;

2. The applicant has submitted a building permit application that the City deemed complete pursuant to Government Code Section 65913.3(b);

3. The building permit application is consistent with the California Building Standards Code in place at time the application was submitted, as determined by the Building Official; and

4. The project is consistent with the approved entitlement(s) and all conditions of approval, as determined by the Director.

B. Permit Conditions. The requirements of Gov’t Code § 65913.4.5(a) regarding conditions of the permit, conditions of the tentative or parcel map ,and performance bonds apply to building permit applications for units approved under this chapter.

C. Permit Denial. The requirements of Gov’t Code § 65913.4.5(a) regarding terms of permit denial apply to building permit applications for units approved under this chapter.
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Chapter 11.70: Affordable Housing
Sections:

11.70.010 Purpose and Enabling Authority

11.70.020 Residential Affordable Requirement

11.70.030 Percentage of Affordable Units

11.70.040 Alternative Means of Compliance

11.70.050 Performance Measures

11.70.060 Implementation

11.70.070 Commercial and Industrial

11.70.080 Enforcement

11.70.010 Purpose and Enabling Authority
A. The purpose of this Chapter is to help the City, region, and State meet the goal of providing housing affordable across a range of income categories. This Chapter requires new development to contribute to the City’s affordable housing stock through the provision of housing units, land dedication, and/or fees.

B. California Gov’t Code § 65850(g) allows for local jurisdictions to require, as a condition of the development of residential rental units, that the development include a certain percentage of residential rental units affordable to, and occupied by lower income households, within the confines of State law governing residential development in their communities.

11.70.20 Residential Affordable Requirement
A. Affordable Option. As a condition of approval for each tentative or vesting tentative map or land use entitlement having residential parcels or units, the developer is required to either:

1. Allocate a percentage of total project units as Affordable units, as described in Section 11.70.030; or

2. Satisfy this requirement by an Alternative Means of Compliance, as described in Section 11.70.040.

B. Exceptions.

1. Residential projects that provide 10 or less for-sale units shall be allowed to satisfy the requirements of this Chapter through an In-Lieu Fee.

2. Residential projects that provide 10 or less rental units shall be wholly exempt from the requirements of this Chapter.

11.70.030 Percentage of Affordable Units
When the developer intends to provide the required affordable housing units within the proposed development project, the developer shall construct the types and quantities as described below:

A. General Plan Areas.

1. For-Sale Units. The developer shall reserve 15 percent or more of the total forsale units as affordable units to be sold to low- and moderate-income households at

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a price that does not exceed the maximum affordable purchase price for a unit for those households. The maximum purchase price for low- and moderate-income households shall be as adopted annually by City Council resolution. a. At least seven and one-half percent of the reserved units shall be set aside for low-income households, with the balance set aside for moderate-income households.
b. Whenever the inclusionary requirement results in an odd number of units, the majority of units shall be provided as low-income. Whenever the number of units result in a fraction of a unit greater than 0.5, the requirement shall be rounded up to the nearest whole unit. Whenever the number of units results in a fraction of a unit less than or equal to 0.5, the requirement shall be rounded down to the nearest whole unit.
c. The for-sale units shall be encumbered in a manner acceptable to the City, so that if a buyer resells the reserved unit within the restricted time period for a price in excess of the inflation-adjusted purchase price, then the excess profit will be returned to the City for use in affordable housing programs.

2. Rental Units. The developer shall reserve 15 percent or more of the total rental units as affordable units to be rented to very-low- and low-income households at a cost that does not exceed maximum monthly rental rates for those households. The maximum monthly rental rates for very-low- and low-income households shall be adopted annually by City Council resolution.
a. At least seven and one-half percent of the reserved units shall be set aside for very-low-income households, with the balance set aside for low-income households.
b. Whenever the inclusionary requirement results in an odd number of units, the majority of units shall be provided as very-low-income. Whenever the number of units result in a fraction of a unit greater than 0.5, the requirement shall be rounded up to the nearest whole unit. Whenever the number of units results in a fraction of a unit less than or equal to 0.5, the requirement shall be rounded down to the nearest whole unit.
c. The rental units shall be marketed and made available through an application process directed by the City, and the development shall be managed by an experienced management company approved by the City.

B. Downtown Specific Plan Area.

1. For-Sale Units. The developer shall reserve 10 percent or more of the total for-sale units to be sold to low-income households at a price that does not exceed the maximum affordable purchase price for the units.
a. Whenever the number of units results in a fraction of a unit less than or equal to

0.5, the requirement shall be rounded down to the nearest whole unit.

2. Rental Units. The developer shall reserve 10 percent or more of the rental units to be rented to low-income households at a cost not to exceed the maximum monthly rental rates for those households.
a. Whenever the number of units results in a fraction of a unit less than or equal to

EXHIBIT B
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0.5, the requirement shall be rounded down to the nearest whole unit.

C. Isabel Neighborhood Specific Plan Area.

1. For-Sale Units. The developer shall reserve 15 percent or more of the total forsale units as affordable units to be sold to low- and moderate-income households at a price that does not exceed the maximum affordable purchase price for a unit for those households. The maximum purchase price for low- and moderate-income households shall be as adopted annually by City Council resolution. a. At least seven and one-half percent of the reserved units shall be set aside for low-income households, and at least seven and one-half percent for moderateincome households. b. Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as low-income units. Whenever the number of units result in a fraction of a unit greater than 0.5, the requirement shall be rounded up to the nearest whole unit.

2. Rental Units. The developer shall reserve 20 percent or more of the total rental units as affordable units to be rented to very-low-income, low-income, medianincome, and moderate-income households at a cost that does not exceed maximum monthly rental rates for those households. The maximum monthly rental rates for very-low-income, low-income, median-income, and moderate-income households shall be adopted annually by City Council resolution.
a. At least six percent of the reserved units shall be set aside for very-low-income households, at least seven percent shall be set aside for low-income households, and at least four percent shall be set aside for median-income households, with the balance set aside for moderate-income households.
b. Whenever the inclusionary requirement results in a fraction of units, the units shall be combined and provided as very-low-income units. Whenever the number of units result in a fraction of a unit greater than 0.5, the requirement shall be rounded up to the nearest whole unit.

11.70.040 Alternative Means of Compliance
A. Prerequisites

1. Economic Equivalence. Each alternative must be economically equivalent to the affordable housing requirement and may satisfy part or all of the affordable housing requirement.

2. City Council Approval. Alternatives to constructing affordable units on site specified in subsections B.1 through B.3 of this section require prior City Council approval.

3. Concurrent Submittal. An Alternative Means of Compliance request shall be presented concurrently to the City Council as part of a residential tentative subdivision map or land use entitlement application that is submitted to the City.

4. Report Required. The request shall be accompanied by a report demonstrating economic equivalence and either: 1) why it is not feasible for the applicant to construct affordable units within the development project; or 2) that the proposed alternative exceeds the City’s affordable requirement.. The report shall include

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independent data, including financial information.

B. Alternatives. The following alternatives may satisfy the requirements of this Chapter:

1. In-Lieu Fee.
a. A developer may satisfy the affordable housing requirement by paying an in-lieu fee for each market-priced unit.
b. The method of calculating the in-lieu fee is specified in LMC 3.26.050. c. Whenever the number of affordable units required to be constructed includes a fraction of a unit, the payment of a proportional in-lieu fee shall satisfy that partial unit requirement.
d. The applicable fee rate shall be determined at the time of building permit application unless otherwise agreed to in the project’s low-income housing agreement.

2. Dedication of Land.
a. A developer may satisfy the affordable housing requirement by dedicating to the City a parcel of land suitable for development of housing units equal to or exceeding the number of affordable units required to be provided in compliance with this section.
b. The General Plan designation and zoning designation on the land proposed for dedication shall be consistent with the intended use of the property for affordable housing at the appropriate density, and there shall be direct access to improved streets and utilities.

3. Alternative Affordable Plan.
a. A developer may satisfy the requirements of this Chapter through an alternative affordable plan.
b. The alternative affordable plan shall meet the following requirements:
i May only be considered as part of a Development Agreement between a developer and the City of Livermore;
ii The Development Agreement may only allow for the following deviations from this Chapter:
(a) Timing of affordable unit construction.
(b) Quantity of affordable units.
(c) Affordability Level of affordable units.
(d) Comparability of affordable units.
(e) Location of affordable units.
(f) Bonding Structure and timing.
(g) Deed Restriction Term for Rental Units.
iii Shall not conflict with affirmatively furthering fair housing and state housing requirements.

11.70.050 Performance Measures

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All affordable units required as part of this Chapter shall meet the following performance measures. Each performance measure is applied to affirmatively further fair housing, in compliance with state housing law.

A. Timing of Construction. The developer shall construct the affordable units concurrently with all other units.

B. Comparability of Units. Affordable and market-rate units in the same development project shall not be distinguishable from one another and shall have the same features and characteristics, as follows:

1. Unit type (e.g. townhouse, flat, loft, duplex, etc.)

2. Size, as determined by habitable square footage.

3. Bedroom count.

4. Bathroom count.

5. Interior finishes and fixtures.

6. Access to common areas and amenities such as a community pool, gym, and open space.

7. Floor and wall treatments.

8. Exterior appearance.

9. Size, amount, and location of parking.

10. Laundry facility location, size, and type.

11. Kitchen facility features, including quality of cabinetry and countertops.

12. Open space quantity and type (e.g. common vs. private).

C. Minimum Unit Size. Notwithstanding the requirements for comparability of units, the affordable units shall meet or exceed the gross floor areas specified in the following table:

Table 11.70-1 Minimum Gross Floor Areas
Number of Bedrooms Units Reserved for
Rent
Units Reserved for
Sale
Studio unit 450 square feet 600 square feet
One bedroom unit 500 square feet 750 square feet
Two bedroom unit 750 square feet 900 square feet
Three bedroom unit 1,000 square feet 1,000 square feet
Four bedroom unit 1,200 square feet 1,250 square feet
D. Location and Integration.

1. Distribution. The developer shall construct affordable units in locations uniformly dispersed throughout the project site.

2. Concentration. Each building within a multi-building project shall contain a representative proportion of the total required affordable units.

3. Arrangement. All affordable units shall be arranged on the project site in a similar manner as all market-rate units, including proximity to amenities, vistas, and open

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space.

4. Grouping. Within a building, all affordable units shall not be grouped together, and shall be located in a manner similar to all market-rate units.

E. Tenant Services Requirement. Rental projects in excess of 50 units shall include resident services space and provisions for on-site resident services (i.e., childcare, senior services, or mobility services) sufficient to meet the needs of the population housed as determined by the Director.

11.70.060 Implementation
A. Plans. The affordable unit locations, quantities, and affordability levels required by this Chapter shall be identified on a tentative map, site plan, affordable plan, and/or other affordable exhibit approved by the Director.

B. Security. The developer shall provide security to satisfy the affordable housing requirement before approval of a final map, improvement plan, Master Plan, or Building Permit as determined by the Director. The security shall be one or a combination of the following:

1. A performance bond to cover the construction costs for all required affordable units and related improvements and amenities;

2. Other appropriate security approved in writing by the Director.

C. Low Income Housing Agreement. The project applicant shall enter into a Low Income Housing Agreement in a form provided by the City, to be recorded against the property before issuance of building permits or recordation of a final map, as determined by the Director. The agreement shall include the following:

1. Fifty-Five-Year Restriction. The affordable units required as part of this Chapter shall be deed restricted as affordable for a minimum of 55 years, unless otherwise authorized by an Alternative Affordable Plan, as described in Section 11.70.040(B)(3).

2. Site Plan. The Low Income Housing Agreement shall include an approved tentative map, site plan, or affordable plan showing locations, quantities, and affordability levels of all required affordable units.

3. Administrative Cost Recovery. The Low Income Housing Agreement for for-sale residential projects shall include provisions that allow the City to charge the developer for administrative costs associated with selling the affordable housing units.

4. Monitoring. The Low Income Housing Agreement shall include provisions that allow the City to regularly inspect and monitor project compliance after construction is completed. Monitoring costs incurred by the City shall be borne by the developer.

5. Legal Documents. The Low Income Housing Agreement shall reference all required legal documents, including but not limited to Promissory Note, Deed of Trust, Regulatory Agreement and any other document, as determined by the Director.

D. For Sale Prices. The maximum purchase price for all for-sale Affordable units shall be adopted annually by City Council resolution.

E. For Sale Deed Restriction. For-sale units shall be encumbered in a manner acceptable to the City, so that if a buyer resells the reserved unit within the restricted time period for a

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price in excess of the inflation-adjusted purchase price, then the excess profit will be returned to the City for use in affordable housing programs.

F. For Rent Prices. The maximum monthly rental rates for low-income households shall be adopted annually by City Council resolution.

G. For Rent Marketing and Management. The rental units shall be marketed and made available through an application process directed by the City, and the development shall be managed by an experienced management company acceptable to the City.

H. Additional Fees. Affordable units shall not be charged additional costs or fees that are not charged to market-priced units.

I. Unit Eligibility. Employees or family members of the developer or developer’s property management agent may not be eligible to apply for the affordable units.

11.70.070 Commercial and Industrial Development
The developer is required to pay the affordable housing fee established in compliance with Chapter 3.26 LMC.

11.70.080 Enforcement
Enforcement provisions regarding this section are specified in Chapter 9.20 (Enforcement). 1719865.2
1871822.1

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Chapter 11.80: Residential Development on NonResidential Properties Sections:

11.80.010 Purpose and Enabling Authority

11.80.020 Eligibility Criteria

11.80.030 Processing Requirements

11.80.040 Expiration of Governing Regulations.

11.80.010 Purpose and Enabling Authority
A. The purpose of this Chapter is to summarize the requirements of Gov’t Code § 65852.24 governing residential and mixed-use development projects on nonresidential properties, and to supplement these requirements with guidelines and procedures for processing applications under this law. Gov’t Code § 65852.24 was added to the Government Code by SB 6 (2022).

B. Ambiguities or gaps in this Chapter shall be resolved first by reference to Gov’t Code § 65852.24. In the event of any conflict between Gov’t Code § 65852.24 and this Chapter, Gov’t Code § 65852.24 shall govern.

11.80.020 Eligibility Criteria
A. Project Criteria. A residential project shall be deemed an allowable use on a parcel that is within a zone where office, retail, or parking are a principally permitted use if it complies with all of the following:

1. Ground Floor Commercial. At least one half (50%) of the ground floor square footage of each proposed building is designated for commercial or office use.

2. Site Requirements. Located on a site that meets all of the following standards:
a. Parcel Size. 20 acres or less, unless the site is a regional mall, as defined in Gov’t Code § 65912.101(r), in which case the site is not greater than 100 acres;
b. Use. A legal parcel where office, retail, or parking are a principally permitted use; and
c. Proximity to Industrial. Not a site or adjoined to a site in which 1/3 of the uses or more are dedicated to industrial use, meaning that the current use is industrial, has been most recently permitted as industrial, or has been identified as a industrial site by the General Plan before January 1, 2022. For purposes of this subdivision, parcels only separated by a street or highway shall be considered to be adjoined.

EXHIBIT B
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3. Density. At least 30 units/acre.

B. Site and Development Criteria. A residential or mixed-use project on a non-residential property developed under this Chapter shall conform to the following requirements:

1. Rental Term. All units created under this chapter are required to be rented for terms of longer than 30 days.

2. Development Standards. Subject to the standards and requirements applicable to the processing and permitting of a housing development in a zone that allows at least 30 units/acre

3. Design Standards. Consistent with the Mixed-Use and Multifamily Objective Design Standards.

4. Process Standards. Consistent with all applicable process requirements in Chapter 9.

5. Sustainable Community Strategy. Consistent with the City’s Climate Action Plan and Active Transportation Plan.

6. Labor. Compliant with the labor standards and skilled and trained workforce requirements identified in Gov’t Code § 65852.24(b)(8)(A) and (B), including, but not limited to, meeting certain requirements for construction worker employment and prevailing wages, among others.

11.80.030 Processing Requirements
A. Tenant Notice and Relocation Assistance. Applicant shall provide written notice of the pending application to each commercial tenant on the parcel when the application is submitted and shall provide relocation assistance to each eligible commercial tenant located on the site in accordance with Gov’t Code § 65852.24(c).

B. State Code Consistency. The California Environmental Quality Act (CEQA), provisions of the Housing Accountability Act (Gov’t Code § 65589.5), Density Bonus law (Chapter 11.40), obligations to affirmatively further fair housing, affordable housing laws (Chapter 11.70), the City’s building demolition requirements, and tenant protection laws continue to apply to projects proposed under this chapter.

C. Streamlining Ineligibility. A project subject to this chapter shall not be eligible for streamlining pursuant to Chapter 11.61 (Streamlined Review in Residential Zoning Districts) or Gov’t Code § 65913.4 if it meets either of the following conditions:

1. The site had previously been developed pursuant to Chapter 11.61 or Gov’t Code § 65913.4 with a project of 10 units or fewer; or

2. The developer of the project, or any person acting in concert with the developer, has previously proposed a project pursuant to pursuant to

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608
Chapters 11.61 or Gov’t Code § 65913.4 of 10 units or fewer on the same or an adjacent site

11.80.040 Expiration of Governing Regulations.

Gov’t Code § 65852.24 will remain in effect until January 1, 2033, and as of that date is repealed. This Chapter will remain in effect until the repeal of § 65852.24; upon repeal of those sections this Chapter shall be of no further effect.
1871827.1

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Chapter 11.90: Mobile Homes and Mobile Home Parks
Sections:

11.090.010 Purpose, Enabling Authority, and Conformance

11.090.020 Mobile Homes Outside of Mobile Home Parks

11.090.030 Mobile Home Parks

11.090.010 Purpose, Enabling Authority, and Conformance A. The purpose of this Chapter is to summarize the requirements of Health and Safety Code §§ 18300 through 18307 governing Mobile Homes and Mobile Home Parks, and to supplement these requirements with guidelines and procedures for processing applications under this law.

B. Ambiguities or gaps in this Chapter shall be resolved first by reference to Health and Safety Code §§ 18300 through 18307. In the event of any conflict between Health and Safety Code and this Chapter, Health and Safety Code §§ 18300 through 18307 shall govern.

C. Mobile homes, mobile home parks, trailer parks,travel trailer parks, and recreation trailer parks,where permitted, shall conform to Title 25 of the California Code of Regulations and the additional provisions of this Chapter.

11.090.020 Mobile Homes Outside of Mobile Home Parks
A. Design Standards. A Mobile Home located outside of a mobile home park shall comply with the same architectural standards required for single-familydwellingsin theCityofLivermoreDesign Standards and Guidelines.

B. Development Standards. A Mobile Home located outside of a mobile home park shall comply with the development standards of the zoning district in which the Mobile Home is located.

11.090.030 Mobile Home Parks
The following requirements apply toareas zoned for mobile home parks.

A. Location Where Permitted. Mobile Home Parks may be located in any Residential Zoning District.

B. Maximum Density. Maximum density for mobile home parks shall not exceed the density permitted by the applicable zoning district where the mobile home park is located.

C. Development Standards. The following standards apply to mobile home parks, no other Development or Design Standards shall be used during the course of Mobile Home Park review:
a. Parking requirements. The overall parking ratio shall be two parking spaces for each mobile home lot. At least one parking space shall be

EXHIBIT B
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provided on, or immediately adjoining to, each mobile home lot, in compliance with Chapter 4.04 (Parking Standards). Guest parking shall be provided in a location near the vehicular entrance to the park. b. Pedestrian access. There shall be provided a system of landscaped pathways to be used exclusively by pedestrians. Pathways shall serve all mobile home lots and all buildings used in common. In the event such pathways are provided adjacent to driveways,the pedestrian pathway shall be at a grade height at least four inches higher than the adjacent driveway. c. Perimeter Walls. The following screening shall be allowed around the entire perimeter of the mobile home park.
i. A solid masonry wall not less than six feet high shall be placed across the street frontage (but not within the street frontage yard).

1. Screening landscaping shall be planted in the street frontage yard, located in front of the masonry wall but behind a curb (or other protective device), to soften the view of the wall;

2. Screening landscaping shall include fast-growing, wide-spreading trees planted and irrigated at an average spacing of 40 feet on center, clustered at appropriate locations to intensify the screening effect;

3. Pedestrian and vehicular access shall be provided along at least one property frontage; and

4. All masonry walls and landscaping shall comply with Livermore Development Code Figure 4.13 pertaining to vehicle site lines. d. Signage. A Mobile Home Park shall be allowed one Monument Sign with the following criteria:
i. Placement: Shall be located within the street frontage setback area and set back at least five feet from all property lines. ii. Height: Four feet maximum, including supporting structure. iii. Size: 16 square feet maximum.
iv. Design: Shall be externally up or down lit, shall not be internally illuminated, shall have extruded letters with reveals of at least two inches, and shall include a stone or concrete base.
e. Utilities. All utilities, except those owned, operated, and maintained by a public utility, shall be installed underground.
f. Use. Mobile Home Parks shall be used for residential purposes only. g. Common Structures. Common structures such as offices, gyms, recreation centers, etc. for the communal use of all Mobile Home Park residents shall comply with all objective Development and Design

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standards of the underlying zoning district.
h. Accessory Structures. Accessory Structures used for personal or individual use of one Mobile Home Park resident shall comply with all Accessory Structure standards listed in Livermore Development Code Section 4.02.030.

D. Review Procedure. A Mobile Home Park shall be reviewed and approved consistent with all requirements of Livermore Development Code Chapter 9.

The Mobile Home Park shall be classified as a residential use.

E. Other laws, regulations and ordinances. All applicable County and State laws and regulations concerning the development and operation of mobile home parks shall be observed. Nothing contained in this Chapter shall be construed to abrogate, void, or minimize other pertinent requirements of law. 1871826.1

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Rev. 04.2025 1 ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA AN ORDINANCE AMENDING LIVERMORE DEVELOPMENT CODE PART 9 PERMITS AND APPROVALS (SECTIONS: 9.07.020 APPLICABILITY, 9.07.030 (TABLE 9.3 REVIEW AUTHORITY FOR SITE PLAN AND DESIGN REVIEW), AND

9.07.040 APPLICATION FILING, PROCESSING, AND REVIEW), AND PART 10 SUBDIVISIONS (SECTIONS: 10.01.050 (TABLE 10.1 SUBDIVISION REVIEW AUTHORITIES), AND 10.02.050 TENTATIVE MAP PUBLIC HEARING AND ACTION) As the availability of housing across California has failed to meet demand and concerns about housing affordability have increased, state legislation to spur and incentivize residential development has increased.

Beginning in 2015, the state began issuing regulations and passing new laws aimed at reducing barriers to housing production. The state has taken an increasingly active role in legislating the housing permitting process since then and has passed over 100 new laws in just the past 5 years.

In 2023, in conformance with state housing requirements, the City Council adopted Livermore’s 2023-2031 Housing Element, which contains a series of policies that seek to implement and codify state housing law, further production of all housing types, streamline the housing permit review process, establish Objective Design Standards, and update the Livermore Development Code (LDC).

City staff has worked on and proposes for adoption a comprehensive update of the LDC to incorporate various state housing laws and increase project review streamlining.

This update creates a new Part 11 Housing chapter in the LDC to provide regulations, standards, and review procedures for various types of housing and mixed-use development projects in the City and brings the LDC into compliance with state housing law, as well as provides additional housing-related updates to the LDC pertaining to project streamlining and public noticing, consistent with Housing Element policy (“Project”).

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

Section 1. Recommendation. The Planning Commission held a duly noticed public hearing on June 3, 2025, to consider adoption of the Project and by its Resolution No. 20-25, attached hereto as Exhibit A, recommended that the City Council approve the Project.

The City Council has considered the findings made in Planning Commission Resolution No. 20-25, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein, and based upon the City Council’s own independent review of the Record Evidence and considerations, it adopts this Ordinance. [Resolution Nos. 17-25 (CEQA) and 20-25 (Project)] Section 3. Environmental. The City Council has adopted Resolution No. [________] finding the project to be exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3).

Section 4. Ordinance. Part 9 Permits and Approvals (Sections: 9.07.020 Applicability, 9.07.030 (Table 9.3 Review Authority For Site Plan and Design Review), and 9.07.040 Application Filing, Processing, and Review), and Part 10 Subdivisions (Sections: 10.01.050 (Table 10.1 Subdivision Review Authorities), and 10.02.050 Tentative Map Public Hearing and Action) of the Livermore Development Code are hereby amended as set forth in Exhibit B, attached hereto. In Exhibit B, the deletions are shown using a strikethrough, and the added language is shown with an underline, but the stricken language and underlines themselves shall not be codified in the Development Code, which publication shall only reflect the final language.

Section 5. Consistency. The ordinance is consistent with the Livermore General Plan, any applicable specific plan, and the Livermore Development Code.

Section 6. Publication and Effective Date. This ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the city of Livermore within 15 days after its adoption and shall take effect and be in force 30 days from and after its adoption.

Section 7. Filing. Planning Manager is directed to file a Notice of Exemption with the Alameda County Clerk.

Section 8. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

Section 9. Severability. If any part of this ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 14, 2025, by the following vote:

AYES:

NOES:
614
Rev. 04.2025 3 ORDINANCE NO. ___
ABSENT:

ABSTAIN:

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

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Mayor Marchand, City of Livermore
ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Katherine Mirassou______________ Deborah L. Elam Katherine Mirassou
City Clerk Assistant City Attorney
Exhibit A - Planning Commission Resolution No. 20-25
Exhibit B - Ordinance
615

EXHIBIT A
616

EXHIBIT A
617

EXHIBIT A
618

9.07.020 Applicability
A. When required. Site Plan and Design Review shall be required for all of the following construction or development activities:

1. All structures erected to accommodate any of the land use activities listed in Part 3 (Specific to Zones), except for those specified in Subsection B (Exemptions), below.

2. Before the issuance of a Building or Grading Permit for any construction activities identified in Table 9.3 (Review Authority for Site Plan and Design Review), below.

B. Exemptions. The following are exempt from the requirement for a Site Plan and Design Review:

1. A development for which a Site Plan and Design Review has been previously granted under the conditions of a Conditional Use Permit, Variance, or Zoning Use Permit, issued in compliance with this Development Code;

2. Any fence, wall, or other dividing structure in a residential zone district erected in compliance with this Development Code;

3. Non-Transect zone.Single Family Residential. A new single-family residence, or an addition to an existing single-family residence located in a nonTransectresidential zone;

4. Transect zone.Small Multifamily Residential. A new singlemulti-family residenceresidential project, or an addition to an existing singlefamily residence located in a Transect zone, provided a Zoning Clearance has been obtained; andmultifamily residential project, of two units or less;

5. Accessory structures in compliance with Section 4.02.030;

6. ADUs. Accessory Dwelling Units in compliance with Chapter 11.30;

7. SB9 Units. Units in compliance with Chapter 11.50.

C. Referral to Director. The Building Official shall refer to the Director all applications for Building or Grading Permits subject to the requirements of this Chapter.

D. Compliance with Chapter required. Building or Grading Permits or Certificates of Occupancy shall not be issued until the requirements of this Chapter have been met.

EXHIBIT B
619
Table 9.3 Review Authority For Site Plan and Design Review Role of Review Authority1
Type of Construction Activity
Administrative
Design Review
(Minor
Review)2
Commission
(Major Review)
Council
(Major
Review)
Construction of New Nonresidential Development.

Construction of any structure erected to
accommodate any of the land use activities as
specified in the Applicability Section above
(9.07.020)
Decision Appeal
Additions to Existing Nonresidential Structures –
Minor.

1. Additions to existing nonresidential
structures where the addition matches the
existing architecture, colors, and materials,
up to 50 percent of existing floor area or
50,000 square feet, whichever is less.

2. Additions of less than 15 percent of existing
floor area to existing nonresidential
structures where the addition does not
match the existing architecture, colors or
materials.

Decision Appeal Appeal
Additions to Existing Nonresidential Structures –
Major.

1. Additions to existing nonresidential
structures greater than or equal to 50 percent
of the existing floor area, or 50,000 square
feet, whichever is greater.

2. Additions to existing nonresidential
structures greater than 15 percent of the
existing floor area, where the addition does
not match the existing architecture, colors,
or materials.

3. Additions to existing nonresidential
structures greater than 15 percent of the
existing floor area, where the addition
noticeably affects the view from a major
street.

Decision Appeal
Planned Developments. All Planned Developments
with a Site Plan and Design Review component in
compliance with Chapter 3.04.

Recommends Decision

EXHIBIT B
620
Condominium, Duplex, or MultifamilyResidential
Development. Any new – Level I
Initial construction, exterior addition to, or
modification to, or alteration of any existing structure which is used in whole or in part as a condominium,
duplex, or a single-family or multifamily
residenceresidential project containing two, three,39
or fourfewer units. (4 parcels or less).

Decision Appeal Appeal
Condominium and Multifamily Developments.

Residential Development – Level II
Initial construction, exterior additions to, alterations of, or modification to an existing structure which is
used in wholeof:
1) Any single-family or in part as a
condominium or a multifamily
residenceresidential project containing
fivebetween 40 and 149 units outside of a
Specific Plan or Neighborhood Plan (149
parcels or less); or
2) Any single-family or multifamily residential
project containing 40 or more units. within a
Specific Plan or Neighborhood Plan (149
parcels or less).

Decision Appeal
Major Residential and Non-Residential Subdivisions.

Any map that creates five or more
parcels.Residential Development – Level III
Initial construction or modification of any singlefamily or multifamily residential project containing 150 or more units outside of a Specific Plan or
Neighborhood Plan.

Recommends Decision
Minor Subdivisions. Subdivision – Level I (Parcel
Map)
Any Map that creates four or fewer parcels.

Decision AppealDecisio
n
Appeal
Parcel Map Waivers.Subdivision – Level II (Tentative
Map – Minor)
Any Map that creates between 5 and 149 parcels.

Decision DecisionAppea
l
Appeal

EXHIBIT B
621
Subdivision – Level III (Tentative Map – Major)
Any Map that creates 150 or more parcels.

Recommends Decision
New landscape/ hardscape plans. New
landscape/hardscape plans for the initial
landscaping of all public and private development
projects including public landscape projects along
major roads as designated by the General Plan,
along arroyos, and on City-owned property.

Decision Appeal
Sign Permits. Proposals for any sign associated with
an approved project or signs under an approved
master sign program in compliance with Chapter

4.06. Decision Appeal Appeal
Master Sign Programs. Master sign programs in
compliance with Chapter 4.06.

Decision Appeal
Minor Changes. Minor changes that do not involve an increase in structure area or height, an increase in the number of dwelling units, or an intensity of use may be approved by the Director in compliance with Section 9.12.080 (Changes to an Approved Project).

Mixed-Use and Multifamily Objective Design Standards. Shall apply to all new mixed-use and multifamily residential projects that contain more than ten (10) residential units, unless otherwise prohibited by state law.

Note:
1 “Recommend” means that the review authority makes a recommendation to a higher decision -making body; “Decision” means that the review authority makes the final decision on the matter; “Appeal” means that the review authority may consider and decide upon appeals to the decision of an earlier decision-making body, in compliance with Chapter 9.15 (Appeals). 2 The review authority may defer action and refer the request to the next higher review authority for the final decision.

EXHIBIT B
622

9.07.040 Application Filing, Processing, and Review
A. Application filing.

1. An application for a Site Plan and Design Review shall be filed and processed in compliance with Chapter 9.01 (Application Processing Procedures).

2. The application shall include the information and materials specified in the Department handout for Site Plan and Design Review applications, together with the required fee in compliance with the Planning Fee Schedule.

3. It is the responsibility of the applicant to provide evidence in support of the findings required by Section 9.07.050 (Findings and Decision), below.

B. Review with other land use applications. If the project for which the request for Site Plan and Design Review is being made also requires some other discretionary approval (e.g., Conditional Use Permit, etc.), the applicant shall file the information required by Subsection A. (Application filing), above, together for concurrent review with the application for discretionary approval.

C. Application review. Each application for a Site Plan and Design Review shall be reviewed to ensure that the application is consistent with the purpose of this Chapter; applicable development standards and regulations of this Development Code; and the City’s Design Standards and Guidelines.

1. A Site Plan and Design Review is initiated when the Department receives a complete application package including the required information and materials specified in the Department handout and any additional information required by the applicable review authority in order to conduct a thorough review of the proposed project.

2. Upon receipt of a complete application the applicable review authority shall review the design, location, site plan configuration, and the effect of the proposed development on adjacent properties by comparing the project plans to established development standards, regulations, and applicable design guidelines/policies.

3. During the course of the review process, the review authority may require the submittal of additional information or revised plans. a. The applicant shall be notified in writing of any revisions or additional information required and shall submit the requested information to the Department within 180 days after the date of the notice or within the period of time designated by the review authority.
b. Failure to submit the required information within the 180-day period or within the period of time designated by the review authority may be cause for denial.

4. After the Site Plan and Design Review application has been deemed complete in compliance with Section 9.01.070 (Initial Review of Application), the review authority shall either approve or deny the Site Plan and Design Review application and, if approved, may impose conditions deemed reasonable and necessary to protect the public health, safety and

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general welfare and ensure compliance with this Chapter and various regulations of the City.

D. On-site inspection. An application for a Site Plan and Design Review may require that the Director perform an on-site inspection of the subject parcel before confirming that the request complies with all of the applicable criteria and provisions specified in this Chapter.

E. Public hearing, environmental review, and appeal provisions.

1. Administrative Design Review. A public hearing shall not be required for an Administrative Design Review on a Site Plan and Design Review application.

2. Concurrent Application. A public hearing shall be required for the Director’s, Commission’s, or Council’s decision on a Site Plan and Design Review application, only if being processed concurrently with another discretionary approval (e.g., Conditional Use Permit, Variance, etc.) requiring a public hearing. Notice of the hearing shall be given and the hearing shall be conducted in compliance with Chapter 9.17 (Public Hearings).

3. Environmental Review. A public hearing shall be required for any Site Plan Design Review application that requires a California Environmental Quality Act Negative Declaration or Environmental Impact Report pursuant to California Public Resources Code Division 13, Articles 6 and 7. a. Administrative Design Review. The Commission, and Council as applicable, shall be the review authority for any Administrative Design Review that requires a California Environmental Quality Act Negative Declaration or Environmental Impact Report.

4. Appeals. The review authority’s decision may be appealed, in compliance with Chapter 9.15 (Appeals).

F. Public Noticing.

1. For a Level 1/Level II/Level III – Residential Development project not requiring a public hearing, the project applicant shall post a notice of application to the project site as follows:
a. Notice shall be posted onsite within fifteen (15) business days of application submittal date and remain onsite until the City makes a determination on the project, or the application is withdrawn; b. Notice language shall include the words “Notice of Development Application”, the project application number(s), and a brief project description including the size, type, and number of buildings proposed; c. On sites less than one (1) acre, a 4-square-foot notice sign not to exceed 6 feet in height is required;
d. On sites one (1) acre or larger, a 32-square-foot notice sign not to exceed 8 feet in height is required;
e. Notice sign shall be placed on the project site within 25 feet from the primary street frontage and shall comply with Livermore Development Code Figure 4.13 pertaining to vehicle site lines;
f. Bottom edge of notice sign should be staked at a height between 3 feet and 4 feet above grade;

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3.g.Notice sign shall be properly maintained, and should not be attached to telephone poles, fences, or trees.

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Table 10.1 Subdivision Review Authorities
Role of Review Authority1
Type of Decision
Applicable
Division or
Section Director
City
Engineer Commission Council2
Amendments to Approved
Tentative and Tentative Parcel
Maps and Conditions

10.02.120 Decision Decision/
Appeal
Appeal
Amendments to Recorded Maps 10.03.070 Decision Appeal Decision/ Appeal
Certificates of Compliance 10.04.020 Decision Appeal Appeal Condominiums (with Final
Maps)
Non-Residential
Condominiums
Residential Condominiums

10.07 10.08
Recommend
Recommend
Recommend
Recommend
Decision
Decision
Condominium Conversions
Non-Residential
Condominium Conversions
Residential Condominium
Conversions

10.09 10.10
Recommend
Recommend
Recommend
Recommend
Decision
Decision
Extensions of Time – Tentative
and Tentative Parcel Maps

10.02.110 Decision Decision/
Appeal
Appeal
Final Maps 10.03 Decision
Improvement Agreements 10.05.070 Decision Appeal
Lot Line Adjustments 10.04.030 Decision Appeal Appeal
Parcel Mergers 10.04.040 Decision Appeal Appeal
Reversion to Acreage Maps 10.04.050 Decision Appeal Appeal Subdivision Improvement Plans 10.05.040 Decision Appeal Appeal Subdivision – Level I (Parcel
Map)

10.02.050
&
Table 9.3
Decision Appeal Appeal
Subdivision – Level II (Tentative
Maps, Vesting Tentative
MapsMap – Minor)

10.02.050
&
Table 9.3
Recommend DecisionRec
ommend
AppealDe
cision
Subdivision – Level III (Tentative
Parcel MapsMap – Major)

10.02.050
&
Table 9.3
Recommend Recommend
Decision
Decision
Appeal

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Wavier of Parcel Maps 10.03.020 Decision Appeal Appeal
1 “Recommend” means that the Review Authority makes a recommendation to a higher decision making body; “Decision” means that the review authority makes the final decision on the matter; “Appeal” means that the review authority may consider and decide upon appeals to the decision of an earlier decision-making body, in compliance with Chapter 9.15 (Appeals). 2 Decisions of the Council may not be appealed.

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10.02.050 Tentative Map Public Hearing and Action
A. Public hearings – when required.

1. Public Hearing. A public hearing shall be required for all Subdivision – Level II and Subdivision – Level III projects, as identified in Table 9.3 Review Authority For Site Plan and Design Review.

1. Appeals. Any Subdivision – Level I that is appealed to the Planning Commission andor City Council hearings.
a. The Commission and Council shall hold a public hearing on the tentative map for a major subdivision for which a final or parcel map will be filed. b.2.The Commission shall holdrequire a public hearing on a tentative map for a minor subdivision for which a parcel map will be filed. pursuant to LDC Chapter 9.15.

2. If a decision regarding a minor subdivision is appealed from the Commission to the Council, the Council shall hold a public hearing.

3. Environmental Review. A public hearing shall be required for any subdivision application that requires a California Environmental Quality Act Negative Declaration or Environmental Impact Report.

B. Public hearings – notice. Unless otherwise specified in this Development Code, notice of a public hearing shall be given as specified in this Section (Sections 66451.3(a), 65090, 65091).

1. When. Notice shall be given at least 10 days before the hearing.

2. Contents.
a. The notice shall include the date, time, and place of the hearing, the identity of the hearing officer or body, a general explanation of the matter to be considered, and a general description by text or diagram of the location of the property.
b. The notice shall also include the following: “If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the Commission or Council at, or before, the public hearing” (Sections 65094, 65009(b)(2)).

3. Manner.
a. Notice shall be given in the manner required by Government Code Sections 65090 and 65091 which is summarized as follows:
1) Publication once in a newspaper of general circulation; 2) Mailing or delivery to the property owner and project applicant; 3) Mailing or delivery to each local agency expected to provide roads, schools, sewage, streets, water, or other essential facilities or services to the proposed project; and
4) Mailing or delivery to all owners of real property located within 300 feet of the exterior boundaries of the subject property. If the number of owners exceeds 1,000, the City may instead publish notice of at least one-eighth page in a newspaper of general circulation.

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b. In addition, the City may give notice in any other manner it deems necessary or desirable.
c. If the proposed project is a conversion of residential real property to a condominium, community apartment, or stock cooperative, notice shall be given to each tenant of the property (Sections 66451.3, 66452.5(e)).

4. Continued hearings. A public hearing may be continued from time to time and, if continued to a specific date, time and place, no new notice is required (Section 65095).

5. Appeal or request for modification. If a decision under this Development Code is appealed or if a subdivider requests a change in a condition of approval either before or after a final or parcel map is filed, notice of the appeal or request shall be given in compliance with Chapter 9.17 (Public Hearings).

6. Staff reports. A report of recommendation on a tentative map by the Director shall be in writing and provided to the subdivider and to each tenant in the case of a proposed condominium, community apartment project, or stock cooperative, at least three days before any hearing or action (Section 66452.3).

7. Costs. The subdivider is responsible for the costs incurred in giving proper notice (Sections 66451.3(c), 66452.3).

8. Substantial compliance.
a. Substantial compliance with these notice requirements is sufficient. b. A technical failure to comply shall not affect the validity of any action taken in compliance with the procedures specified in this Section (Section 65093).

C. Review by other agencies.

1. Agency located within three miles.
a. A local agency with service boundaries located within three miles of a proposed subdivision may make recommendations to the City regarding a tentative map if it does so within 15 days after the notice and map are mailed by the City.
b. A local agency which desires to make recommendations shall file with the City a written request and map indicating the territory in which it wishes to make recommendations (Sections 66453, 66455.1).

2. State Department of Transportation. The State Department of Transportation may make recommendations regarding a tentative map if the proposed subdivision is located within one mile of a State highway routing and if the recommendations are submitted to the City within 15 days after the notice and map are mailed by the City (Sections 66413.7, 66455).

3. School districts. Within five days after the application for a tentative map is accepted as complete, the Director shall send a notice of the filing to the governing board of any affected school district.
a. The notice shall contain information about the location, number of units, density, and other relevant information.
b. Within 15 working days after the notice was mailed, the board may submit to the City a report and recommendation regarding the proposed subdivision and its impact on the school district.

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c. Failure of the school district to respond within the 15-working-day period is considered a recommendation for approval (Section 66455.7). d. If the proposal shows an area for a public school site, the City shall notify the State Department of Education.
e. The notice shall include the identification of an existing or proposed runway within a distance specified by Education Code Section 17215 (Section 66455.9).

4. Water supplier. Within five days after a tentative map application is accepted as complete, the Director shall send a copy of the application to the City’s Water Resources Department (Section 66455.3)

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Rev. 04.2025 1 ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

AN ORDINANCE AMENDING VARIOUS SECTIONS OF THE LIVERMORE DEVELOPMENT CODE FOR INTERNAL CONSISTENCY WITH NEW PART 11 HOUSING AND AMENDING PART 9 PERMITS AND APPROVALS AND PART 10

SUBDIVISIONS
As the availability of housing across California has failed to meet demand and concerns about housing affordability have increased, state legislation to spur and incentivize residential development has increased.

City staff has worked on and proposes for adoption a comprehensive update of the LDC to incorporate various state housing laws and increase project review streamlining.

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

Section 1. Recommendation. The Planning Commission held a duly noticed public hearing on June 3, 2025, to consider adoption of the Project and by its Resolution No. 21-25, attached hereto as Exhibit A, recommended that the City Council approve the Project.

Section 2. Public Hearing. Prior to taking action on the Project, and at a properly noticed public hearing, the City Council of the City of Livermore reviewed written and oral staff reports, conducted a public hearing on the Project and took testimony; and received into the record all pertinent documents related to the Project (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Ordinance by reference.
631
Rev. 04.2025 2 ORDINANCE NO. ___
The City Council has considered the findings made in Planning Commission Resolution No. 21-25, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein, and based upon the City Council’s own independent review of the Record Evidence and considerations, it adopts this Ordinance. [Resolution Nos. 17-25 (CEQA) and 21-25 (Project)] (Project Resolution is attached hereto as Exhibit A.)
Section 3. Environmental. The City Council has adopted Resolution No. [________] finding the project to be exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3).

Section 4. Ordinance. The Livermore Development Code is hereby amended as set forth in Exhibit B, attached hereto. In Exhibit B, the deletions are shown using a strikethrough, and the added language is shown with an underline, but the stricken language and underlines themselves shall not be codified in the Development Code, which publication shall only reflect the final language.

Section 5. Consistency. The ordinance is consistent with the Livermore General Plan, any applicable specific plan, and the Livermore Development Code.

Section 7. Filing. Planning Manager is directed to file a Notice of Exemption with the Alameda County Clerk.

Section 9. Severability. If any part of this ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

The ordinance was adopted at the regular meeting of the City Council held on ______________________, by the following vote:
632
Rev. 04.2025 3 ORDINANCE NO. ___
AYES:

NOES:

ABSENT:

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EXHIBIT A
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Universal edits:
• References to Part 11 (Definitions) becomes Part 12 (Definitions). • References to Part 12 (Zoning Map) becomes Part 13 (Zoning Map). • Replace “Secondary Dwelling Unit” and code reference 6.03.120 with “Accessory Dwelling Unit” and code reference Ch. 11.30.
• Replace “Farmworker Housing” with “Agricultural Employee Housing.”

PREAMBLE
Part 1, p. x:

Part 11: Housing
This Part sets forth the objective development, design, and operating standards for specific types of multifamily residential and mixed use development projects in residential and commercial areas, and provides standards and guidance on the review and processing of such applications.

Part 1112: Definitions
This Part provides the definitions used throughout the Code.

Part 1213: Zoning Map
This Part provides the Zoning Map.

Part 1, p. xii:

Add new level to Step 5 of the Expanded Process Diagram: If your project is for any of the housing use types covered in Part 11: Housing or is subject to streamlined review under State law, consult the appropriate chapter in Part 11 to determine what standards apply and how your application may be reviewed different from Livermore’s typical process.

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PART 1: INTRODUCTION

Page 1 ends

1.01.040 Applicability of the Development Code
This Development Code applies to all land uses, subdivisions, and development within the City of Livermore, as follows:

F. Conflicting requirements:

1. Development Code requirements. If different requirements within this Development Code conflict, the provisions of Part 3 control over Parts 4 and 5, and the provisions of Part 6 control over Parts 3, 4 and 5, and the provisions of Part 11 control over Parts 3, 4, 5, and 6.

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PART 2: GENERAL TO ALL

Page 2 ends

2.01.020 Site Planning and Subdivision Design Standards for All Zones C. Parcel design.

5. Parcel configuration.
b. Street frontage required.
(1) Each proposed parcel shall have frontage on a public street unless specified otherwise by this Development Code. (An alley is not considered a street for the purposes of this Subparagraph.)

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PART 3: SPECIFIC TO ZONES

Page 3 ends

3.02.020 Applicability
The requirements of this Chapter shall apply to all proposed development within Transectbased zones, and shall be considered in combination with the standards for the applicable zone in Part 4 (General to Zones), Part 5 (Specific to Building Types), and those in Part 6 (Specific to Uses), and those in Part 11 (Housing). If there is a conflict between any standards, the provisions of Part 3 (Specific to Zones) control over Parts 4 and 5, and the provisions of Part 6 control over Parts 3, 4 and 5, and the provisions of Part 11 (Housing) control over Parts 3, 4, 5, and 6.

Page 3 ends

3.02.070 T3 Neighborhood (T3N) Standards
A. Purpose
This Zone’s primary purpose is to allow additions and new development that respect and protect the integrity and quality of the neighborhoods adjacent to Downtown.

This zone allows new additions and single-family houses to be built in scale and character with the existing neighborhood, subject to a Zoning Clearance. Carriage house units, Accessory Dwelling Units, Junior Accessory Dwelling Units, Two-Unit Residential Developments, and Urban Lot Splits provide additional housing opportunities within these walkable neighborhoods when the standards contained in Part 11 (Housing) are met.

Page 3 ends

3.02.070 T3 Neighborhood (T3N) Standards
G. Required Parking
Spaces
Residential Uses. Unless otherwise required for an ADU/JADU or Two-Unit Residential Development, parking minimums are as follows:

Studio or 1 Bedroom: 1 space/unit min.
2+ Bedroom: 2 spaces/unit min.

Page 3 ends

3.02.070 T3 Neighborhood (T3N) Standards
H. T3N Use Table
Land Use Type
Residential
Add the following Permitted Uses to the T3N Use Table:

Accessory Dwelling Unit (footnote #5)
Junior Accessory Dwelling Unit (footnote #5)
Two-Unit Development and/or Urban Lot Split (footnote #6) Add the following footnotes to the table in this section:

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Footnote 5: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Footnote 6: Permitted if in compliance with the standards of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

Page 3 ends

3.02.080 T4 Neighborhood (T4N) Standards
G. Required Parking
Spaces
Residential Uses. Unless otherwise required by the standards contained in Part 11 (Housing), parking minimums are as follows:

Studio or 1 Bedroom: 1 space/unit min.
2+ Bedroom: 2 spaces/unit min.

Page 3 ends

3.02.080 T4 Neighborhood (T4N) Standards
I. T4N Use Table
Land Use Type
Residential
Add the following Permitted Uses to the T4N Use Table:

Accessory Dwelling Unit (footnote #5)
Junior Accessory Dwelling Unit (footnote #5)
Two-Unit Residential Development and/or Urban Lot Split (footnote #6) Add the following footnotes to the table in this section:

Footnote 5: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Footnote 6: Permitted if in compliance with the standards of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

Page 3 ends

3.02.090 T4 Neighborhood-Open (T4N-O) Standards
G. Required Parking
Spaces
Residential Uses. Unless otherwise required by the standards contained in Part 11 (Housing), parking minimums are as follows:

Studio or 1 Bedroom: 1 space/unit min.
2+ Bedroom: 2 spaces/unit min.

Page 3 ends

3.02.090 T4 Neighborhood-Open (T4N-O) Standards
H. T4N-O Use Table
Land Use Type
Residential
Add the following Permitted Uses to the T4N-O Use Table:

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Accessory Dwelling Unit (footnote #4)
Junior Accessory Dwelling Unit (footnote #4)
Add the following footnote to the table in this section:

Footnote 4: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Page 3 ends

3.02.100 T4 Main Street-Open (T4MS-O) Standards
G. Required Parking
Spaces
Residential Uses. Unless otherwise required by the standards contained in Part 11 (Housing), parking minimums are as follows:

Studio or 1 Bedroom: 1 space/unit min.
2+ Bedroom: 2 spaces/unit min.

Page 3 ends

3.02.100 T4 Main Street-Open (T4MS-O) Standards
H. T4MS-O Use Table
Land Use Type
Residential
Add the following Permitted Uses to the T4MS-O Use Table:

Accessory Dwelling Unit (footnote #3)
Add the following footnote to the table in this section:

Footnote 3: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Page 3 ends

3.02.110 T4 Main Street (T4MS) Standards
G. Required Parking
Spaces
Residential Uses. Unless otherwise required by the standards contained in Part 11 (Housing), parking minimums are as follows:

Studio or 1 Bedroom: 1 space/unit min.
2+ Bedroom: 2 spaces/unit min.

Page 3 ends

3.02.110 T4 Main Street (T4MS) Standards
H. T4MS Use Table
Land Use Type
Residential
Add the following Permitted Uses to the T4MS-O Use Table:

Accessory Dwelling Unit (footnote #3)
Add the following footnote to the table in this section:

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Footnote 3: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Page 3 ends

3.03.020 Applicability
The requirements of this Chapter shall apply to all proposed development within NonTransect-based zones, and shall be considered in combination with the standards for the applicable zone in Part 4 (General to Zones) and those in Part 6 (Specific to Uses). If there is a conflict between any standards, the provisions of Part 3 (Specific to Zones) control over Part 4, and the provisions of Part 6 control over Parts 3 and 4, and the provisions of Part 11 (Housing) control over Parts 3, 4, and 6.

Page 3 ends

3.03.030 Residential Rural (R-R) Zone
I. R-R Use Table
Land Use Type
Residential
Dwelling: Secondary Unit
Add the following Permitted Uses to the R-R Use Table:

Accessory Dwelling Unit (footnote #3)
Junior Accessory Dwelling Unit (footnote #3)
Two-Unit Development and/or Urban Lot Split (footnote #4) Add the following footnotes to the table in this section:

Footnote 3: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Footnote 4: Permitted if in compliance with the standards of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

Page 3 ends

3.03.040 Suburban Residential (R-S) Zone
G. R-S Use Table
Land Use Type
Residential
Dwelling: Secondary Unit
Couplet
Add the following Permitted Uses to the R-S Use Table:

Accessory Dwelling Unit (footnote #3)
Junior Accessory Dwelling Unit (footnote #3)
Two-Unit Development and/or Urban Lot Split (footnote #4) Add the following footnotes to the table in this section:

Footnote 3: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Footnote 4: Permitted if in compliance with the standards of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

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Page 3 ends

3.03.050 Residential Low Density (R-L) Zone
G. R-L Use Table
Land Use Type
Residential
Dwelling: Secondary Unit
Add the following Permitted Uses to the R-L Use Table:

Accessory Dwelling Unit (footnote #3)
Junior Accessory Dwelling Unit (footnote #3)
Two-Unit Development and/or Urban Lot Split (footnote #4) Add the following footnotes to the table in this section:

Footnote 3: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Footnote 4: Permitted if in compliance with the standards of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

Page 3 ends

3.03.060 Multiple Family Residential (MFR) Zone
G. MFR Use Table
Land Use Type
Residential
Dwelling: Secondary Unit
Add the following Permitted Uses to the MFR Use Table:

Accessory Dwelling Unit (footnote #2)
Add the following footnotes to the table in this section:

Footnote 2: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Page 3 ends

3.03.070 Suburban Multiple Residential (RG) Zone
I. RG Use Table
Land Use Type
Residential
Add the following Permitted Uses to the RG Use Table:

Accessory Dwelling Unit (footnote #2)
Add the following footnotes to the table in this section:

Footnote 2: Permitted if in compliance with the standards of Chapter 11.30 (ADUs and JADUs).

Page 3 ends

3.03.110 Commercial Office (CO) Zone
G. CO Use Table
Land Use Type

EXHIBIT B
643
Residential
Add the following Permitted Uses to the CO Use Table:

Low Barrier Navigation Center

Page 3 ends

3.03.120 Professional Office (CP) Zone
G. CP Use Table
Land Use Type
Residential
Add the following Permitted Uses to the CO Use Table:

Low Barrier Navigation Center

Page 3 ends

3.03.170 Open Space (OS) Zone
H. OS Use Table
Land Use Type
Residential
Farmworker Housing: CUP
Add the following Permitted Use to the E Use Table:

Agricultural Employee Housing

Page 3 ends

3.04.050 South Livermore Valley/Agriculture (SLV-AG) Zone H. SLV-AG Use Table
Land Use Type
Residential
Add the following Permitted Use to the SLV-AG Use Table:

Agricultural Employee Housing

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PART 4: GENERAL TO ZONES

Page 4 ends

4.01.020 Applicability
The requirements of this Chapter shall apply to all proposed development and new land uses, except as specified in Chapter 9.16 (Nonconforming Uses), and shall be considered in combination with the standards for the applicable zone in Part 3 (Specific to Zones), and those in Part 6 (Specific to Uses), and Part 11 (Housing). If there is a conflict between any standards, the provisions of Part 3 control over Part 4 (General to Zones), and the provisions of Part 6 control over Parts 3 and 4, and the provisions of Part 11 (Housing) control over Parts 3 and 6.

If there is a conflict between any standards, the provisions of Part 3 control over Part 4 (General to Zones) and the provisions of Part 6 control over Parts 3 and 4.

Page 4 ends

4.02.010 Calculation of Residential Density and Units
D. One accessory dwelling unit per lot may be permitted in the City’s single-family residential zoning districts including Planned Unit Developments and Planned Development – Residential districts, subject to the requirements set forth in LDC 6.03.120 (Accessory Dwelling Units). Accessory Dwelling Units and Junior Accessory Dwelling Units are permitted subject to the requirements set forth in Chapter 11.30 (ADUs and JADUs). Two-Unit Residential Development and/or Urban Lot Splits are permitted subject to the requirements set forth in Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits).

E. Additional density is allowed under the State density bonus law (California Government Code Section 65915). The law provides increased residential densities for projects that guarantee a portion of the housing units will be affordable to very low-, low-, or moderateincome households, provide senior citizen housing, or include child care facilities. See Chapter 11.40 (Density Bonus) Section 6.02.030 (Density Bonuses).

G. Accessory Dwelling Units and Junior Accessory Dwelling Units shall not be counted towards residential density calculations. Two-Unit Residential Development and/or Urban Lot Splits are allowed in single family zoning districts regardless of residential density limitations when the requirements of Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits) are met.

Page 4 ends

4.02.030 Accessory Structures
B. Exemptions. The standards in this section do not apply to the following unless otherwise stated in the applicable zoning district:

1. Detached accessory dwelling units that conform to the regulations of LDC 6.03.120 (Accessory Dwelling Units). Accessory Dwelling Units that conform to the regulations of Chapter 11.30 (ADUs and JADUs).

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Page 4 ends

4.04.020 Number of Parking Spaces Required
Table 4.6: Automobile Parking Requirements
Residential. Unless otherwise required by the standards contained in Part 11 (Housing), parking requirements are as follows:

Page 4 ends

4.05.020 Residential Landscape Standards
C. Mixed-Use and Multifamily Residential Projects subject to compliance with the Mixed-Use and Multifamily Objective Design Standards shall comply with the additional residential landscape standards contained in that document.

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PART 5: BUILDING TYPES

Page 5 ends

5.01.020 Applicability
The requirements of this Chapter shall apply to all proposed development within Transectbased zones, and shall be considered in combination with the standards for the applicable zone in Part 3 (Specific to Zones), Part 4 (General to Zones), and those in Part 6 (Specific to Uses), and Part 11 (Housing). If there is a conflict between any standards, the provisions of Part 3 control over Part 4 and 5, and the provisions of Part 6 control over Parts 3, 4 and 5, and the provisions of Part 11 (Housing) control over Parts 3, 4, and 6.

Page 5 ends

5.01.030 Carriage House
F. Building Size and Massing
Miscellaneous
Carriage house units that are used as accessory dwelling units shall comply with the standards contained in LDC 6.03.120, Accessory Dwelling Units. No standards listed in this section shall prohibit the construction of an 800-square-foot or less accessory dwelling unit. Chapter 11.30 (ADU/JADUs).

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PART 6: SPECIFIC TO USES

Page 6 ends

Update Table of Contents to Remove:

Density Bonuses
Emergency Shelters
Farmworkers Housing
Mobile Homes and Mobile Home Parks
Secondary Dwelling Units

Page 6 ends

6.01.010 Intent and Applicability
Update Table 6-1 Zone Applicability to remove:

Density Bonuses
Emergency Shelters
Farmworkers Housing
Mobile Homes and Mobile Home Parks
Secondary Dwelling Units

Page 6 ends

6.02.060 Home Occupations
B. Location. The home occupation shall be located entirely within the primary residence, accessory dwelling unit, junior accessory dwelling unit, garage or an accessory structure that meets all current state and/or City code standards for accessory structures.

PART 7 AND PART 8: No changes proposed.

PART 9: PERMITS AND APPROVALS

Page 9 ends

9.01.020 Authority for Land Use and Zoning Decisions
Table 9.2 (Review Authority), below, identifies the review authority responsible for reviewing and making decisions on each type of application required by this Development Code. Projects subject to the streamlining provisions of any of the chapters within Part 11 (Housing) shall be reviewed in accordance with the standards of that chapter and not subject to any further review identified in Part 9 unless specifically authorized by Part 11 (Housing).

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Table 9.1 Permits and Approvals
Permits Required by this Development Code

EXHIBIT B
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Zoning Clearance. A Zoning Clearance is required to verify a proposed land use or structure complies with the list of activities allowed in the applicable zone and the development standards applicable to the use or structure. A Zoning Clearance is also used to document compliance with the Mixed-Use and Multifamily Objective Design Standards, when applicable, and with the provisions of any chapter within Part 11 (Housing), when applicable.

Page 9 ends

9.01.060 Initial Review of Application
A. Review for completeness. Unless specified otherwise in Part 11 (Housing) based on the type of residential use, the Director shall review each application for completeness and accuracy before it is accepted as being complete and officially filed. The Director’s determination of completeness shall be based on the City’s list of required application contents and any additional information determined by the Director to be necessary to determine project conformance to all applicable policies (see Section 9.01.040 [Application Preparation and Filing], above).

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9.07.010 Purpose and Intent
B. Intent. The intent of this Chapter is to ensure that all approved site and structural development:

16. Is reviewed and processed in accordance with State law and in compliance with Part 11 (Housing), when appropriate.

Page 9 ends

9.13.060 Director
B. Duties and authority. The Director shall:

2. Perform the duties and functions prescribed in this Development Code, including the review of administrative development projects, in compliance with Table 9.2 (Review Authority), and Table 9.3 (Review Authority for Site Plan and Design Review), and Part 11 (Housing) as it relates to ministerial and/or streamlined review of certain housing projects, Government Code Section 65901 et seq., the California Environmental Quality Act (CEQA), and the City’s CEQA guidelines;

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PART 10: SUBDIVISIONS

Page 10 ends

10.01.050 Advisory Agency
Amend subsections to comply with changes made to Table 10-1 related to recommending authority and decision-making authority.

Page 10 ends

10.01.060 Type of Subdivision Approval Required
Amend subsections to comply with changes made to Table 10-1 related to naming conventions of subdivision types (Level I, II, and III).

Page 10 ends

10.01.100 Exceptions to Subdivision Standards
C. The subdivision of a parcel into two lots in accordance with Chapter 11.50 (TwoUnit Residential Developments and Urban Lot Splits) or the subdivision of a lot into ten (10) or fewer lots in accordance with Chapter 11.69 (Streamlined Review of Eligible Subdivisions) shall only be subject to the standards and requirements of their respective chapters.

Page 10 ends

10.05.020 Applicability of Design and Improvement Standards The requirements of this Chapter apply as follows.

E. Exceptions.
a. Exceptions to the requirements of this Chapter may be requested and considered in compliance with Subsection B. (Exceptions – Rural Residential Subdivisions with Parcels Over 10 Acres in Area), below.
b. The subdivision of a parcel into two lots in accordance with Chapter 11.50 (Two-Unit Residential Developments and Urban Lot Splits) or the subdivision of a lot into ten (10) or fewer lots in accordance with Chapter 11.69 (Streamlined Review of Eligible Subdivisions) shall only be subject to the standards and requirements of their respective chapters.

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PART 11 12: DEFINITIONS
Note: Duplicative definitions have been removed from Part 12 (Definitions) if they are now defined in Part 11 (Housing).
1112.01.020 Definitions of Specialized Terms and Phrases Definitions.

All terms used in Part 11 (Housing) are now defined in Chapter 11.20 (Definitions).

For the purpose of this section, the following terms shall be defined as follows:

Definitions for the following terms have been deleted from Part 12 and have been moved to Chapter 11.20 or replaced with a different term.

Affordable to low-income or very-low-income households.

Affordable housing.

Affordable housing project.

Approved nonprofit housing group.

Car share vehicle.

Density bonus.

Density bonus housing agreement.

Dwelling, accessory unit.

Dwelling, secondary unit.

Emergency shelter.

Farmworker housing.

Reserved unit.

Secondary unit.

Supportive housing.

Transitional housing.

PART 12 13: ZONING MAP

EXHIBIT B
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CITY COUNCIL STAFF REPORT ITEM NO. 6.3
DATE: July 14, 2025
TO: Honorable Mayor and City Council
FROM: Paul Spence, Assistant City Manager
SUBJECT: Public Hearing to adopt a resolution authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement with Ava Community Energy and determining that the agreement is in the City’s best interest.

RECOMMENDED ACTION
Staff recommends the City Council adopt two resolutions:

1. Determining the project is exempt from the California Environmental Quality Act (CEQA) because it is consistent with California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA; and.

SUMMARY
If approved, the City Manager will be authorized to sign a 25-year Renewable Energy & Storage Power Purchase Agreement (PPA) with Ava Community Energy (Ava) to install solar and storage systems at the Civic Center Meeting Hall and Maintenance Service Center. Under the PPA, Ava would own, operate, and maintain the solar generation and storage equipment. The City would pay Ava on a per kilowatt-hour (kWh) basis for solar power generated and a per kilowatt (kW) payment for storage capacity, as defined in the PPA contract. This project will enhance community energy resilience consistent with the City's climate action and emergency operations goals. Additionally, the technical expertise, streamlined procurement process, and operation and maintenance provided by this program reduces costs and risk for the City.
652

DISCUSSION
Background
Ava Community Energy formed in 2016 as a Joint Powers Authority (JPA) to provide cleaner electricity to customers in Alameda County. Livermore was a founding member jurisdiction of the authority and started receiving electricity from Ava in 2018. Ava implements a Local Development Business Plan (LDBP) that includes several strategies to direct investments throughout Alameda County to expand renewable energy generation, create local jobs, and help member cities reduce greenhouse gas (GHG) emissions. Ava launched the Critical Municipal Facility Resilience Program (program) as part of its LDBP implementation efforts.

The program is designed to address barriers to implementing solar and battery storage projects by providing technical expertise, facilitating procurement, and minimizing operations and maintenance. As opposed to a traditional Power Purchase Agreement (PPA) where a jurisdiction conducts its own procurement and holds a contract directly with the PPA provider, Ava represents multiple jurisdictions and a large portfolio to streamline the procurement process and reduce risk and costs for each jurisdiction. The cost of installation, operations, and maintenance of the solar and battery storage systems is covered through an agreed upon price per kilowatt-hour (kWh) which the jurisdiction pays for power generated and price per kilowatt (kW) of storage capacity.

Solar photovoltaic systems provide clean, renewable electricity to buildings. The battery storage systems store excess energy that the solar panels produce during the day for use at night or when demands are greatest. This can reduce time-of-use charges during peak pricing periods and allow buildings to fully utilize the solar power they produce. Additionally, the systems provide resilience benefits by allowing facilities to continue operating during a power outage using electricity generated and stored onsite, reducing dependence on the electrical grid and diesel generators with limited run-time.

On September 27, 2022, City Council adopted Resolution 2022-162, authorizing the City Manager to pursue deployment of solar and battery systems at critical municipal facilities in partnership with Ava.

Upon passage of the City's resolution, an independent engineer conducted upfront assessments of municipal facilities to identify potential roof, structural, or electrical capacity upgrades that might be required to install solar and storage systems. Based on the assessments, the Livermore facilities originally selected for the portfolio included City Hall, Civic Center Meeting Hall, Maintenance Service Center, Police Department, and Water Reclamation Plant.

Ava issued a Request for Offers (RFO) on July 31, 2023, to identify a PPA provider and installation team.

Ava selected Green Bridge as the project owner and contractual counterparty in partnership with Gridscape as the solar developer. Together Green Bridge and Gridscape would finance, install, own, operate, and maintain the solar and storage systems.

On February 10, 2025, City Council adopted a Resolution authorizing the City Manager to enter into a PPA with Ava to install solar and battery storage systems at the five facilities listed above. Shortly following City Council's authorization, Green Bridge raised concerns about new Federal policies that created uncertainty around equipment costs and supply chain timelines. They ultimately determined that they could not deliver on the project deadlines and rates established in the PPA and decided to remove themselves from the partnership. As a result, the City Manager did not execute the PPA with Ava. 653
On May 21, 2025, the Ava Board of Directors authorized Ava staff to negotiate PPAs with each participating city under a modified ownership structure in which Ava, rather than a third party, would finance and own the solar and storage systems for a smaller portfolio of projects. Additionally, due to timeline and financing constraints, Ava could only guarantee nominal cost savings over the lifetime of the contracts, as opposed to the more extensive savings originally proposed by the third party provider.

Under this new structure, the two Livermore sites that were determined to be financially and logistically feasible are the Civic Center Meeting Hall and the Maintenance Service Center.

California's Net Energy Metering Policy
California's Net Energy Metering (NEM) law allows solar panel owners to receive credits on their utility bills for excess electricity they generate and send back to the grid. This policy helps offset the cost of electricity that solar customers draw from the grid when the panels aren't producing enough power, such as during nighttime or cloudy days.

The most recent changes to California's NEM policy, known as NEM 3.0, went into effect on April 14, 2023. NEM 3.0 significantly reduced the compensation rates for excess solar energy exported to the grid, reduced flexibility for managing energy costs, and increased costs for solar customers.

Ava and City staff worked to grandfather the Livermore sites in this portfolio under the previous NEM policy (NEM 2.0). Staying under NEM 2.0 will lead to greater financial benefits and flexibility as a solar energy user. In order to maintain grandfathered status, the City's solar and storage systems must be operational by April 2026.

Power Purchase Agreement
The proposed PPA is included in Attachment 3. Ava will finance, install, own, operate, and maintain the solar and storage systems, while the City will pay a price per kWh for power generated and a price per kW of storage capacity. The City’s PPA contract conditions with Ava will apply to any other subcontractors.

The revised PPA offer for the City of Livermore comprises a two-site portfolio that will provide approximately 124 kW of solar capacity and 180 kW of storage to the City over a 25-year term (Table 1).

Key Terms of the PPA include:

No upfront capital costs to the City.

The City will make monthly payments to Ava of $0.235/kWh and $0.210/kWh of solar generation for the Civic Center Meeting Hall and the Maintenance Service Center, respectively, and $20/kW of storage for each site.

The City’s total payments over the 25-year contract, in combination with regular electricity and natural gas bills, will be less than they would be without the project.

Electrical upgrades and improvements will be made by Ava's contractor and the cost will be included in the City’s monthly payments to Ava.
654
If the equipment delivers less 85% of the expected annual power output from the system, Ava will make cash payments to the City to offset the City’s costs in procuring needed power. This provision provides additional incentive to Ava to maintain the systems in good working order.

Ava will ensure that all contractors, subcontractors, and employees hired or contracted to perform work on the projects will be paid prevailing wages.

The solar and storage systems will be designed and operated to achieve the following benefits:

1. Provide resiliency back-up power for critical loads in the event of grid outages.

2. Reduce City energy bills through Time-of-Use (TOU) energy and demand charge reductions.

3. Reduce reliance on existing diesel-powered generators, minimizing CO2 equivalent emissions, as well as particulate matter emissions.

4. Manage battery discharge during key Time of Use periods to reduce Ava wholesale energy procurement requirements (i.e., Resource Adequacy capacity requirements).

Table 1. PPA Site Portfolio
No. Site Type
Solar Capacity
(kW DC)
Storage Inverter
Power (kW)
1 Civic Center Meeting
Hall Rooftop 58 80
2 Maintenance
Service Center
Rooftop 66 100
Total 124 180
This agreement sets the maximum price the City will pay for energy and battery storage along with annual escalators. If approved by the City Council, the City Manager will be authorized to take all necessary actions to carry out the purpose and intent of the attached resolution, including approving amendments that are in substantial conformance to the proposed agreement or that improve the final rates paid by the City for solar generation and battery storage.

Single Source Procurement
The proposed PPA with Ava, described above, is a single source procurement. Staff recommends that the City utilize California Government Code Section 4217.10, which allows for the expedited procurement of energy conservation projects by municipal agencies as long as the energy project is determined to provide financial savings over the operating lifetime.

Specifically, Code Section 4217.10 et seq. authorizes public agencies to enter into an energy service contract without competitive bidding, provided that there is a two-week public notice before the authorization of the procurement and the cost of the conservation services provided by an energy conservation facility will be less than the anticipated marginal cost of energy that would have been consumed in the absence of the project.
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Under this PPA offer, the anticipated cost to the City for the energy provided by the solar and storage facilities under the Ava PPA will be less than the anticipated marginal cost to the public agency of the energy that would have been consumed by the public agency in the absence of those purchases and that the difference, if any, between the fair rental value for the real property and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract.

Project Benefits
This project will support a transition to clean, local power by installing solar and battery storage at two critical municipal facilities. Additionally, the project improves resilience at municipal facilities by allowing them to operate emergency loads using solar and storage technologies during a potential grid outage.

For facilities that also have generators, the solar and storage system will operate in parallel with the generators to either support full back-up power or partial back-up via the emergency panel(s) supporting critical loads. In instances where the facility load can be supported by solar and storage systems alone, a microgrid controller will be included to allow for the optimization of the solar and storage generation, reducing overall CO2 emissions.

The technical expertise, streamlined procurement process, and operation and maintenance contracts provided by this program will reduce costs and risk for the City. Installing solar and battery storage projects at critical municipal facilities is consistent with the City’s goals to provide well-maintained infrastructure, amenities, and facilities; create a resilient, safe, connected, and prepared city; and be a leader in addressing climate change and protecting the environment.

CEQA Determination
This project is statutorily exempt from further environmental review under the California Environmental Quality Act because it is consistent with California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.

FISCAL AND ADMINISTRATIVE IMPACTS
If authorized, the City Manager may sign a 25-year Power Purchase Agreement (PPA) with Ava Community Energy for the installation of solar and battery systems at two facilities. Under this agreement, Ava will own, operate, and maintain the generating equipment, while the City would agree to host the systems and purchase the energy output for 25 years. The PPA covers the cost of the equipment as well as operations, maintenance, and repair and replacement as needed over the life of the contract. Any upgrades needed to accommodate the solar and storage equipment are also included in the cost of the PPA. There are no upfront costs to the City, and a small net positive savings of $28,975 over the 25-year contract.

COMMUNITY PILLAR
3: Environmental Stewardship
GOAL
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1: Lead efforts to implement the updated Climate Action Plan in collaboration with internal and external partners

ATTACHMENTS

1. Resolution - CEQA

2. Resolution - Agreement

3. Exhibit A - Draft Agreement
Prepared by: Tricia Pontau
Sustainability Program Manager
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
657
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION DETERMINING THAT THE RENEWABLE ENERGY & STORAGE

POWER PURCHASE AGREEMENT WITH AVA COMMUNITY ENERGY TO

INSTALL, OPERATE, AND MAINTAIN SOLAR AND BATTERY STORAGE

SYSTEMS AT CRITICAL MUNICIPAL FACILITIES IS EXEMPT FROM THE

PROVISIONS OF THE CALIFORNIA ENVORNMENTAL QUALITY ACT
The City of Livermore initiated a Renewable Energy & Storage Power Purchase Agreement (Agreement) with Ava Community Energy. Under the Agreement, Ava will pay to install, operate, and maintain solar and battery storage systems at two municipal facilities. The City will pay a price per kilowatt-hour (kWh) for power generated and price per kilowatt (kW) of storage capacity.

On July 14, 2025, the City Council held a duly noticed public hearing to consider the Agreement and staff recommendations, all public comments and testimony, and findings.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Livermore that prior to taking action, and at a properly noticed public meeting, the City Council reviewed written and oral staff reports, conducted a public hearing and took testimony, and received into the record all pertinent documents (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Resolution by reference.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore, based upon its own independent review of the Record Evidence and considerations, finds that the Agreement is statutorily exempt under the California Environmental Quality Act (CEQA) pursuant to California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore directs staff to file a Notice of Exemption with the Alameda County Clerk.

On motion of Council Member _______________________, seconded by Council Member _______________________, the foregoing resolution was passed and adopted on July 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
658
2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Jason R. Alcala
Deborah L. Elam Jason Alcala
City Clerk City Attorney
659
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A RENEWABLE ENERGY &

STORAGE POWER PURCHASE AGREEMENT WITH AVA COMMUNITY ENERGY

TO INSTALL, OPERATE, AND MAINTAIN SOLAR AND BATTERY STORAGE

SYSTEMS AT CRITICAL MUNICIPAL FACILITIES
Ava Community Energy (Ava) formed in 2016 as a Joint Powers Authority (JPA) to provide cleaner electricity to customers in Alameda County. Livermore was a founding jurisdiction of the authority and started receiving electricity from Ava in 2018. Ava implements a Local Development Business Plan (LDBP) that includes several strategies to direct investments throughout Alameda County to expand renewable energy generation, create local jobs, and help member cities reduce greenhouse gas (GHG) emissions.

Ava launched the Critical Municipal Facility Resilience Program (program) as part of its LDBP implementation efforts. Under this program, Ava addresses barriers to implementing solar and battery storage projects by providing technical expertise, facilitating procurement, and minimizing operations and maintenance for local jurisdictions.

As outlined in the Agreement, Ava will pay for the installation, operations, and maintenance of solar and battery storage systems at the Civic Center Meeting Hall and Maintenance Service Center. The City of Livermore will pay a price per kilowatt-hour (kWh) for power generated and price per kilowatt (kW) of storage capacity.

California Government Code Section 4217.10 allows for the expedited procurement of energy conservation projects by municipal agencies as long as the energy project is determined to provide financial savings over the operating lifetime.

Under this Agreement, the anticipated cost to the City for the energy provided by the solar and storage facilities under the Agreement will be less than the anticipated marginal cost to the public agency of the energy that would have been consumed by the public agency in the absence of those purchases and that the difference, if any, between the fair rental value for the real property and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Livermore that prior to taking action, and at a properly noticed public meeting, the City Council reviewed written and oral staff reports, conducted a public hearing and took 660
2 RESOLUTION NO. ________
testimony, and received into the record all pertinent documents (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Resolution by reference.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore has considered the Record Evidence and adopted a resolution finding the project to be exempt from the California Environmental Quality Act.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore as follows:

1. Pursuant to California Government Code section 4217.12, the City Council determines that the agreement is in the City’s best interest based upon its findings after considering the information provided in the staff report and the administrative record before it that the anticipated marginal cost to the City for electrical energy and battery resiliency of this project will be less than the anticipated marginal cost to the City for electrical energy that would have been consumed by the City in the absence of those purchases.

2. The City Council further finds the agreement will reduce the City's energy costs over the lifetime of the contract and support a transition to clean, local power by installing solar and battery storage at key critical municipal facilities.

This effort is consistent with the City’s goals to provide well-maintained infrastructure, amenities, and facilities; create a resilient, safe, connected, and prepared city; and be a leader in addressing climate change and protecting the environment.

3. The City Council hereby authorizes the City Manager to execute a Power Purchase Agreement with Ava Community Energy in substantially the same form as the agreement attached hereto as Exhibit A, subject to the City Attorney’s approval as to form, to install, operate, and maintain solar and battery storage systems at critical municipal facilities.

4. The City Manager is further authorized to take all necessary actions to carry out the purpose and intent of this resolution, including approving amendments that are in substantial conformance to the proposed Agreement or that improve the final rates paid by the City for solar generation and battery storage.

On motion of Council Member _______________________, seconded by Council Member _______________________, the foregoing resolution was passed and adopted on July 14, 2025, by the following vote:

AYES:

NOES:
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3 RESOLUTION NO. ________
ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
____________________________ /s/Jason R. Alcala____________ Deborah L. Elam Jason R. Alcala
City Clerk City Attorney
Exhibit A – Draft Renewable Energy & Storage Power Purchase Agreement 662
Execution Version
AVA COMMUNITY ENERGY – CITY OF LIVERMORE

RENEWABLE ENERGY & STORAGE POWER PURCHASE AGREEMENT
(CRITICAL MUNICIPAL FACILITIES)

EXHIBIT A
663
i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS ........................................................................................................... 1 Section 1.1 Contract Definitions .......................................................................................... 1 ARTICLE 2 SCOPE OF TRANSACTION; PROJECT SITE ADDENDA ................................... 1 Section 2.1 Scope of Transaction ......................................................................................... 1 Section 2.2 Delivery of Project Energy ................................................................................ 2 Section 2.3 Project Site Addenda ......................................................................................... 2 ARTICLE 3 TERM AND TERMINATION .................................................................................. 2 Section 3.1 Effective Date; Term ......................................................................................... 2 Section 3.2 Early Termination of Projects ........................................................................... 2 ARTICLE 4 PROJECT DEVELOPMENT; MILESTONES ......................................................... 4 Section 4.1 Generally ........................................................................................................... 4 Section 4.2 Development Progress Reports ......................................................................... 4 Section 4.3 Project Design Approval ................................................................................... 4 Section 4.4 Construction Start .............................................................................................. 5 Section 4.5 Obligation to Interconnect ................................................................................. 5 Section 4.6 Commercial Operation. ..................................................................................... 5 ARTICLE 5 INVOICING AND PAYMENT................................................................................. 6 Section 5.1 Billing and Payment Terms ............................................................................... 6 Section 5.2 Monthly Invoices ............................................................................................... 7 Section 5.3 Payment Terms .................................................................................................. 8 Section 5.4 Payment Adjustments; Billing Errors ................................................................ 8 Section 5.5 Billing Disputes ................................................................................................. 8 Section 5.6 Pass Through ..................................................................................................... 8 Section 5.7 Books and Records. ........................................................................................... 9 Section 5.8 Taxes .................................................................................................................. 9 ARTICLE 6 PROJECT SITE ACCESS; PROPERTY OWNERSHIP ........................................ 10 Section 6.1 Access Rights .................................................................................................. 10 Section 6.2 Ownership of Projects ..................................................................................... 12 Section 6.3 Covenants and Obligations Regarding Liens .................................................. 12 ARTICLE 7 PROJECT SITE MAINTENANCE ......................................................................... 13 Section 7.1 General Covenants ........................................................................................... 13 Section 7.2 Transmission and Distribution Maintenance Information ............................... 13 Section 7.3 Use of Equipment ............................................................................................ 13 Section 7.4 Insolation ......................................................................................................... 13 Section 7.5 Maintenance of Project Site ............................................................................. 14 Section 7.6 No Alteration of Project Site ........................................................................... 14

EXHIBIT A
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ii
Section 7.7 Project Repair and Maintenance ...................................................................... 14 Section 7.8 City-Requested Outages .................................................................................. 15 Section 7.9 Use and Payment of Contractors and Subcontractors ..................................... 15 Section 7.10 Prevailing Wages; Hiring Requirements. ........................................................ 15 Section 7.11 Notice of Hazardous Substances ..................................................................... 16 ARTICLE 8 PERFORMANCE GUARANTEES; WARRANTIES ............................................ 16 Section 8.1 Guaranteed Energy Production ........................................................................ 16 Section 8.2 Guaranteed Storage Availability. .................................................................... 17 Section 8.3 Ava Performance Warranties .......................................................................... 18 Section 8.4 NO OTHER WARRANTY ............................................................................. 18 ARTICLE 9 RECS AND INCENTIVES; OPTIMIZATION SAVINGS .................................... 18 Section 9.1 Renewable Energy Credits .............................................................................. 18 Section 9.2 Delivery of RECs ............................................................................................ 19 Section 9.3 Optimization Savings ...................................................................................... 19 Section 9.4 Grid Services ................................................................................................... 19 Section 9.5 Storage Management ....................................................................................... 19 ARTICLE 10 FORCE MAJEURE; BUDGETARY NON-APPROPRIATION EVENT ............ 20 Section 10.1 Force Majeure Event ....................................................................................... 20 Section 10.2 Termination Due To Force Majeure ................................................................ 20 Section 10.3 Budgetary Non-Appropriation Event .............................................................. 20 Section 10.4 Exercise of City Permitting Authority ............................................................. 21 Section 10.5 No-Fault Termination ...................................................................................... 21 ARTICLE 11 RELOCATION AND REMOVAL UPON TERMINATION ............................... 21 Section 11.1 Relocation Requests ........................................................................................ 21 Section 11.2 Removal Services ............................................................................................ 22 Section 11.3 Abandonment .................................................................................................. 22 Section 11.4 Ava Removal Security ..................................................................................... 22 ARTICLE 12 MEASUREMENT ................................................................................................. 23 Section 12.1 Meter ................................................................................................................ 23 ARTICLE 13 DEFAULTS, REMEDIES, AND DAMAGES ...................................................... 23 Section 13.1 Ava Project Defaults ........................................................................................ 23 Section 13.2 City’s Remedies for Ava Project Default ........................................................ 23 Section 13.3 Ava Portfolio Defaults ..................................................................................... 23 Section 13.4 City’s Remedies for Ava Portfolio Default ..................................................... 24 Section 13.5 City Project Default ......................................................................................... 24 Section 13.6 Ava’s Remedies for City Project Default ........................................................ 25 Section 13.7 City Portfolio Default ...................................................................................... 25 Section 13.8 Ava’s Remedies for City Portfolio Default ..................................................... 25

EXHIBIT A
665
iii
ARTICLE 14 REPRESENTATIONS, WARRANTIES, AND COVENANTS .......................... 26 Section 14.1 Ava Representations and Warranties ............................................................... 26 Section 14.2 City’s Representations and Warranties ........................................................... 26 Section 14.3 General Covenants ........................................................................................... 27 Section 14.4 Covenants of Ava ............................................................................................ 27 ARTICLE 15 INSURANCE ......................................................................................................... 28 Section 15.1 Ava’s Insurance ............................................................................................... 28 Section 15.2 City’s Insurance ............................................................................................... 28 ARTICLE 16 INDEMNIFICATION AND LIMITATIONS OF LIABILITY ............................ 28 Section 16.1 Indemnity by the Parties .................................................................................. 28 Section 16.2 Notice and Participation in Third Party Claims .............................................. 29 Section 16.3 Environmental Indemnification ....................................................................... 29 Section 16.4 Limitations on Liability ................................................................................... 29 ARTICLE 17 CHANGE IN LAW; COMPLIANCE EXPENDITURE CAP .............................. 30 Section 17.1 Changes in Law ............................................................................................... 30 Section 17.2 Compliance Expenditure Cap .......................................................................... 31 ARTICLE 18 ASSIGNMENT AND FINANCING ..................................................................... 31 Section 18.1 Assignment ...................................................................................................... 31 Section 18.2 Financing and Collateral Assignment ............................................................. 31 Section 18.3 Termination Requires Consent ........................................................................ 32 ARTICLE 19 CONFIDENTIALITY ............................................................................................ 32 Section 19.1 Confidential Information ................................................................................. 32 Section 19.2 Permitted Disclosures ...................................................................................... 32 Section 19.3 Miscellaneous .................................................................................................. 33 Section 19.4 Goodwill and Publicity .................................................................................... 33 ARTICLE 20 GENERAL PROVISIONS .................................................................................... 34 Section 20.1 Interpretation ................................................................................................... 34 Section 20.2 Choice of Law; Venue ..................................................................................... 34 Section 20.3 Dispute Resolution .......................................................................................... 34 Section 20.4 Notices ............................................................................................................. 35 Section 20.5 Survival ............................................................................................................ 35 Section 20.6 Compliance with All Laws .............................................................................. 35 Section 20.7 Good Faith & Fair Dealing .............................................................................. 36 Section 20.8 Cooperation ..................................................................................................... 36 Section 20.9 Construction .................................................................................................... 36 Section 20.10 Non-Discrimination ......................................................................................... 36 Section 20.11 Non-Exclusive Contract .................................................................................. 36 Section 20.12 Further Assurances .......................................................................................... 36

EXHIBIT A
666
iv
Section 20.13 Waivers ............................................................................................................ 37 Section 20.14 Non-Dedication of Projects ............................................................................. 37 Section 20.15 Service Contract .............................................................................................. 37 Section 20.16 No Agency, Lease, Joint Venture or Partnership ............................................ 37 Section 20.17 Account Manager ............................................................................................ 37 Section 20.18 Entire Agreement, Modification, Severability ................................................ 37 Section 20.19 Forward Contract ............................................................................................. 38 Section 20.20 No Third-Party Beneficiaries .......................................................................... 38 Section 20.21 Disentanglement .............................................................................................. 38 Section 20.22 Accountability ................................................................................................. 38 Section 20.23 Cooperation with Review ................................................................................ 38 Section 20.24 Authority .......................................................................................................... 38 Section 20.25 Counterparts .................................................................................................... 38 Table of Schedules and Exhibits
Schedule I Defined Terms
Exhibit I Expected Annual Contract Quantity and Avoided Utility Cost Exhibit II Form of Project Site Addendum
Exhibit III City-Specific Terms
Exhibit IV Insurance Requirements
Exhibit V Notices
Exhibit VI Ava Termination Payment Schedule
Exhibit VII City Termination Payment Schedule

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RENEWABLE ENERGY & STORAGE POWER PURCHASE AGREEMENT
This Renewable Energy & Storage Power Purchase Agreement (this “Agreement”) is entered into as of [____], 2025 (the “Effective Date”) between the City of Livermore, a municipal corporation (“City”) and Ava Community Energy, a California joint powers authority (“Ava”).

City and Ava are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

RECITALS
WHEREAS, City wishes to engage Ava, whether directly or indirectly through one or more subcontractors, to develop, construct, operate, own, and maintain multiple photovoltaic solar Projects (each, a “Generating Project”, and collectively, the “Generating Projects”) and battery energy storage Projects (each, a “Storage Project”, and collectively, the “Storage Projects”) on a portfolio of Project Sites owned by City, as more particularly described in one or more addenda to be attached hereto and incorporated herein (each, a “Project Site Addendum” or “PSA”); WHEREAS, Ava desires to sell, and City desires to purchase, the Product on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS
Section 1.1 Contract Definitions. All capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule I to this Agreement.

ARTICLE 2
SCOPE OF TRANSACTION; PROJECT SITE ADDENDA
Section 2.1 Scope of Transaction. This Agreement governs the relationship between City and Ava, as detailed under this Section 2.1. At Ava’s discretion, any obligation of Ava under this Agreement may be performed by Ava’s affiliates, agents, representatives, contractors, and/or subcontractors acting on Ava’s behalf; provided, that Ava shall remain solely responsible for any work performed thereby. City and Ava acknowledge and agree that Ava shall own all Projects, and that Ava has engaged (i) Developer to develop and construct the Projects hereunder and to otherwise perform all obligations set forth in the EPC Agreement, and (ii) Operator to operate and maintain the Projects hereunder and to otherwise perform all obligations set forth in the O&M Agreement (either of Developer and/or Operator, as applicable, a “Subcontractor,” and together the “Subcontractors”). Subject to the terms and conditions of this Agreement and each PSA, during the Term, Ava shall supply and deliver to City all of the Product produced by or associated with each Project, and City shall purchase all such Product at the Contract Price.

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Section 2.2 Delivery of Project Energy. Subject to the provisions of this Agreement, with respect to each Generating Project, for the duration of the applicable Delivery Period, Ava shall supply and deliver the Product to the City at the Delivery Point, and City shall accept delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Ava shall be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Project Energy to the Delivery Point. Title to and risk of loss related to the Project Energy shall pass and transfer from Ava to City at the Delivery Point. City has no obligation to purchase from Ava any Project Energy that is not or cannot be delivered to the Delivery Point as a result of a Planned Outage, Forced Outage or a Force Majeure Event.

Section 2.3 Project Site Addenda. On the Effective Date, the Parties shall populate and attach hereto a PSA substantially in the form attached hereto as Exhibit II for each Project Site hereunder, and each PSA shall become part of and is hereby incorporated into this Agreement. The terms of each such PSA shall, in addition to the terms of this Agreement, govern the obligations of each Party with respect to the Projects thereunder. Any reference to this Agreement shall be a reference to this Agreement together with all PSAs, exhibits, attachments, and schedules hereto.

In the event of a conflict or inconsistency between the provisions of this Agreement and any PSA, the provisions of the PSA shall control. Each PSA may be amended at any time upon mutual agreement of the Parties confirmed in writing. The Parties agree that any PSA amended in accordance with the foregoing sentence shall supersede any prior PSA to the extent provided in such amendment and shall be effective from the date stated in the amended PSA.

ARTICLE 3

TERM AND TERMINATION
Section 3.1 Effective Date; Term. This Agreement is effective as of the Effective Date and shall end upon the expiration of all Project Terms for each Project contemplated hereunder (“Term”). With respect to each Project, the Product supply period (“Delivery Period”) commences on the Commercial Operation Date of the Project and ends on the twenty-fifth (25th) anniversary of such Commercial Operation Date (the “Initial Term”), unless terminated earlier pursuant to the provisions of this Agreement. Thereafter, the term of this Agreement may be extended as it applies to such Project, upon mutual written consent of the Parties, for successive five (5) year periods (each such period, a “Renewal Term”, and together with the Initial Term, the “Project Term”), up to a maximum Project Term of fifty (50) years. Between ninety (90) and one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, City shall provide written notice to Ava as to its desire to continue for any subsequent Renewal Term, upon which the Parties shall negotiate in good faith for sixty (60) days the revised terms, if any, applicable to such Renewal Term. After such sixty (60) day period, if the Parties have not mutually agreed upon the terms and conditions applicable to such Renewal Term, then the applicable Project Term will expire at the end of the then-current Initial Term or Renewal Term, as applicable.

Section 3.2 Early Termination of Projects
(a) Early Termination Events. With respect to each Project, prior to the Construction Start Date, the applicable Party specified below shall have the right to withdraw the affected Project from this Agreement upon the occurrence of any of the following events (each, an

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“Early Termination Event”), so long as the terminating Party provides reasonably sufficient evidence to the other Party demonstrating the occurrence of such event:
(i) Either Party may withdraw an affected Project under this Section 3.2(a) if (A) Ava encounters extraordinary subsurface conditions that were not reasonably anticipated by either Party as of the Effective Date, such as bedrock or water pipes, which have a material adverse impact on the development costs associated with such Project, and such costs cannot be adequately mitigated or eliminated by Ava using commercially reasonable efforts; (B) Ava discovers historical or cultural artifacts on the Project Site and as a result, Ava is unable to perform its obligations under this Agreement in compliance with Applicable Law; or (C) Ava discovers Adverse Environmental Conditions on the Project Site and the terminating Party provides an opinion from an independent third-party consultant that such Adverse Environmental Conditions cannot be adequately mitigated or eliminated by Ava using commercially reasonable efforts.
(ii) Only Ava may withdraw an affected Project under this Section 3.2(a) if (A) the Local Electric Utility denies Ava’s application for interconnection or easements necessary to enable the delivery of Project Energy to the Delivery Point, or the Project Site is otherwise disqualified by the Local Electric Utility due to acts or omissions of City, despite Ava’s use of commercially reasonable efforts; (B) the EPC Agreement is terminated due to the fault or withdrawal of Developer, despite Ava’s use of commercially reasonable efforts to resolve issues with the Developer and/or find a suitable replacement contractor to perform under the EPC Agreement; (C) the AHJ rejects Ava’s application for a Governmental Approval on nonadministrative or prejudicial grounds, despite Ava’s exercise of commercially reasonable efforts; (D) Ava discovers or has reasonable grounds to believe that title to the Project Site is unclear, defective or encumbered by adverse claims, restrictions or Liens, and can provide supporting documentation or evidence of such belief; or (E) any portion of the Project Site is damaged by fire, earthquake, flood or other casualty in a manner that has a material adverse effect on the installation or operation of the Project at the Project Site and such damage cannot be readily remedied. (b) Procedures. Upon any such withdrawal of a Project due to an Early Termination Event, (1) the applicable PSA shall be deemed withdrawn from this Agreement, (2) neither Party shall have any liability to the other Party with respect to the withdrawn Project other than those that survive this Agreement, and (3) Ava shall have the right to (i) deliver to City a Relocation Request in accordance with Section 11.1, and/or (ii) adjust the Contract Price in accordance with Section 5.1(b). In the case of a claim by City that a Project meets the qualification for an Early Termination Event, Ava may in good faith challenge such a claim in its reasonable judgment. Any disagreement between the Parties regarding the applicability of an Early Termination Event asserted by City shall be subject to the dispute resolution provisions of Section 20.3.

ARTICLE 4
PROJECT DEVELOPMENT; MILESTONES
Section 4.1 Generally. Ava shall, directly or indirectly through Developer, develop, design, engineer, construct, install, and commission each Project in a timely fashion and in accordance with the terms of this Agreement, Prudent Operating Practice, and Applicable Law.

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Section 4.2 Development Progress Reports. With respect to each Project, starting on the Effective Date until all Projects hereunder have achieved COD, Ava shall provide quarterly progress reports (a “Progress Report”) to City which describe Ava’s progress in achieving Construction Start and COD for each Project therein. Ava shall also provide City with any reasonably requested documentation (subject to confidentiality restrictions) directly related to the achievement of Construction Start or COD for any Project within twenty (20) Business Days of receipt of such request from City.

Section 4.3 Project Design Approval. With respect to each Project, no later than fifty (50) days prior to the Estimated Construction Start Date, Ava shall deliver to City (i) a design & construction schedule, (ii) all drawings, plans, and specifications for the construction of the Project, and (iii) production estimation reports from Helioscope (or any comparable entity) (the “Design Plan”), which shall be subject to approval by City in its reasonable discretion. Within fourteen (14) days following the date on which the Design Plan is received by City, City shall provide written notice to Ava either (a) accepting the Design Plan, or (b) rejecting the Design Plan, along with its commercially reasonable explanation for doing so, including, but not limited to, reference to (x) any operational issues at the applicable Project Site, or (y) substantial revisions to the original draft design plan upon which indicative pricing was based. If City rejects the Design Plan under clause (b) above, within twenty-one (21) days of receipt of City’s rejection, Ava, directly or indirectly through Developer, shall modify the Design Plan to address City’s objections (such modified plan, the “Modified Design Plan”) and submit such Modified Design Plan to City for approval in its reasonable discretion. Within fourteen (14) days following the date on which the Modified Design Plan is received by City, City shall provide written notice to Ava indicating its acceptance or rejection of the Modified Design Plan. If City accepts the Modified Design Plan, such Modified Design Plan shall be deemed the applicable Design Plan for such Project. If City rejects the Modified Design Plan, the Parties shall resolve their differences in accordance with the dispute resolution procedures set forth in Section 20.3. Notwithstanding the foregoing, if Ava determines in its reasonable discretion that adherence to the Design Plan review periods and deadlines set forth in this Section 4.3 would render Ava’s ability to perform its obligations under this Agreement impossible or infeasible for any Project due to any deadlines for a necessary Governmental Approval or Critical Milestones hereunder, the Parties shall mutually agree in writing to the minimum changes to the deadlines set forth in this Section 4.3 necessary to make this Agreement capable of being performed and administered in accordance with its terms, while attempting to maximize the period during which the Design Plan is capable of being reviewed by City.
(a) Adherence to Applicable Law. Notwithstanding anything to the contrary in this Agreement, the Parties recognize and acknowledge that the Design Plan and Modified Design Plan, if any, shall be subject to the requirements of all applicable permitting and approval processes by the applicable AHJ, and any Design Plan and/or Modified Design Plan may be modified at any time prior to COD as necessary to obtain any required Governmental Approvals.

Section 4.4 Construction Start.
(a) Construction Start. With respect to each Project, “Construction Start” shall be deemed to have occurred once (i) Ava and/or Developer, as applicable, has engaged all major contractors and ordered all major equipment and supplies as, in each case, can reasonably

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be considered necessary so that physical construction of such Project may begin and proceed to completion without foreseeable interruption of material duration, (ii) Ava has delivered to City, directly or indirectly through Developer, a Design Plan which has been approved by City in its reasonable discretion in accordance with Section 4.3, and (iii) Ava has issued a notice to proceed to Developer that authorizes Developer to mobilize the Project Site and begin physical construction of the Project at the Project Site. The date of Construction Start will be evidenced by and subject to Ava’s delivery to City of written notice indicating the occurrence of Construction Start, and the date stated in such notice shall be the “Construction Start Date”.

Section 4.5 Obligation to Interconnect. Ava shall, at its own cost and expense, negotiate and enter into an Interconnection Agreement and such other agreements with the Local Electric Utility as needed to enable the transmission of Project Energy to the Delivery Points. City shall not be responsible for any costs under the Interconnection Agreement or any other agreements between Ava and the Local Electric Utility, including but not limited to the costs of any upgrades to the Transmission System associated with the interconnection of the Project. In no event shall City be required to maintain the interconnection facilities, including metering facilities, or for the cost and expense associated therewith.

Section 4.6 Commercial Operation.
(a) Commercial Operation Deadline. With respect to each Project, Ava shall cause the Commercial Operation Date to occur no later than the Commercial Operation Deadline. (b) Force Majeure Delay. If Ava’s timely achievement of the Commercial Operation Date is impacted by a Force Majeure Event (“Force Majeure Delay”), Ava shall be entitled to extend the Commercial Operation Deadline on a day-for-day basis for the duration of such Force Majeure Delay up to no more than one hundred twenty (120) days (“FM Delay Cure Period”), so long as Ava provides to City written notice of a Force Majeure Event in accordance with the requirements set forth in Section 10.1 on or before the Commercial Operation Deadline.

For the avoidance of doubt, no Delay Damages shall be owed during such FM Delay Cure Period. (c) COD Delay Notice; COD Delay Cure Period. Ava shall provide City with advanced notice of any delay in achieving COD by the Commercial Operation Deadline (“COD Delay Notice”) at least forty (40) days in advance of the Commercial Operation Deadline (or, if Ava’s anticipation of such delay does not arise until after such advanced window, then as soon as reasonably practicable following such anticipation arising). If the Project has not achieved COD by the Commercial Operation Deadline (as extended by any FM Delay Cure Period thereto), then Ava may avoid an Ava Event of Default for the duration of the COD Delay Cure Period by passing through to the City the Delay Damages received from Developer pursuant to Section 5.6. Prior to the expiration of the COD Delay Cure Period, as long as Ava has provided the COD Delay Notice to City and passed through all Delay Damages received from Developer in accordance with this Section 4.6(c), Ava’s failure to achieve COD by the Commercial Operation Deadline shall not be deemed an Ava Event of Default. Upon either (A) Ava’s failure to timely pass through the Delay Damages, or (B) Ava’s failure to achieve COD on or prior to the expiration of the COD Delay Cure Period, in each case for any reason other than a Force Majeure Delay or City’s fault or negligence, Ava shall be deemed a Defaulting Party pursuant to Section 13.1(a) and City shall have the right to declare an Ava Event of Default and terminate the applicable Project.

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(i) Acknowledgement of Liquidated Damages. Each Party agrees that (1) the damages that City would incur due to Ava’s delay in achieving COD by the Commercial Operation Deadline would be difficult or impossible to predict with certainty, and (2) the prorated Delay Damages passed through pursuant to Section 5.6 are an appropriate approximation of such damages.
(d) COD Confirmation; Commissioning Tests. With respect to each Project, Ava shall (i) take all actions and obtain all approvals necessary to meet the obligations of this Agreement, to develop the Project, and to deliver the Product to City pursuant to the terms of this Agreement, and (ii) use commercially reasonable efforts to cause Developer to comply with all applicable CAISO and Local Electric Utility requirements for pre-operational testing. No later than three (3) Business Days prior to conducting a pre-operational test in connection with Commercial Operation of the Project (a “Commissioning Test”), Ava shall notify City of the date on which it intends to retain a Licensed Professional Engineer to conduct such Commissioning Tests. City shall have the right to be present during any such Commissioning Test, and to receive copies of an Installed Capacity Certificate issued by the Licensed Professional Engineer thereafter. Ava may change the date for such Commissioning Tests upon three (3) days’ advanced written notice of the Commissioning Test. On or promptly following the Commercial Operation Date (but in no event later than ten (10) Business Days thereafter), Ava shall provide notice to City confirming the occurrence of the Commercial Operation Date.

ARTICLE 5

INVOICING AND PAYMENT
Section 5.1 Billing and Payment Terms.
(a) Calculation of Monthly Payment. On a monthly basis during the Delivery Period, City shall pay Ava a Monthly Payment for all Product delivered hereunder, which shall be calculated in accordance with the following:
(i) With respect to each Project, the “PV Payment” shall be determined by multiplying (i) all PV Energy delivered to City at the Delivery Point during the applicable Contract Month by (ii) the Renewable Rate. The “Storage Payment” shall be calculated by multiplying (i) the Storage Inverter Power for such Project by the Storage Rate. Notwithstanding the foregoing, the Parties acknowledge and agree that (1) the Renewable Rate and the Storage Rate set forth in the applicable PSA shall be subject to an annual escalation of two percent (2.00%) (the “Annual Escalator”), and (2) other than with respect to such Annual Escalator, such Renewable Rate and Storage Rate are to remain fixed for the duration of the Term, except as otherwise set forth in Section 5.1(b) and Section 5.1(c).
(ii) The sum of the PV Payment and the Storage Payment shall constitute the “Project Monthly Payment”, and the sum of all Project Monthly Payments for all Projects hereunder shall constitute the “Monthly Payment”. (b) Adjustments to Contract Price. In the event that any Project is terminated or withdrawn from this Agreement due to an Early Termination Event, a City Event of Default, or a Lawful Permitting Denial Event occurring prior to COD for such Project, or otherwise on or before

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the end of the calendar year following COD for such Project, Ava may revise the applicable Contract Price, the amount of which shall be at its sole discretion so long as such revised Contract Price provides the City Portfolio with estimated Total System Benefit of at least one-half percent (0.5%) of City’s estimated cumulative Project Site utility expenses during the Term if the Project did not exist (the “Total System Benefit Target”). Upon Ava’s delivery of written notice to City of such revised Contract Price in accordance with the foregoing, such revised Contract Price shall take effect under this Agreement, and neither Party shall have any liability to the other with respect to the withdrawn Project(s) other than those that survive this Agreement. Any adjustment to the Contract Price pursuant to this Section 5.1(b) shall be effectuated in accordance with the process set forth in Section 2.3.
(c) Monthly Bill Credit. On a monthly basis during the first five (5) years of the Initial Term, Ava shall credit the City in the form of a monthly bill credit to City’s monthly invoice, which shall be calculated by multiplying (i) the aggregate Storage Capacity of each Project in the City Portfolio, by (ii) two dollars ($2) per kWh (the product of (i) and (ii), the “Monthly Bill Credit”); provided, however, that no Monthly Bill Credit shall be applied during any Contract Month during which any of the following has occurred and is ongoing for the duration of such Contract Month: a (a) City Project Default, (b) City Portfolio Default, (c) Forced Outage, and/or (d) Force Majeure Event (each, a “Bill Credit Disqualifying Event”). If a Bill Credit Disqualifying Event only applies to particular Projects and not the entire City Portfolio, the Monthly Bill Credit shall be adjusted on a pro rata basis based on the Storage Capacity of the affected Projects. The Monthly Bill Credit shall be delivered from Ava to City in the form of a bill credit on a monthly invoice issued hereunder which reduces the Monthly Payment owed by the City. Notwithstanding the foregoing in this Section 5.1(c), at any time after the Effective Date, Ava may, at its discretion, (x) eliminate or reduce the Monthly Bill Credit, and/or (y) provide to City one or more lump sum incentive payments in the form of a bill credit, in each case, if Ava reasonably determines that such modification to the bill credits will result in greater estimated Total System Benefit to City; provided, upon City’s reasonable request, Ava shall deliver to City documentation and calculations supporting its determination hereunder.

Section 5.2 Monthly Invoices. Ava shall invoice City on a monthly basis, the delivery of which shall be no later than forty-five (45) days following the end of the applicable monthly billing period. Failure to send such invoice within ninety (90) days following the end of the applicable monthly billing period shall relieve the City of any liability for payment of the Product for such month. Such monthly invoices shall provide the following information (collectively, the “Invoice Information”): (i) the records of data from the Meter indicating all PV Energy and Discharging Energy, as applicable; (ii) the Monthly Payment owed; and (iii) any Optimization Savings accrued during the month, if any; provided, that if Ava has not received the Invoice Information from Subcontractor within forty-five (45) days following the end of the applicable monthly billing period, Ava may deliver an invoice to City based on historical trends, the amount owed under any such invoice shall be adjusted upon Ava’s receipt of the Invoice Information from Subcontractor.

Section 5.3 Payment Terms. Subject to Section 5.5, all amounts due under this Agreement are due and payable net thirty (30) days following receipt of an invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date shall be considered late and will bear interest on the unpaid balance. Any

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undisputed portion of the invoice amount not paid within such thirty (30)-day period shall accrue interest at the lesser of (x) an annual rate of five percent (5%) or (y) the maximum rate permitted under Applicable Law (the “Interest Rate”). All payments shall be made in U.S. dollars.

Section 5.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if (i) City or Ava discovers any good faith inaccuracies or errors in the Invoice Information that are not otherwise disputed under Section 5.5, or (ii) an adjustment to an amount previously invoiced or paid is otherwise required due to a correction of data. If the required adjustment is in favor of City, City’s next Monthly Payment shall be credited in an amount equal to the adjustment.

If the required adjustment is in favor of Ava, Ava shall add the adjustment to City’s next monthly invoice. Adjustments in favor of either Party shall bear interest at the Interest Rate, until settled in full, accruing from the date on which the adjusted amount should have been due.

Section 5.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement, or adjust any invoice for any computational error within twelve (12) months of the date of such invoice or adjustment to such invoice was rendered. In the event any invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due pursuant to Section 5.3. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution, along with interest accrued at the Interest Rate, from and including the original due date but excluding the date of payment following resolution. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 5.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent such dispute arises out of any misinformation originating from a third party not affiliated with any Party and such third party corrects its information after such 12-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

Section 5.6 Pass Through Damages. To the extent that Ava receives any Delay Damages, Guaranteed Storage Damages, or Guaranteed Energy Damages from Developer or Operator pursuant to the terms of the EPC Agreement or O&M Agreement, as applicable, Ava shall pass through such amounts (collectively, the “Pass-Through Damages”) to the City in full, less any reasonably incurred costs by Ava to (i) remedy the underlying default under the EPC Agreement or O&M Agreement, as applicable, (ii) perform any Removal Services at the applicable Project Site, or (iii) collect such amounts from the applicable Subcontractor, including attorneys’ fees (such costs, the “Ava Pass-Through Costs”). With respect to the Delay Damages only, upon Ava’s delivery to the City of the applicable Pass-Through Damages, Ava’s obligation to the City with respect to such incurred Delay Damages under this Agreement shall be deemed satisfied in full and any corresponding default hereunder shall be deemed remedied, regardless of the amount of Ava Pass-Through Costs; provided, however, that in no event shall the Ava Pass-Through Costs exceed the amount of Pass-Through Damages. Such Pass-Through Damages shall be passed through from Ava to the City within ninety (90) days of receipt from Subcontractor in the form of a bill credit on a monthly invoice issued hereunder which reduces the Monthly Payment owed by the City.

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Section 5.7 Books and Records.
(a) Maintenance of Records. The Parties shall maintain (i) any and all documents and records that demonstrate performance under this Agreement and any lease or license relating to the Projects, (ii) all ledgers, books of account, invoices, vouchers, cancelled checks, and other documents evidencing or relating to charges for services, and (iii) any records of expenditures and disbursements charged to the other Party, for a minimum period of two (2) years, or for any longer period required by Applicable Law, from the date of final payment to Ava pursuant to this Agreement. Unless otherwise required by law or directed otherwise by Ava in writing, an electronic copy of any record shall be deemed an original. (b) Inspection. Any documents required to be maintained pursuant to this Agreement shall be made available upon reasonable notice for inspection or audit at no cost to the requesting Party, at any time during regular business hours, upon written request by a designated representative of the requesting Party. The non-requesting Party shall provide copies of such documents to the requesting Party for inspection at a time and place that is convenient to the requesting Party.

Section 5.8 Taxes. Each Party shall be responsible for its respective portion of the taxes hereunder; provided, however, that nothing shall obligate or cause either Party to pay or be liable to pay any taxes for which it is exempt under Applicable Law. (a) City’s Taxes. City is responsible for (i) payment of, or reimbursement to Ava for, all taxes assessed on (A) the PV Energy delivered to City at the Delivery Point, and (B) the Storage Inverter Power provided by the Project for the monthly Storage Payment, and (ii) real property taxes for the property where the Project is located, but only for real property taxes arising from City’s use of the property and no one else. If City is required by law or regulation to remit or pay taxes that are the responsibility of Ava or Subcontractors hereunder, then within ninety (90) days following written notice from City of the taxes paid and applicable amounts, Ava shall reimburse City for the amount of any such paid taxes. Nothing herein shall obligate or cause City to pay or be liable to pay any taxes for which it is exempt under Applicable Law. (b) Ava’s Taxes. Ava is responsible for payment of, or reimbursement to City for (i) income taxes or similar taxes imposed on Ava’s revenues due to the sale of electricity or capacity under this Agreement, and (ii) personal property taxes imposed on the Project, if any.

ARTICLE 6
PROJECT SITE ACCESS; PROPERTY OWNERSHIP
Section 6.1 Access Rights.
(a) Non-Exclusive License. With respect to each Project Site, City hereby grants, subject to the terms of this Section 6.1(a), to Ava and to Ava’s affiliates, employees, contractors (the “Licensees”), and assignees a non-exclusive, irrevocable, sub-licensable license running with the Project Site (the “Non-Exclusive License”) for access to, on, over, under, and across the Project Site from the Effective Date until the date that is one hundred eighty (180) days after the earlier of (x) termination of the applicable PSA, or (y) the expiration of the applicable Project Term (the “License Term”), for the purposes of performing all of Ava’s obligations and

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enforcing all of Ava’s rights set forth in this Agreement, and otherwise as required by the Licensees in order to effectuate the purposes of this Agreement (including, without limitation, subject to approval by the City in its reasonable discretion as to the specific additional location, the right to use additional space on or near the Project Site as reasonably necessary for the installation, interconnection, operation, maintenance, repair, replacement, and removal of the Project Equipment, Delivery Equipment, and any other additional necessary equipment and appurtenances running between the Project and the Delivery Point).
(b) Notification of Access. The Licensees shall provide proper notice to City and comply with City’s site safety and security requirements, as set forth in Attachment A of the applicable PSA, when on the Project Site during the License Term. The Licensees shall provide reasonable advanced notice prior to entry, which shall be no less than fourteen (14) days, to City or his or her designee, of Licensee’s intent to first exercise the access rights set forth in this Section 6.1(b); provided, however, in the event of a Forced Outage, Force Majeure Event or other emergency, or if access is required in connection with a City-Requested Outage pursuant to Section 7.8, the Licensees shall provide as much reasonable advanced notice as is practicable under the circumstances prior to such entry. City will not charge rent for such right to access the Project Site. City may delay or deny access to Licensees for good cause by providing written notice of such delay or denial no more than ten (10) days after City receives notice of any Licensee’s intent to exercise access rights; provided, however, if City delays or denies access to Licensees for any reason during the applicable Delivery Period, and such delay or denial has a material adverse effect on Ava’s ability to satisfy the Guaranteed Energy Production and/or the Guaranteed Storage Availability, a City-Requested Outage shall be deemed to have occurred for the duration of such delay or denial.
(c) Maintenance of License. During the License Term, City shall preserve and protect the Licensees’ rights under the Non-Exclusive License and Licensees’ access to the Project Site and shall not interfere or permit any third parties under City’s control to interfere with such rights or access. Notwithstanding anything to the contrary contained herein, Ava shall have the right to assign or sublicense the Non-Exclusive License to Subcontractors and their agents, employees, and contractors, or to any Financing Party. The Financing Parties are intended third party beneficiaries of City’s agreements in the Non-Exclusive License. Upon any rejection or early termination of the Agreement pursuant to any process undertaken with respect to Ava under the United States Bankruptcy Code, at the request of any Financing Party made within ninety (90) days of such termination or rejection, City shall execute a new grant of Non-Exclusive License(s) in favor of the Financing Parties, or their designees, on substantially the same terms as this NonExclusive License and in a manner consistent with the City-Specific Terms included as Exhibit III. City will not take any action inconsistent with the foregoing. (d) Rights of Licensees. With respect to each Project, the rights granted to the Licensees pursuant to the Non-Exclusive License for the duration of the License Term shall include the following, without limitation:
(i) The right to use City’s water already available and accessible to the Project Site (a) solely for cleaning the Projects in a manner that is not wasteful (it being understood and agreed that the Licensees’ right to such water is non-exclusive in that City and other third

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parties may also access such water) or (b) as otherwise required by Applicable Law or Governmental Authority;
(ii) The right to connect and use the electrical systems and internet located upon the Project Site and, as reasonably necessary, on nearby property owned or controlled by City, during the installation, construction, and operation of the Project, provided however, that internet access shall be granted under commercially reasonable conditions set forth by and subject to the approval of the applicable City authority, which approval shall not be unreasonably withheld;
(iii) After (a) receipt of written consent from City (not to be unreasonably withheld, delayed or conditioned) on the preferred method, timing, and specific vegetation to be impacted and (b) issuance of any permit required under Applicable Law, the right to remove, trim, prune, top, or otherwise control the growth of any tree, shrub, plant, or other vegetation; and
(iv) After (a) receipt of written consent from City (not to be unreasonably withheld, delayed or conditioned) on the preferred method, timing, and specific objects to be impacted and (b) issuance of any permit required by Applicable Law, the right to remove any object on the Project Site that obstructs, interferes with or impairs the Project or its operations.
(v) In addition to the foregoing, City shall grant the Licensees a nonexclusive license over, across, and upon portions of the real property owned by City that lie outside of the Project Site for the limited purposes set forth in subclauses (i) through (iv). (e) Memorandum of License. City agrees that Ava, upon request to and approval from City, may record a memorandum of the Non-Exclusive License and Ava’s rights under this Agreement, and any amendments, assignments or sublicenses thereto, in each instance in form and substance mutually acceptable to each Party in its reasonable discretion. With respect to each Project, the Parties shall finalize a form of memorandum of license prior to the applicable Commercial Operation Date that can be recorded by Ava in the public land records in the county in which the Project Site is located. Upon termination of this Agreement or any PSA hereunder, with respect to the affected Projects, the Parties shall execute and cause to be recorded a memorandum providing record notice of such termination. (f) Ground-Mounted Generating Projects. The Parties acknowledge and agree that as of the Effective Date, no Generating Project hereunder is contemplated to be groundmounted; provided, however, if, during the Term, as a result of a reasonably documented design change for any Generating Project, such Project is redesigned by Ava to be ground-mounted and located within a secured fenced area on the Project Site, City hereby grants to the Licensees an exclusive, sub-licensable license running with the Project Site (the “Exclusive License,” and together with the Non-Exclusive License, the “Licenses”) for purposes of the installation, operation, use, and maintenance of the Project on such exclusively licensed area of the Project Site during the License Term.

Section 6.2 Ownership of Projects.

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(a) Ownership of Projects; Personal Property. Throughout the Term, Ava shall be the legal and beneficial owner of each Project, and each Project will remain the personal property of Ava and will not attach to or be deemed part of or fixture to the applicable Project Site or any Improvement on which such Project is installed. Each of Ava and City agree that Ava is the tax owner of each Project, and all tax filings and reports shall be filed in a manner consistent with this Agreement. Each Project will at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code.
(b) Notice to City Lienholders. The City shall use commercially reasonable efforts to provide notice to all parties having a Lien on the applicable Project Site or any Improvement on which a Project is installed regarding the ownership of such Project and the legal status or classification of such Project as personal property. If any mortgage or fixture filing against any Project Site could reasonably be construed as prospectively attaching any Project as a fixture on such Project Site, the City shall provide a disclaimer or release from such lienholder. (c) Fixture Disclaimer. With respect to each Project Site, if the City is the fee owner of such Project Site, City consents to the filing of a disclaimer of any Project thereon as a fixture of the Project Site in the office where records are customarily filed in the jurisdiction where the Project Site is located. If the City is not the fee owner, the City shall obtain such consent from the applicable fee owner. For the avoidance of doubt, in either circumstance Ava shall have the right to file such disclaimer.

Section 6.3 Covenants and Obligations Regarding Liens. The City shall not directly or indirectly cause, create, incur, assume, or suffer to exist any mortgage, pledge, step order, lien (including mechanics, labor or materialmen’s lien), charge, security interest, encumbrance or claim (each, a “Lien”) on or with respect to the Projects or any portion thereof, in favor of any Person other than a Financing Party. Ava shall not directly or indirectly cause, create, incur, assume, or suffer to exist any Lien on or with respect to any equipment or property of City, other than those Liens that Ava is permitted by Applicable Law to place on the City’s interest in a Project Site due the City’s non-payment of amounts due under this Agreement. If either Party breaches its obligations under this Section 6.3, such breaching Party shall (i) promptly notify the other in writing, (ii) cause any Lien to be discharged and released of record within fifteen (15) days of breaching Party having received written notice thereof, without cost to the other Party, and (iii) indemnify the non-breaching Party against all claims, losses, costs, damages, and expenses, including reasonable attorneys’ fees, incurred in discharging and releasing such Lien.

ARTICLE 7

PROJECT SITE MAINTENANCE
Section 7.1 General Covenants. Each Party covenants to and for the benefit of the other Party that throughout the Term:
(a) Each Party shall maintain (or obtain from time to time, as required) all Governmental Approvals necessary for it to legally perform its obligations under this Agreement. (b) Each Party shall undertake its obligations under this Agreement in compliance with (i) all Applicable Law (including, but not limited to, those related to workplace

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safety, employment discrimination, prevailing wage, non-discrimination and non-preference, and conflicts of interest); (ii) Prudent Operating Practices; (iii) all applicable operating policies, criteria, rules, guidelines, tariffs, and protocols of the CAISO and the Local Electric Utility; and (iv) all applicable requirements of the CPUC, CARB, FERC, NERC, and WECC (including WECC Scheduling Practices).

Section 7.2 Transmission and Distribution Maintenance Information. If either Party receives information through CAISO or from the Local Electric Utility regarding maintenance that will have a material adverse effect on the Generating Project or which may result in a Forced Outage, it will provide the information promptly to the other Party.

Section 7.3 Use of Equipment. Ava shall maintain and use all equipment in a safe and workmanlike manner at all times. Ava shall prevent or avoid conducting or permitting activities on, in, or about the Project Site or the Improvements that have a reasonable likelihood of causing damage or impairment, or otherwise adversely affecting the Project, Project Site, or Improvements.

Ava shall indemnify City for any loss or damage to the Project, Project Site, or Improvements to the extent caused by or arising out of (i) Ava’s breach of its obligations under this Section 7.3 or (ii) the acts or omissions of Subcontractor (or its employees, agents, invitees, or separate contractors) following its failure to cure those actions contemplated under sub-clause (i) or (ii) within sixty (60) Business Days’ receipt of City’s notice, which shall be provided no later than ten (10) Business Days from City becoming aware of such breach, act, or omission.

Section 7.4 Insolation. City acknowledges that unobstructed access to sunlight (“Insolation”) is essential to Ava’s performance of its obligations and a material term of this Agreement. City shall not cause or permit any interference with the Generating Project’s Insolation and to the extent within its reasonable control shall ensure that vegetation on the Project Site adjacent to the Generating Project is regularly pruned or otherwise maintained to prevent interference with the Generating Project’s Insolation. City shall provide necessary approvals or acknowledgements to enable the delivery of a shade report from SunEye (or a comparable entity) within the five (5) Business Days prior to the Commercial Operation Date. If the Insolation of the Project is materially reduced during the Term due to new obstructions or vegetation, the Expected Annual Contract Quantity shall be reduced in proportion to the decrease in Insolation. If City discovers any activity or condition that could diminish the Insolation of the Generating Project, City shall immediately notify Ava and cooperate with Ava in preserving and restoring the Generating Project’s Insolation levels as they existed on the Effective Date and as allowed by Applicable Law and within the reasonable control of the City.

Section 7.5 City Maintenance of Project Site. City shall, at its sole cost and expense, maintain the Project Sites and Improvements in good condition and repair. City, to the extent within its reasonable control, (i) shall ensure that the Project Sites remain interconnected to the local utility grid at all times, and (ii) shall not permit cessation of electric service to the Projects from the local utility. City is fully responsible for, and shall properly maintain in full working order and good repair, the electrical infrastructure on the City’s side of the Delivery Point, including all of City’s equipment that utilizes the Project’s outputs. City shall cooperate with Ava and Subcontractors to comply with any technical standards of the utility providing electrical power to the City.

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Section 7.6 No Alteration of Project Site. City shall inform Ava in writing not less than thirty (30) days prior to making any alterations or repairs to the Project Site (except for emergency repairs) or any Improvement that may have an Adverse Effect on the operation and maintenance of the Project. Thereafter, City shall use commercially reasonable efforts to conduct such repairs, alterations, or Improvements in compliance with any reasonable request by Ava to mitigate such Adverse Effect, which request shall be made by Ava within ten (10) days after having received written notice from City. If any repair, alteration, or Improvement results in a permanent and material adverse economic impact on the Project, City may request relocation of the Project under Article 11 hereof. To the extent that temporary disconnection or removal of the Project is necessary to perform such alterations or repairs, Ava shall use commercially reasonable efforts to perform such work, and any re-connection or re-installation of the Project, at City’s cost. Ava shall use commercially reasonable efforts to make any alterations and repairs in a good and workmanlike manner, in compliance with all Applicable Law. For purposes of this Section 7.6, “Adverse Effect” means any set of circumstances or facts which impairs or limits the performance of the Project, including, but not limited to, any event, circumstance or fact that could (i) reduce the solar production of the Generating Project, (ii) adversely impact the performance of the Storage Project, (iii) violate the underlying Project Equipment’s safety and operating standards, or (iv) void any warranty of the Project or the underlying Project Equipment.

Section 7.7 Project Repair and Maintenance. Ava shall, directly or indirectly through Operator, cause each Project to be operated and maintained in accordance with Prudent Operating Practices for the duration of the applicable Project Term. Ava shall use commercially reasonable efforts to provide City with a read-access account to an online portal for monitoring Project performance during the Project Term. Ava may cause Operator to suspend delivery of electricity from the Project to the Delivery Point for the purpose of maintaining and repairing the Project; provided, that Ava shall cause Operator to use commercially reasonable efforts to (i) minimize any interruption in service to the City and (ii) limit any such suspension of service to weekend or offpeak hours. Scheduled and unscheduled maintenance and repairs shall be undertaken at Ava’s sole cost and expense, except that City shall reimburse Ava for the reasonable cost of any repairs or maintenance resulting from damage caused by City, its agents, employees or contractors. Ava will provide to City a written schedule of times when a Project, or a portion thereof, will be unavailable due to planned inspection or maintenance for the Project (each a “Planned Outage”) for each Contract Year no later than thirty (30) days prior to the first day of the applicable Contract Year.

City may provide comments no later than ten (10) days after receiving any such schedule, and Ava will in good faith take into account any such comments. Ava will deliver to City the final updated schedule of Planned Outages no later than ten (10) days after receiving City’s comments. Ava shall be permitted to reduce deliveries of Product during any period of such Planned Outages; provided, however, such Planned Outages shall not exceed one hundred twenty (120) hours in any calendar year, plus such additional hours as are reasonably necessary for Ava to comply with maintenance, as required by Applicable Law. Notwithstanding the foregoing, Ava shall be permitted to reduce deliveries of Product during a (i) Forced Outage or (ii) a Force Majeure Event, as the result of either of which, Ava shall provide City written notice of such event, including the anticipated duration, if known. Except to the extent expressly provided under this Agreement, City shall have no obligations or liability with respect to the maintenance or repair of Project Equipment.

Section 7.8 City-Requested Outages. With respect to each Project, upon City’s written request, Ava shall cause Operator to take such Project off-line for a total of five (5) days during

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each Contract Year (each event a “City-Requested Outage” and the five-day period the “Outage Allowance”). The Outage Allowance includes all City-Requested Outage hours undertaken by Operator for maintenance or repairs for which City is responsible pursuant to Section 7.7 or requested by City under this Section 7.8 (other than due to the fault or negligence of Ava). City’s request shall be delivered at least five (5) days in advance. City is not obligated to accept or pay for electricity from the Project for City-Requested Outages up to the annual Outage Allowance. If City’s aggregate hours for City-Requested Outages exceed the Outage Allowance in a given Contract Year, other than due to a Force Majeure Event, Ava shall cause Operator to reasonably estimate the amount of electricity, based on the daily average derived from consumption of Project Energy from the consecutive three (3) weeks immediately preceding the latest City-Requested Outage, that would have been delivered to City during such excess City-Requested Outages, and City shall pay Ava for such amount in accordance with this Agreement.

Section 7.9 Use and Payment of Contractors and Subcontractors. Ava may use properly licensed and qualified contractors and subcontractors to perform its obligations under this Agreement. Ava shall ensure that all contractors and subcontractors are sufficiently qualified and experienced equal to the standard observed by a competent practitioner of the profession in which the consultant or subcontractor is engaged. However, Ava shall be responsible for the quality of the work performed by its contractors and subcontractors. Ava shall pay when due all valid charges from all contractors, subcontractors, and suppliers supplying goods or services to Ava under this Agreement.

Section 7.10 Prevailing Wages; Hiring Requirements.
(a) Prevailing Wage. In accordance with the terms of the EPC Agreement, Ava shall use reasonable efforts to ensure that all contractors, subcontractors, and employees hired or contracted by Developer which will perform construction work or otherwise provide services on any Project Site related to the construction of any Project (such work or services, the “On-Site Services,” and each such contractor or subcontractor, an “On-Site Contractor”) are paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable California law, if any. Nothing in the EPC Agreement shall require Developer or its subcontractors or contractors to comply with, or assume liability created by, inapplicable provisions of any California labor laws.
(b) Hiring Requirements. In accordance with the terms of the EPC Agreement, Ava shall use commercially reasonable efforts to cause Developer and/or each On-Site Contractor to (i) hire individuals who reside in either Alameda County or San Joaquin County for the performance of the majority of total hours spent performing On-Site Services, and (ii) utilize union labor in the performance in On-Site Services.

Section 7.11 Notice of Hazardous Substances. If any Product being offered, delivered or supplied to the City or at the Project Site in connection with this Agreement is listed in the Hazardous Substances list of the Regulations of the Director of Industrial Relations with the California Occupational Safety and Health Standards Board, or if the Product presents a physical or health hazard as defined in the California Code of Regulations, General Industry Safety Order, Section 5194 (T8CCR), Hazard Communication, Ava shall cause Subcontractor to include a Material Safety Data Sheet (“MSDS”) with delivery or shipment to the Project Site. Each MSDS

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shall include the contract/purchase order number and identify the “Ship To Address.” Ava shall cause Subcontractor to ensure all shipments and containers comply with the labeling requirements of Title 49, Code of Federal Regulations by identifying the Hazardous Substance, name and address of the manufacturer, and the appropriate hazard warning regarding potential physical safety and health hazards.

ARTICLE 8
PERFORMANCE GUARANTEES; WARRANTIES
Section 8.1 Guaranteed Energy Production.
(a) Guaranteed Energy Production. Starting on the second (2nd) Contract Year, during each Performance Measurement Period, Ava shall be required to deliver to City no less than eighty-five percent (85%) of the Expected Annual Contract Quantity set forth on Exhibit I (the “Guaranteed Energy Production”). For purposes of determining whether Ava has achieved the Guaranteed Energy Production, Ava shall be deemed to have delivered to City the “Adjusted Energy Production”, which shall consist of (i) all Project Energy (measured in kWh) actually delivered by Ava to City during the applicable Contract Year, and (ii) any energy in the amount it could have delivered to City but was prevented from delivering to City by reason of (A) the occurrence of a Force Majeure Event (so long as such Force Majeure Event was properly declared in accordance with Section 10.1), (B) a Planned Outage, (C) a City-Requested Outage, and/or (D) a Forced Outage (“Lost Output”). For each Contract Year, Ava shall be deemed to have achieved the Guaranteed Energy Production if the Adjusted Energy Production is greater than or equal to eighty-five percent (85%) of the Expected Annual Contract Quantity.

If Ava fails to achieve the Guaranteed Energy Production amount in any Contract Year, Ava shall pay City Guaranteed Energy Damages calculated in accordance with Section 8.1(b). For purposes of this Section 8.1(a), “Performance Measurement Period” means each rolling three (3) Contract Year period starting on the second (2nd) Contract Year (i.e., Contract Years 2, 3, and 4 shall comprise the first such period, Contract Years 3, 4, and 5 shall constitute the second such period, etc.) during the Portfolio Delivery Period (and, for the avoidance of doubt, as first determined after the end of the fourth (4th) Contract Year with respect to the first Performance Measurement Period).
(b) Guaranteed Energy Damages. On or before the fifteen (15th) day of the first monthly billing period of the following Performance Measurement Period, City shall invoice Ava for all Guaranteed Energy Damages accrued, if any, during the preceding Performance Measurement Period, in accordance with the following:
(i) In any Performance Measurement Period, in the event that Ava fails to achieve the Guaranteed Energy Production, Ava shall pay City the Guaranteed Energy Damages accrued during such Performance Measurement Period; provided, however, that Ava shall have no obligation to pay Guaranteed Energy Damages in excess of seventy-five percent (75%) of the applicable PV Payments accrued during such Performance Measurement Period (the “Guaranteed Energy Damages Cap”). Guaranteed Energy Damages will be City’s sole and exclusive remedy for Ava’s failure to achieve the Guaranteed Energy Production.

Section 8.2 Guaranteed Storage Availability.

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(a) Guaranteed Storage Availability. With respect to the City Portfolio, during each Contract Year commencing with the second (2nd) Contract Year, Ava shall be required to maintain an Annual Storage Availability greater than or equal to ninety-two percent (92%) (the “Guaranteed Storage Availability”). In each Contract Year, the “Project Annual Storage Availability” shall be calculated for each Storage Project as a percentage based on the quotient of:
(A) (i) the total number of hours in the Contract Year, minus (ii) the total number of hours in such Contract Year during which the Storage Project was unavailable, other than as a result of Excused Storage Event; divided by (B) the total number of hours in the Contract Year. The “Annual Storage Availability” shall be calculated as the weighted average Project Annual Storage Availability across the City Portfolio, as adjusted by the Storage Inverter Power for each Storage Project. For purposes of determining the Project Annual Storage Availability, a Storage Project shall be deemed to be available during the occurrence of any of the following events (each, an “Excused Storage Event”): (i) Force Majeure Event, (ii) Planned Outage, (iii) City-Requested Outage (to the extent such outages do not exceed the Outage Allowance for the applicable Contract Year), or (iv) Forced Outage.
(b) Guaranteed Storage Damages. In any Contract Year, if Ava fails to achieve the Guaranteed Storage Availability, Ava shall owe City liquidated damages (“Guaranteed Storage Damages”) in an amount equal to the product of (A) the aggregate applicable Storage Payments paid by the City for such Contract Year, multiplied by (B) ninetytwo percent (92%) less the Annual Storage Availability. Such Guaranteed Storage Damages shall be credited from Ava to the City in the form of a bill credit on the monthly invoice, to be applied to the Monthly Payment starting in the month following the Contract Year for which the Guaranteed Storage Damages are owed. Such bill credit will reduce the Monthly Payment owed to Ava by the City. In the event the Guaranteed Storage Damages exceed the amount owed for the Monthly Payment, the remaining Guaranteed Storage Damages will be credited toward Monthly Payments on future monthly invoices until the Guaranteed Storage Damages have been credited in full.

Section 8.3 Ava Performance Warranties.
(a) Roof Damage Warranty. Ava shall provide to City a limited warranty for all defects in, leaks or damage to the roof of any Improvement on which any Project is installed (“Project Roof”) as a result of the installation or maintenance of such Project (“Roof Damage Warranty”). With respect to each Project, Ava shall provide such Roof Damage Warranty starting on the applicable Construction Start Date and ending on the date that is the later of (x) one (1) year after Ava’s most recent performance of installation or maintenance activities on such Project Roof, or (y) the expiration of any then-effective installer warranty provided under the EPC Agreement on the applicable Project Roof. In the event that Ava or Subcontractor damages any Project Roof during the term of the Roof Damage Warranty, Ava shall promptly repair and remedy such damage to the reasonable satisfaction of City.
(b) Workmanship Warranty. Ava warrants that each Project will be fit for its intended purpose and free from defects in design, materials, and workmanship for a period of two (2) years, starting on the Commercial Operation Date. If any Project, or any component or portion thereof, fails to conform to the foregoing warranty, Ava shall, at its own expense, remedy such defect in a timely manner.

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(c) Project Equipment Warranty. With respect to each Project, Ava warrants that on the applicable Commercial Operation Date, all Project Equipment will be (1) new, (2) Error-Free, (3) provided by a Tier 1 Supplier or CEC Listed Supplier, (4) will benefit from a manufacturer’s warranty, including an energy retention warranty, and (5) with respect to each Storage Project only, will include all of the components, functionality, and other material features that affect performance and provide the user experience of a standard, high-quality storage project.

Section 8.4 NO OTHER WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN

THIS AGREEMENT, AVA MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR

IMPLIED, AND EXPLICITY DISCLAIMS ANY WARRANTY OR GUARANTEE IMPLIED

BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF CUSTOM OR USAGE.

ARTICLE 9
RECS AND INCENTIVES; OPTIMIZATION SAVINGS
Section 9.1 Renewable Energy Credits. Upon purchasing the Product pursuant to this Agreement, City is entitled to the benefit of, and will retain all ownership interests in, the RECs associated with such Product. Ava is entitled to the benefit of, and will retain all ownership in, the Incentives. Ava shall cooperate with City in obtaining, securing, and transferring any and all RECs to the City. City is not obligated to incur any out-of-pocket costs or expenses in connection with such actions unless reimbursed by Ava. Ava shall not make any filings or statements inconsistent with City’s ownership interests in the RECs. If any RECs are delivered directly to Ava, Ava shall promptly pay or deliver such items to City. For the avoidance of doubt, so long as Ava cooperates in City obtaining all ownership interests in the RECs, Ava shall have the unrestricted right to obtain and utilize all other Incentives, Ancillary Services, and Capacity Attributes associated with the Product hereunder.

Section 9.2 Delivery of RECs. Ava shall take, or cause to be taken, all actions, and shall execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with RECs corresponding to any Project Energy are issued, tracked, and transferred in a timely manner to the City for the City’s sole benefit. Ava shall transfer the RECs to the City. Ava shall comply with all Applicable Law, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to the City and the City shall be given sole title to all such WREGIS Certificates. In addition, with respect to each Project, prior to COD, Ava shall register the Project, or cause the Project to be registered, with WREGIS, and establish an account with WREGIS (“Ava WREGIS Account”), which Ava shall maintain until the end of the applicable Delivery Period. Ava shall transfer the WREGIS Certificates using Forward Certificate Transfers from the Ava WREGIS Account to the WREGIS account(s) of the City or the account(s) of a designee that the City identifies by notice to Ava (“City WREGIS Account”).

Notwithstanding the foregoing, in the event that the City does not have a City WREGIS Account, Ava shall deliver all RECs hereunder via Attestation Form.

Section 9.3 Optimization Savings. Ava shall provide Optimization Savings with the Product. “Optimization Savings” means the savings realized on City’s utility bill(s) directly attributable to the use of the Project and shall include, but not be limited to, savings that are realized

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from demand charge management, energy arbitrage, load shaping, and coincident peak, installed capacity tag mitigation, or any front-of-the-meter savings, which shall be reflected in the form of a credit reduction to the applicable Monthly Payment on the monthly invoices issued by Ava hereunder. For the avoidance of doubt, any City savings resulting from a rate or tariff switch, Monthly Bill Credit, or other upfront Ava incentives enabled by the presence and/or operation of the Project shall be considered Optimization Savings. Ava shall provide Optimization Savings in a commercially reasonable manner, but Ava shall have discretion over the manner in which Optimization Savings are provided, including which services comprising constituent parts of Optimization Savings to provide at any particular time, to accrue Total System Benefit. Ava shall have no obligation and makes no guarantees as to the amount of Optimization Savings that will be provided to the City hereunder.

Section 9.4 Grid Services. Ava and City acknowledge that the Storage Projects are capable of generating revenue through demand response, capacity, and/or wholesale energy (collectively, the “Grid Services” and each a “Grid Service”). Grid Services may be provided through, to, or in connection with the CAISO, the Local Electric Utility, or an aggregator. Ava may enroll the Storage Project in Grid Services if (i) Ava provides advance written notice to the City and (ii) Ava determines, in its reasonable discretion, that such enrollment will not reduce the realized Optimization Savings or impair the Storage Project’s twenty percent (20%) battery backup reserve. If Ava enrolls the Storage Project in Grid Services, Ava shall receive any value resulting from the Grid Services provided, including revenues, environmental benefits, and grid reliability and resiliency.

Section 9.5 Storage Management. Ava shall, at all times during the Term, operate and maintain the Storage Projects in accordance with Prudent Operating Practice and Applicable Law.

At all times throughout the Delivery Period, Ava shall cause each Storage Project to maintain a twenty percent (20%) minimum battery back-up reserve.

ARTICLE 10
FORCE MAJEURE; BUDGETARY NON-APPROPRIATION EVENT
Section 10.1 Force Majeure Event. If either Party reasonably is unable to timely perform any of its obligations (other than payment obligations) under this Agreement, in whole or in part, due to a Force Majeure Event and without the fault or negligence of the Party relying thereon as justification for such delay, that Party will be excused from performing such obligations for the duration of the time that such Party remains affected by the Force Majeure Event; provided that such Party uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resumes performance of its affected obligations as soon as reasonably practical. The Party affected by the Force Majeure Event shall notify the other Party as soon as reasonably practical after the affected Party becomes aware that it is or will be affected by a Force Majeure Event. If the Force Majeure Event occurs during the Term and impacts the ability of the Project to deliver electricity to the Delivery Point or to provide capacity, as applicable, the Term will be extended day-for-day for each day delivery is suspended due to the Force Majeure Event.

Section 10.2 Termination Due To Force Majeure. With respect to each Project, after the Commercial Operation Date, either Party shall have the right, but not the obligation, to either (a) terminate the applicable Project or (b) relocate the applicable Project in accordance with

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Section 11.1, in each case, after the occurrence of the following (each, a “Force Majeure Failure”): (1) due to a Force Majeure Event, Ava is unable to meet its obligations under this Agreement for a period greater than ninety (90) consecutive days; or (2) the Project is (i) destroyed by a Force Majeure Event and Ava is unable to rebuild the Project within one (1) year, or (ii) rendered permanently inoperable by a Force Majeure Event. For the avoidance of doubt, any Force Majeure Delay occurring prior to the Commercial Operation Date shall be subject to the requirements in Section 4.6(b).

Section 10.3 Budgetary Non-Appropriation Event. Notwithstanding anything to the contrary, due to the constitutional limitations levied on City, City may be unable to appropriate funds for the procurement of any utility services for a particular fiscal year (a “Budgetary NonAppropriation Event”). If a Budgetary Non-Appropriation Event occurs with respect to City during the Delivery Period of any Project hereunder, then City shall notify Ava of the starting date of such Budgetary Non-Appropriation Event (the “Non-Appropriation Start Date”) within thirty (30) days of its receipt of the invoice for the first month affected by such Budgetary NonAppropriation Event. During a Budgetary Non-Appropriation Event, if City does not otherwise have other funds available to make payments due under this Agreement, City is not obligated to accept delivery of, or pay for, any Product delivered under this Agreement for the period starting on the Non-Appropriation Start Date until such Budgetary Non-Appropriation Event has terminated (such period, the “Non-Appropriation Period”), which shall be confirmed by City in a writing timely delivered to Ava after the City has properly appropriated funds for payment hereunder. For the avoidance of doubt, during the Non-Appropriation Period, Ava shall have no obligation to deliver any Product hereunder. City agrees that it shall use its best efforts to seek appropriation for utility services during the term of this Agreement. If a Budgetary NonAppropriation Event continues for more than one hundred eighty (180) days, Ava (but not City) may, at its sole discretion, terminate this Agreement.

Section 10.4 Exercise of City Permitting Authority. If Ava, acting in good faith, reasonably determines that City lawfully, fairly, and neutrally applied its authority to deny, suspend, revoke or terminate a certificate, permit, franchise, approval, authorization, or power under Applicable Law for any Project (its “Permitting Authority”), and such lawful exercise of the City’s Permitting Authority causes Ava or Subcontractor to be unable to lawfully conduct operations on the Project Site (a “Lawful Permitting Denial Event”), then Ava may, at its sole discretion, terminate the Affected Projects in accordance with Section 10.5 below. If such Lawful Permitting Denial Event occurs prior to the Commercial Operation Date of the Affected Project, Ava shall have the right to adjust the Contract Price in accordance with Section 5.1(b).

Section 10.5 No-Fault Termination. If either Party terminates one or more Projects (the “Affected Projects”) due to, (a) after Construction Start, either a Force Majeure Failure in accordance with Section 10.2 or a Budgetary Non-Appropriation Event in accordance with Section 10.3, or (b) at any time during the Term, a Lawful Permitting Denial Event in accordance with Section 10.4 or a Tariff Termination in accordance with Section 17.1, then upon any such termination, (i) neither Party shall have any liability to the other Party with respect to such Affected Projects other than those that survive this Agreement, and (ii) Ava shall have the option to deliver a Relocation Request in accordance with Section 11.1, provided that nothing contained in this Section 10.5 shall limit the Parties’ rights and obligations under Section 5.1(b). Notwithstanding the foregoing, the occurrence of a Force Majeure Event, Budgetary Non-Appropriation Event,

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Lawful Permitting Denial Event, or Tariff Termination shall not, to the extent an Event of Default exists during such time, limit either Party’s ability to declare an Event of Default pursuant to Article 13 and receive a Termination Payment, to the extent applicable.

ARTICLE 11

RELOCATION AND REMOVAL UPON TERMINATION
Section 11.1 Relocation Requests. With respect to each Project, at any time during the Project Term, either Party shall have the right to propose in writing the relocation of the applicable Project to a new Project Site upon the occurrence of an EOD Relocation Event or No-Fault Relocation Event (a “Relocation Request”). If both Parties agree in their reasonable discretion that the Relocation Request is practically feasible and preserves the economic value of the agreement, the Parties shall seek to negotiate in good faith an agreement for the relocation of the Project, which relocated site shall be subject to the approval of Ava in its reasonable discretion and subject to the negotiation of a mutually acceptable license. Upon successful relocation of the Project due to an EOD Relocation Event, any Event of Default associated with the original Project Site, if applicable, shall be deemed to have been cured, and the Non-Defaulting Party shall have no right to declare an Event of Default associated therewith. The costs associated with any relocation performed due to an EOD Relocation Event shall be borne entirely by the Defaulting Party, whereas the costs and expenses associated with any relocation performed due to a No-Fault Relocation Event shall be split evenly between the Parties; provided, if any relocation occurs during the Delivery Period, City shall be required to continue to make the Project Monthly Payment for the period of time between decommissioning of the Project at the original Project Site and the Commercial Operation Date of the Project at the new Project Site based upon a pro rata calculation of the Expected Annual Contract Quantity for such period. If the Parties are unable to reach agreement on relocation of the Project within one hundred twenty (120) days after the date of receipt of City’s proposal, then such Relocation Request shall be deemed withdrawn and the applicable Project may be terminated in accordance with this Agreement. For purposes of this Section 11.1, an “EOD Relocation Event” shall be deemed to have occurred (a) with respect to either Party, if an Event of Default occurs and such Event of Default could reasonably be cured by moving the Project to another Project Site, or (b) the City terminates or withdraws the applicable Project from this Agreement for any reason other than an Ava Event of Default. A “No-Fault Relocation Event” shall be deemed to have occurred if (i) any Early Termination Event occurs, or (ii) a Force Majeure Failure occurs.

Section 11.2 Removal Services. Upon the expiration or earlier termination of this Agreement or any PSA hereunder, Ava shall, at Ava’s sole expense (unless expressly provided otherwise in this Agreement), within ninety (90) days after the applicable termination or expiration (the “Removal Deadline”), perform, or caused to be performed, the following actions to remove the Project from the Project Site (the “Removal Services”): (i) remove all tangible property comprising the Project, personal property of Ava and/or Subcontractors, and all other related equipment; (ii) ensure that the Project Site is returned to substantially its original condition (excluding ordinary wear and tear), including by (x) removing the Project’s mounting pads or other support structures and (y) repairing and restoring the roof and the roof membrane, subject to Section 8.3(a). City shall ensure that Ava and/or Subcontractor is given sufficient access, space, and cooperation as reasonably necessary to facilitate the Removal Services. This provision shall survive the expiration or termination of this Agreement and any PSA hereunder.

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Section 11.3 Abandonment. If Ava fails to commence the Removal Services by the applicable Removal Deadline, any property not removed from the Project Site shall be deemed abandoned by Ava, and shall become the property of City, and City may, at its option, remove the Project and/or Project Equipment from the Project Site and relocate to a warehouse, or otherwise dispose or retain ownership of such property indefinitely, as it determines in its sole discretion. If the City performs any Removal Services after the Removal Deadline in accordance with this Section 11.3, Ava shall reimburse City for the cost of such Removal Services (the “Removal Costs”) within thirty (30) days of receipt of an invoice thereof. City shall have no liability to Ava or Subcontractor for any property deemed abandoned per this Section 11.3. This provision shall survive the expiration or termination of this Agreement and any PSA hereunder.

Section 11.4 Ava Removal Security. If a Credit Downgrade Event occurs with respect to Ava at any time during the Term, within forty-five (45) days of such Credit Downgrade Event, Ava shall post or deliver to City a security deposit of fifty dollars ($50) per kW of Contract Capacity (“Ava Removal Security”) in the form of a Letter of Credit or cash. If (i) Ava fails to commence the Removal Services by the applicable Removal Deadline, and (ii) fails to reimburse City for the cost of Removal Services within thirty (30) days of receipt in accordance with Section 11.3, then, to the extent such Ava Removal Security is available in accordance with this Section 11.4, City may draw on any outstanding Letter of Credit and retain any cash then held by City to satisfy any amounts owed by Ava with respect to the Removal Costs only; provided, that City shall be obligated to return any surplus proceeds in excess of the Removal Costs after Ava’s obligations under Section 11.3 have been satisfied. Ava shall maintain the Ava Removal Security until (a) the Removal Services have been completed and (b) the Removal Costs have been paid or reimbursed by the responsible Party in full pursuant to the terms of this Agreement. Following the occurrence of both (a) and (b), City shall promptly return to Ava the Ava Removal Security, less any amounts drawn thereon in accordance with this Section 11.4.

ARTICLE 12

MEASUREMENT
Section 12.1 Meter. Each Project’s electricity output during the Term shall be measured by the applicable City’s meter, which shall be a revenue grade meter that meets ANSI-C12.20 standards for accuracy (the “Meter”). The Meter shall be installed, commissioned, and operated by Ava and/or Subcontractor throughout the applicable Project Term at Ava’s sole cost and expense. Throughout the Term, Ava shall provide reasonable access to the Meter and measurement data associated therewith to Ava and the City.

ARTICLE 13

DEFAULTS, REMEDIES, AND DAMAGES
Section 13.1 Ava Project Defaults. With respect to the affected Project only, Ava shall be deemed a Defaulting Party upon the occurrence of any of the following events (each, an “Ava Project Default”):
(a) The Project fails to achieve the Commercial Operation Date by the Commercial Operation Deadline (subject to any FM Delay Cure Period or COD Delay Cure Period thereto);

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(b) A Forced Outage lasting longer than two hundred seventy (270) days occurs with respect to such Project; provided, however, that this Section 13.1(b) shall not apply to a Forced Outage caused solely by a Force Majeure Event; or (c) Due to acts or omissions of Ava, a mechanics’ Lien is filed against the Project, and such Lien has not been discharged, bonded or contested by Ava in good faith by proper legal proceedings within twenty (20) days of receipt of notice thereof.

Section 13.2 City’s Remedies for Ava Project Default. If an Ava Project Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, City may perform any and all of the following actions: (i) suspend performance under this Agreement with respect to such Project; (ii) accelerate all amounts owing between the Parties with respect to such Project; (iii) withhold a portion of any payments due to Ava under this Agreement in an amount attributable to such Project; and/or (iv) terminate the applicable PSA. Upon the termination of any PSA hereunder, Ava shall perform the Removal Services for such Project in accordance with Section 11.2 at Ava’s sole expense.

Section 13.3 Ava Portfolio Defaults. Ava shall be deemed a Defaulting Party under this Agreement upon the occurrence of any of the following events (each, a “Ava Portfolio Default”):
(a) Ava delivers to City, without City’s prior consent, energy or other product from a resource outside of the City Portfolio;
(b) A Bankruptcy Event has occurred with respect to Ava; (c) Ava fails to pay City any undisputed amount owed under this Agreement within sixty (60) days after receipt of notice from City of such past due amount; (d) Ava fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default under this Article 13) and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if Ava is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); provided, that the cure period under this Section 13.3(d) may be extended by an additional subsequent period not to exceed ninety (90) days if a Financing Party has stepped in to effectuate a cure in accordance with the terms of any financing arrangement agreed to pursuant to Section 18.2; and (e) Any representation or warranty made by Ava herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days), if Ava is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts; provided, that the cure period under this Section 13.3(e) may be extended by an additional subsequent period not to exceed ninety (90) days if a Financing Party has stepped in to effectuate a cure in accordance with the terms of any financing arrangement agreed to pursuant to Section 18.2.

Section 13.4 City’s Remedies for Ava Portfolio Default. If an Ava Portfolio Default has occurred and is continuing, and the following the expiration of any applicable cure period set forth

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therein, City may perform any and all of the following actions: (i) suspend performance under this Agreement; (ii) accelerate all amounts owing between the Parties; (iii) withhold all payments due to Ava under this Agreement; (iv) terminate this Agreement upon providing written notice to Ava, and upon any such termination, demand payment from Ava of the Termination Payment; and/or (v) exercise any other right or remedy available at law or in equity, except to the extent such remedies are expressly limited under this Agreement; provided, that no termination may occur unless and until written notice has been delivered to any Financing Party for which City has received notice in accordance with Section 18.2. Upon the termination of this Agreement, Ava shall perform the Removal Services for the entire City Portfolio in accordance with Section 11.2 at Ava’s sole expense.

Section 13.5 City Project Default. With respect to the affected Project only, City shall be deemed a Defaulting Party upon the occurrence of any of the following events (each, a “City Project Default”):
(a) Due to acts or omissions of the City, Ava indirectly loses its rights to use and enjoy the Project Site under the Non-Exclusive License, unless the Parties can agree to relocate the Project in accordance with Section 11.1, and except where such acts or omissions of the City constitute the lawful application of City’s Permitting Authority pursuant to Section 10.4; (b) The occurrence of any act or omission by City that operates to suspend, revoke or terminate any certificate, permit, franchise, approval authorization or power necessary for Ava to lawfully conduct operations on the Project Site, except where such act or omission of City is the result of (i) the negligence or willful misconduct of Ava or (ii) a Lawful Permitting Denial Event; and
(c) The occurrence of any act or omission by City that is inconsistent with this Agreement that materially interferes with Ava’s development, construction, operation or maintenance of any Project, and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30)-day period despite exercising commercially reasonable efforts).

Section 13.6 Ava’s Remedies for City Project Default. If a City Project Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, Ava may perform any and all of the following actions: (i) suspend performance under this Agreement with respect to such Project; (ii) accelerate all amounts owing between the Parties with respect to such Project; (iii) withhold a portion of any payments due to City under this Agreement in an amount attributable to such Project; and/or (iv) terminate the applicable PSA. Upon the termination of any PSA hereunder, Ava shall perform the Removal Services for such Project in accordance with Section 11.2 at City’s sole expense.

Section 13.7 City Portfolio Default. City shall be deemed a Defaulting Party under this Agreement upon the occurrence of any of the following events (each, a “City Portfolio Default”):
(a) A Bankruptcy Event shall have occurred with respect to City;

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(b) City fails to pay Ava any undisputed amount owed under the Agreement within sixty (60) days after receipt of notice from Ava of such past due amount; (c) City fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Article 13), and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); or
(d) Any representation or warranty made by City herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts).

Section 13.8 Ava’s Remedies for City Portfolio Default. If a City Portfolio Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, Ava may perform any and all of the following actions: (i) suspend performance under this Agreement; (ii) accelerate all amounts owing between the Parties; (iii) withhold all payments due to City under this Agreement; (iv) terminate this Agreement upon providing written notice to City, and upon any such termination, demand payment from City of the City Termination Payment; and/or (v) exercise any other right or remedy available at law or in equity, except to the extent such remedies are expressly limited under this Agreement. Upon receiving payment of the City Termination Payment, Ava shall perform the Removal Services in accordance with Section 11.2 at City’s sole expense.

ARTICLE 14

REPRESENTATIONS, WARRANTIES, AND COVENANTS
Section 14.1 Ava Representations and Warranties. Ava represents and warrants to City the following:
(a) Valid Existence. Ava is a joint powers authority and community choice aggregator, duly organized, validly existing, and in good standing under the laws of the State of California and the rules, regulations, and orders of the CPUC, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. (b) No Conflicts. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfilment of and compliance with the provisions of this Agreement by Ava will not conflict with, or constitute a breach of or a default under, any Applicable Law present in effect having applicability to Ava, the documents of formation of Ava, or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness, or any other agreement or instrument to which Ava is a party or by which any of its property is bound.

Section 14.2 City’s Representations and Warranties. City represents and warrants to Ava the following:

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(a) Valid Existence. The City is a municipal corporation, duly organized, validly existing, and in good standing under the laws of the State of California, and is qualified to conduct business in the City of Livermore.
(b) No Conflicts. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfilment of and compliance with any provisions of this Agreement by the City will not conflict with, or constitute a breach of or a default under, any Applicable Law present in effect having applicability to the City, the documents of formation of the City, or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness, or any other agreement or instrument to which the City is a party or by which any of its property is bound.
(c) Licenses. (i) City has achieved Site Control for the Project Site such that City has the full right, power, and authority to grant the Licenses in Article 6, and (ii) such grant of the Licenses does not violate any law applicable to City or the Project Site, and is not inconsistent with and will not result in a breach or default under any agreement by which City is bound or that affects the Project Site.
(d) Other Agreements. Neither the execution and delivery of this Agreement by City nor the performance by City of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which City is a party or by which City is bound.
(e) Accuracy of Information. All information provided by City to Ava, as it pertains to (i) the Project Site, (ii) the Improvements on which the Project is to be installed, if applicable, (iii) City’s planned use of the Project Site and any applicable Improvements, and (iv) City’s estimated electricity requirements, if provided, is accurate in all material respects. (f) City Status. City is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. City is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California. (g) Limit on Use. No portion of the electricity generated by the Project shall be used to heat a swimming pool.

Section 14.3 General Covenants. Each Party covenants to and for the benefit of the other Party that throughout the Term:
(a) Each Party shall maintain (or obtain from time to time, as required) all Governmental Approvals necessary for it to legally perform its obligations under this Agreement. (b) Each Party shall undertake its obligations under this Agreement in compliance with (i) all Applicable Law (including, but not limited to, those related to workplace safety, employment discrimination, prevailing wage, non-discrimination and non-preference, and conflicts of interest), Prudent Operating Practices, (ii) all applicable operating policies, criteria, rules, guidelines, tariffs and protocols of the CAISO and the Local Electric Utility, and (iii) all applicable requirements of the CPUC, CARB, FERC, NERC, and WECC (including WECC Scheduling Practices).

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Section 14.4 Covenants of Ava. Ava covenants to and for the benefit of City that throughout the Term:
(a) None of Ava, its employees, contractors, or agents have been suspended, debarred, or excluded from, or ineligible from, receiving federal or state funds. Ava shall notify City if Ava is suspended, barred, excluded, or determined to be ineligible for receiving state or federal funds at any time during the Term within thirty (30) days of Ava obtaining knowledge thereof.
(b) All personnel performing operation and maintenance services for the Projects shall be licensed and in good standing, and sufficiently qualified, experienced, and trained in accordance with Prudent Operating Practices.

ARTICLE 15

INSURANCE
At all times during the Term, the Parties shall maintain the following insurance, as applicable:

Section 15.1 Ava’s Insurance. Ava shall, directly or indirectly through the applicable Subcontractor, obtain and maintain the policies of insurance in amounts and with coverage as set forth in Exhibit IV of the applicable Addendum for the Term of this Agreement.

Section 15.2 City’s Insurance. City is a self-insured public agency. Upon Ava’s request, City shall deliver to Ava certificates of insurance evidencing the insurance coverage.

ARTICLE 16

INDEMNIFICATION AND LIMITATIONS OF LIABILITY
Section 16.1 Indemnity by the Parties. To the fullest extent permitted by law, each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless, with counsel of its own choosing (subject to terms of the next paragraph), the other Party, and its successors and assigns, and their elected officials, officers, directors, employees, agents, affiliates and representatives (each, an “Indemnified Party”) from and against any and all third-party claims, liability or losses (“Claims”), including but not limited to those losses arising from (i) personal injury or death, (ii) damage to property, (iii) taxes for which the Indemnifying Party is responsible under this Agreement, (iv) fines or penalties payable by the Indemnified Party, or (v) any other actions resulting in damages, losses or liabilities, to the extent such losses result from or arise out of or in any way are connected with the Indemnifying Party’s performance of this Agreement or, in the case of Ava, (a) City’s use of any service, technology, or good provided by Ava to City under this Agreement infringes any patent, trademark, copyright, or other intellectual property right, including trade secret rights or rights of a third party, except as may arise solely from the negligence, willful misconduct, or violation of law by the Indemnified Party, its officers, employees, subcontractors, or agents, or (b) City’s damages stemming from failure to release specific records pursuant to the California Public Records Act at Ava’s direction that City not release such specific requested records related to this Agreement to the public. Notwithstanding the above, an Indemnifying Party shall not be required to defend, indemnify, and hold harmless an Indemnified Party for the Indemnified Party’s own negligent acts, omissions, or willful

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misconduct. It is the intent of the Parties that where negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense, or liability attributable to that Party’s negligence. (a) Design Professional Services. To the extent that a portion of Ava’s services under this Agreement are design professional services subject to Civil Code Section 2782.8, and to the extent that a particular claim or litigation arises from such design professional services, Ava’s obligations under this Section 16.1(a) shall be subject to any applicable limitations mandated by Civil Code Section 2782.8.

Section 16.2 Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any liability asserted under a Claim as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires.

The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party may settle any Claim covered by this Section 16.2 unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party has no liability under this Section 16.2 for any Claim for which such notice is not provided if the failure to give notice prejudices the Indemnifying Party.

All of the Parties’ obligations under this Section 16.2 are intended to apply to the fullest extent permitted by law and shall survive the expiration or sooner termination of this Agreement.

Section 16.3 Environmental Indemnification.
(a) Ava Indemnity. Ava shall indemnify, defend, and hold harmless all of City’s Indemnified Parties from and against all liabilities arising out of or relating to the existence at, on, above, below, or near the Project Site of any Hazardous Substance to the extent deposited, spilled, or otherwise caused by Subcontractors, Ava, or any of their contractors, agents or employees, to the extent such liabilities do not result from the gross negligence or willful misconduct of City.
(b) City Indemnity. City shall indemnify, defend, and hold harmless Subcontractors and all of Ava’s Indemnified Parties from and against all liabilities arising out of or relating to the existence at, on, above, below, or near the Project Site of any Hazardous Substance, except to the extent deposited, spilled, or otherwise caused by Subcontractors, Ava, or any of their contractors, agents or employees, to the extent such liabilities to not result from the gross negligence or willful misconduct of the same Subcontractor or Ava. (c) Notice. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Project Site generally or any deposit, spill, or release of any Hazardous Substance.

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Section 16.4 Limitations on Liability.
(a) No Consequential Damages. EXCEPT TO THE EXTENT (i) PART OF AN

EXPRESS REMEDY OR EXPRESS MEASURE OF DAMAGES HEREIN, INCLUDING ANY TERMINATION PAYMENT, (ii) PART OF A THIRD PARTY INDEMNITY CLAIM, OR (iii) RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE,

EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOSSES

OR DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR

NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT BY STATE, IN TORT OR IN CONTRACT.
(b) Cumulative Remedies. IF NO REMEDY OR MEASURE OF DAMAGES

IS EXPRESSLY PROVIDED, OR IF A REMEDY OR MEASURE OF DAMAGES IS

EXPRESSLY NON-EXCLUSIVE, THE NON-DEFAULTING PARTY SHALL HAVE THE

RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN

EQUITY, PROVIDED, HOWEVER, THAT THE LIABILITY OF THE DEFAULTING PARTY

SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE WAIVED.
(c) Exclusive Remedies. FOR BREACH OF ANY PROVISION OF THIS

AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED IN THIS AGREEMENT, THE RIGHTS OF THE NON-DEFAULTING PARTY

AND THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET

FORTH IN THIS AGREEMENT, AS THE SOLE AND EXCLUSIVE FULL, AGREED UPON

AND LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AND ALL OTHER DAMAGES OR REMEDIES ARE WAIVED.
(d) Limitation on Ava Liability Prior to COD. Notwithstanding anything herein to the contrary, with respect to each Project, Ava’s aggregate liability for any Delay Damages or Termination Payments owed under this Agreement prior to COD of the applicable Project shall by capped in the aggregate at an amount equal to two hundred dollars ($200) per kW of Project Capacity. For the avoidance of doubt, such limitation on liability shall not apply to the extent Ava is an Indemnifying Party for purposes of Section 16.1.

ARTICLE 17
CHANGE IN LAW; COMPLIANCE EXPENDITURE CAP
Section 17.1 Changes in Law. Subject to Section 17.2 below, in the event that any Change in Law occurring after the Effective Date results in this Agreement or any provisions hereof becoming incapable of being performed or administered, then either Party may request that Ava and the City enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, the Parties shall engage in such negotiations in good faith. If the Parties are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to

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this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Section 20.3. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure Event, and (ii) all unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. Notwithstanding the foregoing, in the event of any tariff enacted or imposed by a Governmental Authority between the Effective Date and COD that results in Ava no longer being able to meet the Total System Benefit Target to City, as determined by Ava in its sole discretion, then Ava may (x) terminate or withdraw one or more Project(s) from the City Portfolio in order to achieve the Total System Benefit Target over the Portfolio Delivery Period, or (y) terminate the entire City Portfolio, if it is impossible to meet the Total System Benefit Target (in the case of (x) or (y), a “Tariff Termination”).

Section 17.2 Compliance Expenditure Cap. With respect to each Project, if a Change in Law has increased Ava’s known or reasonably expected costs to comply with its obligations under this Agreement or the applicable PSA (any action required to be taken by Ava to comply with such Change in Law, a “Compliance Action”), then the Parties agree that the maximum amount of costs and expenses Ava shall be required to bear during the Project Term to comply with all such obligations shall be capped at one hundred dollars ($100) per kW of such Project’s Guaranteed Nameplate Capacity or Storage Inverter Power, as applicable, in aggregate over the Project Term (the “Compliance Expenditure Cap”). If Ava reasonably anticipates the need to incur out-ofpocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Ava shall provide notice to the City of such anticipated out-of-pocket expenses. If, within ten (10) Business Days after receiving Ava’s notice, the City does not agree in writing to reimburse Ava for all costs and expenses of Compliance Actions in excess of the Compliance Expenditure Cap, Ava’s obligation to take any and all applicable Compliance Actions, and deliver any and all Product that may not be delivered in the absence of such Compliance Actions, shall be waived.

ARTICLE 18

ASSIGNMENT AND FINANCING
Section 18.1 Assignment.
(a) Restrictions on Assignment. This Agreement may not be assigned, in whole or in part, by City. Ava may, by providing prior written notice to City, assign, mortgage, pledge or otherwise directly or indirectly assign its interests in this Agreement to any (i) Financing Party, (ii) entity through which Ava is obtaining financing from a Financing Party, or (iii) California joint powers authority (each, a “Permitted Assignee”); provided, that, Ava is not released from liability hereunder as a result of any assignment to a joint powers authority unless such joint powers authority assumes Ava’s obligations hereunder by binding written instrument. (b) Successors and Permitted Assignees. This Agreement is binding on and inures to the benefit of successors and Permitted Assignees.

Section 18.2 Financing and Collateral Assignment. The Parties acknowledge that Ava may obtain debt or equity financing or other credit support from lenders, investors, including tax equity investors, or other third parties (each a “Financing Party”) in connection with the

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installation, construction, ownership, operation, and maintenance of the Projects, and that Ava’s obligations under the financing documents may be secured by, among other collateral, a pledge or collateral assignment of Ava’s rights under this Agreement. Ava shall promptly notify City of the identity of any Financing Party retained by Ava under this Section 18.2.

Section 18.3 Termination Requires Consent. Ava and City agree that any right of Ava to terminate this Agreement may be subject to the prior written consent of any Financing Party.

ARTICLE 19

CONFIDENTIALITY
Section 19.1 Confidential Information. To the maximum extent permitted by Applicable Law, if either Party provides Confidential Information to the other or, if in the course of performing under this Agreement or negotiating this Agreement, a Party learns Confidential Information of the other Party, the receiving or learning Party shall (i) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information and (ii) refrain from using such Confidential Information, except in the negotiation, performance, enforcement and, in the case of Ava, financing, of this Agreement.
(a) Confidential Information does not include any information that (i) becomes publicly available other than through breach of this Agreement, (ii) is required to be disclosed to a Governmental Authority under Applicable Law or pursuant to a validly issued subpoena, (iii) is independently developed by the receiving Party, or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by Applicable Law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall reasonably cooperate with the other Party’s efforts to limit the disclosure to the extent permitted by Applicable Law. (b) The Parties acknowledge and agree that the Agreement and any transaction entered into in connection herewith are subject to the requirements of the California Public Records Act (Government Code Section 7920.000 et seq.). In order to designate information as confidential, the disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “confidential” that clearly contain information that is not Confidential Information.

Section 19.2 Permitted Disclosures. Notwithstanding Section 19.1:
(a) A Party may provide such Confidential Information to its affiliates and to its and its affiliates’ respective officers, directors, members, managers, employees, agents, contractors, consultants, counsel, and Financing Parties, and their respective consultants and counsel (collectively, “Representatives”), and potential direct or indirect assignees of this Agreement, if such potential assignees are first bound by a written agreement or legal obligation

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restricting use and disclosure of Confidential Information. Each Party is liable for breaches of this provision by any Person to whom that Party discloses Confidential Information; and (b) Upon request or demand made to either Party hereto by a validly issued subpoena or any third party not a Party hereto and not otherwise subject to the provisions of Section 19.2(a) pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), the disclosing Party shall, as soon as practical, prior to releasing any Requested Confidential Information, notify the other Party in writing via electronic mail that such request has been made. The other Party shall be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by the disclosing Party. If the other Party takes no such action within ten (10) days after receiving the foregoing notice from the disclosing Party, the disclosing Party shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If the other Party takes or attempts to take such action, the disclosing Party shall provide timely and reasonable cooperation to the other Party, if requested by the other Party, and the other Party agrees to indemnify and hold harmless the disclosing Party and its Representatives from any claims, liability, award of attorneys’ fees or damages, and to defend any action, claim or lawsuit brought against any of the disclosing Party or its Representatives for the disclosing Party’s refusal to disclose any Requested Confidential Information.

Section 19.3 Miscellaneous. All Confidential Information remains the property of the disclosing Party and will be returned to the disclosing Party or destroyed, at the receiving Party’s option, after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party acknowledges that the disclosing Party would be irreparably injured by a breach of this Article 19 by the receiving Party or its Representatives or other Person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, for breaches of this Article 19. To the fullest extent permitted by Applicable Law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 19 but will be in addition to all other remedies available at law or in equity. The obligation of confidentiality will survive termination of this Agreement for a period of two years.

Section 19.4 Goodwill and Publicity. Neither Party may (i) make any press release or public announcement of the specific terms of this Agreement or the use of renewable energy or storage involving this Agreement (except for filings or other statements or releases as may be required by Applicable Law) or (ii) use any name, trade name, service mark, or trademark, as applicable, of the other Party in any promotional or advertising material without the prior written consent of the other Party. The Parties shall coordinate and cooperate with each other when making public announcements regarding this Agreement, the Project and its use, and each Party may promptly review, comment upon, and approve any publicity materials, press releases, or other public statements before they are made. Notwithstanding the above, Ava is entitled to place signage on the Project Site with written approval from City reflecting its association with the Project and to make public statements regarding the transactions contemplated by this Agreement and the Project and its use as part of Ava’s monthly, public board meetings. Ava may not use the name of City or reference any endorsement from City in any fashion for any purpose without the prior express written consent of City.

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General Terms and Conditions | 33
ARTICLE 20

GENERAL PROVISIONS
Section 20.1 Interpretation. Unless otherwise defined or required by the context in which any term appears: (i) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (ii) the singular includes the plural and vice versa; (iii) the words “herein,” “hereof”, and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (iv) references to any agreement, document or instrument mean such agreement, document or instrument as amended, restated, modified, supplemented or replaced from time to time; (v) the words “include,” “includes” and “including” mean include, includes and including “without limitation;” (vi) references to “or” shall be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”); and (vii) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders, and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires. As used in this Agreement, “dollar” and the “$” sign refer to United States dollars.

Section 20.2 Choice of Law; Venue. The law of the State of California governs all matters arising out of this Agreement without giving effect to conflict of laws principles. In the event that a suit is brought by either Party hereunder, the Parties agree that venue shall be exclusively vested in the state courts of California in the County of Alameda, or if federal jurisdiction is appropriate, exclusively in the United States District Court in the Northern District of California.

Section 20.3 Dispute Resolution. The Parties shall negotiate in good faith and attempt to resolve expeditiously and inexpensively any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) within fifteen (15) days after the date that a Party gives written notice of such Dispute to the other Party. If the Parties are unable to resolve a Dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after submission of notice of the Dispute, the Parties shall submit the Dispute to mediation prior to seeking any and all remedies available at law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

Section 20.4 Notices. All notices under this Agreement shall be in writing and delivered by hand, electronic mail, overnight courier, or regular, certified or registered mail, return receipt requested, and will be deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier or five

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days after deposit in the mail. Notices must be sent to the Person identified on Exhibit V at the addresses set forth on Exhibit V. Each Party may designate a different Person and address by sending written notice to the other Party, to be effective no sooner than ten days after the date of submission of such notice designating a different Person and address.

Section 20.5 Survival. The provisions of this Agreement that should reasonably be considered to survive termination of this Agreement, including, without limitation the provisions enumerated in this Section 20.5, will survive termination of this Agreement:
(a) obligations to pay by either Party that have accrued prior to termination or expiration;
(b) obligations to repair damage caused by either Party under Article 7, Article 8 or otherwise;
(c) Section 5.6 (Pass Through Damages);
(d) Section 5.7 (Books and Records);
(e) Section 11.2 (Removal);
(f) Section 11.3 (Abandonment);
(g) Section 11.4 (Ava Removal Security)
(h) Article 13 (Defaults, Remedies, and Damages);
(i) Article 14 (Representations, Warranties, and Covenants); (j) Article 16 (Indemnification and Limitations of Liability); (k) Article 19 (Confidentiality); and
(l) Article 20 (General Provisions).

Section 20.6 Compliance with All Laws. The Parties shall at all times comply with all Applicable Laws. City shall at all times keep Ava fully informed of City’s charter, codes, ordinances, and regulations and of all state and federal laws in any manner affecting the performance of this Agreement to ensure that the Parties shall at all times comply with all applicable local codes, ordinances, and regulations, as they may be amended from time to time.

Examples of such regulations include but are not limited to California Occupational Safety and Health Act of 1973, Labor Code §6300 et. seq., the Fair Packaging and Labeling Act, and the standards and regulations issued there under.

Section 20.7 Good Faith & Fair Dealing. The Parties agree to act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement.

Unless expressly provided otherwise in this Agreement, (i) wherever this Agreement requires the consent, approval or similar action by a Party, such consent, approval or similar action shall not

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General Terms and Conditions | 35
be unreasonably withheld or delayed, and (ii) wherever this Agreement gives a Party a right to determine, require, specify or take similar action with respect to matters, such determination, requirement, specification or similar action shall be reasonable.

Section 20.8 Cooperation. The Parties agree to reasonably cooperate with each other in the implementation and performance of this Agreement. Such duty to cooperate shall not require either Party to act in a manner inconsistent with its rights under this Agreement.

Section 20.9 Construction. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 20.10 Non-Discrimination. Ava shall comply with all Applicable Laws, including City’s policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code Sections 12900 et seq.); and California Labor Code Sections 1101 and 1102. Ava shall not discriminate (i) against any subcontractor, employee or applicant for employment or (ii) in the provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations or marital status in the recruitment or selection for training, including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation.

Section 20.11 Non-Exclusive Contract. This Agreement does not establish an exclusive contract between the City and Ava for the purchase of electricity or power or any services. To the extent that the City has remained in compliance with and has not defaulted under any terms of this Agreement, the City expressly reserves all its rights, including but not limited to, the following:
the right to utilize others to provide electricity, products, support and services; the right to request proposals from others with or without requesting proposals from Ava; and the unrestricted right to bid any such product, support or service.

Section 20.12 Further Assurances. Each Party shall provide such information, execute and deliver any instruments and documents, and take such other actions as may be reasonably requested by the other Party, which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

Section 20.13 Waivers. No provision or right or entitlement under this Agreement may be waived or varied except in writing signed by the Party to be bound. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

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Section 20.14 Non-Dedication of Projects. Nothing in this Agreement may be construed as the dedication by either Party of its Projects or equipment to the public or any part thereof.

Neither Party may knowingly take any action that would subject the other Party, or other Party’s Projects or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party may assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party’s performance under this Agreement.

If Ava is reasonably likely to become subject to regulation as a public utility, then the Parties shall use commercially reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Ava does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Ava may terminate this Agreement without further liability under this Agreement except with respect to liabilities accrued prior to the date of termination and remove the Project in accordance with Section 11.2 of this Agreement.

Section 20.15 Service Contract. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986. City shall not take the position on any tax return or in any other filings suggesting that it is anything other than a purchaser of electricity from the Project.

Section 20.16 No Agency, Lease, Joint Venture or Partnership. No provision of this Agreement may be construed or represented as creating a partnership, trust, joint venture, fiduciary, or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither may be considered the agent of the other. Ava shall perform pursuant to this Agreement as an independent contractor and not as an officer, agent, servant, or employee of City. Ava shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be considered as creating a partnership or joint venture between City and Ava. No Person performing any services and/or supplying all goods shall be considered an officer, agent, servant, or employee of City, nor shall any such Person be entitled to any benefits available or granted to employees of City. Any terms in this Agreement referring to direction from City shall be construed as providing for direction as to policy and the result of Ava’s work only, and not as to the means by which such a result is obtained. City does not retain the right to control the means or the method by which Ava performs work under this Agreement.

Section 20.17 Account Manager. Ava must assign an account manager to City to facilitate the contractual relationship and to be fully responsible and accountable for fulfilling City’s requirements. Ava represents and warrants that such account manager will ensure that City receives adequate support, problem resolution assistance, and required information on a timely basis.

Section 20.18 Entire Agreement, Modification, Severability. This Agreement, together with all of the exhibits, schedules, attachments, and PSAs, constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior proposals, agreements or other communications between the Parties, oral or written. The exhibits, schedules, attachments, and PSAs attached hereto are integral parts hereof and are made part of this Agreement by reference.

This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such provision shall not be read to render this

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Agreement unenforceable or invalid as a whole. In such event, such provision shall be rectified or interpreted so as to best accomplish its objectives within the limits of Applicable Law.

Section 20.19 Forward Contract. The transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101- 1532.

Section 20.20 No Third-Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto, and the Financing Parties to the extent provided herein or in any other agreement between a Financing Party and Ava or City, and do not imply or create any rights on the part of, or obligations to, any other Person.

Section 20.21 Disentanglement. Ava shall cooperate with City to ensure a smooth transition at the time of termination of this Agreement, regardless of the nature or timing of the termination. Ava shall cooperate with City’s efforts to ensure that there is no interruption of electricity and no adverse impact on the provision of services or City’s activities. Ava shall return to City all City assets or information in Ava’s possession. Ava shall deliver to City or its designee, at City’s request, all documentation and data related to City, including, but not limited to, City data and client files, held by Ava, and Ava shall destroy all copies thereof not turned over to City, all at no charge to City.

Section 20.22 Accountability. Ava will be the primary point of contact and assume the responsibility of all matters relating to this Agreement, including those involving the manufacturer, deliverer or any subcontractor, as well as payment issues. If issues arise, Ava must act as soon as reasonably practicable to correct or resolve the issues.

Section 20.23 Cooperation with Review. Ava shall cooperate with City’s periodic review of Ava’s performance. Such review may be conducted on a bi-annual basis, in the reasonable discretion of City, upon no less than sixty (60) days’ advance written notice to Ava.

Section 20.24 Authority. The signatories hereto represent and warrant that they are duly authorized on behalf of their respective entities to enter into and consummate this Agreement.

Section 20.25 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. The Parties agree that the digital signatures of the signatories included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Any digital signature shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by Applicable Law. [Remainder of Page Intentionally Left Blank]

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[Signature Page to Livermore City PPA – Critical Municipal Facilities] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last signature date indicated below to be effective as of the Effective Date.

CITY OF LIVERMORE,
a municipal corporation
By:

Name: Marianna A. Burch
Title: City Manager
Date:

APPROVED AS TO FORM:

By:

Name: Jason R. Alcala
Title: City Attorney
705
[Signature Page to Livermore City PPA – Critical Municipal Facilities]

AVA COMMUNITY ENERGY,
a California joint powers authority
By:

Name: Howard Chang
Title: Chief Executive Officer
Date:

APPROVED AS TO FORM:

By:

Name: Inder Khalsa
Title: General Counsel

EXHIBIT A
706
Schedule I | 1
Schedule I
Defined Terms
“Adjusted Energy Production” has the meaning set forth in Section 8.1. “Adverse Effect” has the meaning set forth in Section 7.6. “Adverse Environmental Conditions” means (i) the existence or the continuation of the existence of Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), or exposure to or release of any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment at, in, by or related to the Project Site, (ii) the environmental aspect of the transportation, storage, treatment or disposal or materials in connection with the Project, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any Governmental Authority relating to environmental matters connected with the applicable Project Site.
“Affected Projects” has the meaning set forth in Section 10.5. “Agreement” has the meaning set forth in the Preamble.
“AHJ” means any Governmental Authority, agency, organization, office or Person responsible for (i) enforcing the requirements of a statute, regulation, code or standard, (ii) issuing a Governmental Approval, or (iii) or for approving equipment, materials, an installation or a procedure in relation to a Project.
“Ancillary Services” means operating reserves, regulation, black-start capability, reactive supply, voltage control, frequency response, contingency reserves, other products associated with electric generation and Energy that a Project is capable of providing and all other beneficial attributes and outputs of the Project not required for the operation of the Project. “Annual Escalator” has the meaning set forth in Section 5.1(a)(i). “Annual Storage Availability” has the meaning set forth in Section 8.2(a). “Applicable Law” means all national, state, local or municipal laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, Governmental Approvals, licenses, permits, directives, and requirements of all regulatory and other Governmental Authorities.
“Attestation Form” means documentation provided by Ava to City transferring title to the RECs, specifying the Project, REC quantity, and REC vintage with respect to the RECs sold herein. “Ava” has the meaning set forth in the Preamble.
“Ava Event of Default” means an Ava Portfolio Default or an Ava Project Default, or both, as the context may require.

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Schedule I | 2
“Ava Pass-Through Costs” has the meaning set forth in Section 5.6. “Ava Portfolio Default” has the meaning set forth in Section 13.3. “Ava Project Default” has the meaning set forth in Section 13.1. “Ava Removal Security” has the meaning set forth in Section 11.4. “Ava Termination Payment” means the corresponding amount set forth in the schedule set forth in Exhibit VI.
“Ava WREGIS Account” has the meaning set forth in Section 9.2. “Avoided Utility Cost” means the applicable amount set forth in Exhibit I. “Bankruptcy Event” means with respect to any entity, the occurrence of any of the following:
such entity (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it and such case filed against it is not dismissed in 60 days, (b) makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise becomes bankrupt or insolvent (however evidenced), (d) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (e) is generally unable to pay its debts as they fall due.
“Bill Credit Disqualifying Event” has the meaning set forth in Section 5.1(c), “Budgetary Non-Appropriation Event” has the meaning set forth in Section 10.3. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required to close. “CAISO” means the California Independent System Operator or any successor entity performing similar functions.
“Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Project can accept at or deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits. “CARB” means the California Air Resources Board.
“CEC” means the California Energy Commission.
“CEC Listed Supplier” means a supplier of equipment that is listed on the CEC’s Solar Equipment List, as such list is adopted and updated from time to time pursuant to CEC Docket no. 18-SOLAR-01.

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Schedule I | 3
“Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any Applicable Law or regulation, (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date (notwithstanding the general requirements contained in any applicable permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation) or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority.
“Charging Energy” means the PV Energy and/or grid energy, net of Station Use, delivered to the Storage Project as measured by the Meter in accordance with CAISO metering requirements and Prudent Operating Practice, as such meter readings are adjusted pursuant to CAISO requirements for any applicable Electrical Losses.
“City” has the meaning set forth in the Preamble.
“City Portfolio” means, collectively, all Projects contemplated under this Agreement. “City Portfolio Default” has the meaning set forth in Section 13.7. “City Project Default” has the meaning set forth in Section 13.5. “City Termination Payment” means the corresponding amount set forth in the schedule set forth in Exhibit VII.
“City WREGIS Account” has the meaning set forth in Section 9.2. “City-Requested Outage” has the meaning set forth in Section 7.8. “City-Specific Terms” means those terms Exhibit III.
“Claims” has the meaning set forth in Section 16.1.
“COD Delay Cure Period” means a period of up to forty five (45) days. “COD Delay Notice” has the meaning set forth in Section 4.6(c). “Commercial Operation” means that the Project (i) is mechanically complete, (ii) is capable of providing electricity to the Delivery Point at the capacity specified on the applicable Project Site Addendum, subject to the caveats set forth in this Agreement, (iii) has permission to operate from the relevant Local Electric Utility, and (iv) Project is fully operational, reliable, interconnected, fully integrated and synchronized with the distribution system. “Commercial Operation Date” or “COD” means, for each Project, the date upon which Commercial Operation has been achieved, as indicated via written notice from Ava to the City in accordance with Section 4.6(d).
“Commercial Operation Deadline” means the deadline by which each Project must achieve COD, as set forth in the applicable PSA.

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Schedule I | 4
“Commissioning Test” has the meaning set forth in Section 4.6(d). “Compliance Action” has the meaning set forth in Section 17.2. “Compliance Expenditure Cap” has the meaning set forth in Section 17.2. “Confidential Information” means, whether oral or written, which is delivered by the receiving Party or learning Party, including information that either the learning Party or the receiving Party stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. “Construction Start” has the meaning set forth in Section 4.4(a). “Construction Start Date” has the meaning set forth in Section 4.4(a). “Contract Capacity” means the sum of the Guaranteed Nameplate Capacity of each Generating Project and Storage Inverter Power of each Storage Project within the City Portfolio. “Contract Month” means any calendar month during the Term, commencing on the first calendar month to occur subsequent to the Commercial Operation Date of the first Project to achieve COD hereunder.
“Contract Price” means the Renewable Rate or the Storage Rate, or both, as the context may require.
“Contract Year” means any consecutive twelve (12)-month period during the Term, commencing on the Commercial Operation Date of the first Project to achieve COD and ending on the last day of such twelve (12)-month period.
“CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“Credit Downgrade Event” means (a) the long-term, senior, unsecured debt rating of Ava (i) falls below BBB- from S&P and (ii) Baa3 from Moody’s, or (b) Ava is no longer rated by either of S&P and Moody’s.
“Critical Milestones” means the Construction Start Date and the Commercial Operation Deadline. “Defaulting Party” means any Party with respect to which an Event of Default has occurred and is ongoing.
“Delay Damages” means, with respect to each Project, liquidated damages received from Developer due to failure to achieve the applicable development milestones set forth in the EPC Agreement, including, but not limited to, the Commercial Operation Deadline. “Delivery Equipment” means utility lines, cables, conduits, transformers, wires, meters, monitoring equipment, and other necessary appurtenances. “Delivery Period” has the meaning set forth in Section 3.1.

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Schedule I | 5
“Delivery Point” means, with respect to each Project, the point where such Project is interconnected to City’s existing electrical system.
“Design Plan” has the meaning set forth in Section 4.3. “Developer” means McMillan Electric, a California corporation, or any successor thereto, in each case, with whom Ava is contracting for the engineering, procurement, construction, and installation of the Projects.
“Discharging Energy” means, with respect to a Storage Project, all Energy delivered to the applicable Delivery Point from the Storage Project, as measured by the Meter in accordance with CAISO metering requirements and Prudent Operating Practices, adjusted pursuant to CAISO requirements for any applicable Electrical Losses.
“Dispute” has the meaning set forth in Section 20.3.
“Early Termination Event” has the meaning set forth in Section 3.2(a). “Effective Date” has the meaning set forth in the Preamble. “Electrical Losses” means all transmission or transformation losses between the Project and the Delivery Point, including, as applicable, losses associated with (i) delivery of PV Energy to the Delivery Point, (ii) delivery of Charging Energy to the Storage Project, (iii) conversion of Charging Energy into Discharging Energy, and (iv) delivery of Discharging Energy to the Delivery Point.
“Energy” means electrical energy generated by the Generating Project. “Environmental Contamination” means the presence of a Hazardous Substance in a concentration exceeding legally allowable limits in violation of Applicable Law, including Environmental Law.
“Environmental Law” means any Applicable Law related to (a) the prevention, abatement or elimination of pollution, (b) the protection or preservation of the environment (including air, soil, land surface, subsurface strata, ground water, surface water, coastal water, and wetlands), wildlife (including endangered, threatened or protected species, migratory birds and bald or golden eagles), wildlife habitat, cultural resources, or natural resources, and (c) the use, generation, handling, treatment, storage, disposal, release, transportation or regulation of, or exposure to, Hazardous Substances.
“EOD Relocation Event” has the meaning set forth in Section 11.1. “EPC Agreement” means that certain Master Engineering, Procurement and Construction Agreement, dated as of May 29, 2025 between Ava and Developer for the engineering, procurement, construction, and installation of the Projects.

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Schedule I | 6
“Error-Free” means the Project Equipment (i) is free from material defects in design, materials, and workmanship, (ii) substantially conforms to the specifications set forth in this Agreement, including the Design Plan, and (iii) functions as designed. “Estimated Construction Start Date” has the meaning set forth in the applicable PSA. “Event of Default” means an Ava Event of Default or a City Event of Default, as the context may require.
“Exclusive License” has the meaning set forth in Section 6.1(f). “Excused Storage Event” has the meaning set forth in Section 8.2(a). “Expected Annual Contract Quantity” has the meaning set forth in Exhibit I. “FERC” means the Federal Energy Regulatory Commission.
“Financing Party” has the meaning set forth in Section 18.2. “FM Delay Cure Period” has the meaning set forth in Section 4.6(b). “Force Majeure Delay” has the meaning set forth in Section 4.6(b). “Force Majeure Event” means any event or circumstance beyond the reasonable control of and without the fault or negligence of the affected Party, including, without limitation: tornado, hurricane, lightning, tsunami, flood, earthquake or other acts of God; fire; explosion; invasion, acts of terrorism, war (declared or undeclared) or other armed conflict; riot, revolution, insurrection or similar civil disturbance; global pandemic (except as excluded below); sabotage; strikes, walkouts, lock-outs, work stoppages or other labor disputes (in each case, not attributable to the actions of Ava); and action, inaction or restraint by a Governmental Authority, other than the City, that materially impairs the affected Party’s ability to perform its obligations under this Agreement, provided that the affected Party used and continues to use commercially reasonable efforts to timely request and diligently pursue the applicable action or inaction of such Governmental Authority, and understanding that any exercise of City Permitting Authority that prevents an affected Party from performing its obligations hereunder will be governed by Section 10.4.

Notwithstanding the foregoing, none of the following shall constitute Force Majeure Events: (i) Ava’s ability to sell, or City’s ability to purchase the Product, or any portion thereof, at a more advantageous price than what is provided under this Agreement; (ii) inability to obtain any supply of goods or services, unless due to an independent Force Majeure Event; (iii) economic hardship, including lack of money; (iv) the increased costs of electricity, materials, equipment, steel, labor services or transportation; (v) delays in customs or similar regulatory clearance, unless due to an independent Force Majeure Event; or (vi) any equipment failure, unless due to an independent Force Majeure Event.
“Force Majeure Failure” has the meaning set forth in Section 10.2.

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Schedule I | 7
“Forced Outage” means an unexpected failure of one or more components of the Project that prevents Ava from generating Energy or making Project Energy available at the Delivery Point and that is not the result of a Force Majeure Event.
“Forward Certificate Transfers” has the meaning set forth in the WREGIS Operating Rules. “Generating Project” has the meaning set forth in the Recitals. “Governmental Approval” means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions, notices to and declarations of or with any Governmental Authority and shall include those siting and operating permits and licenses, and any of the foregoing under any applicable Environmental Law, that are required for the development, use, and operation of any Project hereunder.
“Governmental Authority” means any foreign, federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other governmental AHJ or effective control over a Party.
“Grid Services” has the meaning set forth in Section 9.4. “Guaranteed Energy Damages” means liquidated damages in an amount equal to the product of (a) the applicable Avoided Utility Cost, multiplied by (b) the Guaranteed Energy Shortfall. “Guaranteed Energy Damages Cap” has the meaning set forth in Section 8.1(b)(i). “Guaranteed Energy Production” has the meaning set forth in Section 8.1(a). “Guaranteed Energy Shortfall” means, with respect to each year in any Performance Measurement Period, the difference between (a) the product of (i) Expected Annual Contract Quantity, and (ii) 0.85; and (b) the Adjusted Energy Production; provided, if the foregoing formula results in a negative number, the Guaranteed Energy Shortfall shall be zero (0) kWh. “Guaranteed Nameplate Capacity” has the meaning set forth on the applicable PSA. “Guaranteed Storage Availability” has the meaning set forth in Section 8.2(a). “Guaranteed Storage Damages” has the meaning set forth in Section 8.2(b). “Hazardous Substance” means any chemical, waste or other substance (a) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any laws pertaining to the environment, health, safety or welfare, (b) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (c) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (d) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (e) for which remediation or cleanup is required by any Governmental Authority.

EXHIBIT A
713
Schedule I | 8
“Improvements” means any buildings and other improvements on the Project Site other than the Project or the Project Equipment.
“Incentives” means (i) a payment paid by a utility or state or local Governmental Authority based in whole or in part on the cost or size of the Project such as a rebate, (ii) a performance-based incentive paid as a stream of periodic payments by a utility, state or Governmental Authority based on the production of the Project, (iii) investment tax credits, production tax credits, and similar tax credits, grants or other tax benefits under federal, state or local law, and (iv) any other attributes, commodity, revenue stream or payment in connection with the Project (such as ancillary or capacity revenue), in each case of (i) through (iv) relating to the construction, ownership, use or production of energy from the Project, provided that Incentives shall not include RECs. “Indemnified Party” has the meaning set forth in Section 16.1. “Indemnifying Party” has the meaning set forth in Section 16.1. “Initial Term” has the meaning set forth in Section 3.1. “Insolation” has the meaning set forth in Section 7.4.
“Installed Capacity” means, with respect to any Project that has achieved COD, the maximum dependable operating capability of such Project to deliver Project Energy at the Meter, and adjusted for Electrical Losses to the Delivery Point (up to but not in excess of the Project Capacity). “Installed Capacity Certificate” means a certificate issued by a Licensed Professional Engineer confirming the Installed Capacity of the Project.
“Interconnection Agreement” means, with respect to each Project, the interconnection agreement entered into by and between Ava and the Local Electric Utility pursuant to which such Project will be interconnected with the Transmission System.
“Interest Rate” has the meaning set forth in Section 5.3. “Invoice Information” has the meaning set forth in Section 5.2. “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated December 1, 2016, as amended from time to time, under which Ava is organized as a joint powers authority in accordance with the Joint Powers Act.
“kW” means kilowatt in alternating current, unless expressly stated in terms of direct current. “kWh” means kilowatt-hour in alternating current, unless expressly stated in terms of direct current.
“Lawful Permitting Denial Event” has the meaning set forth in Section 10.4.

EXHIBIT A
714
Schedule I | 9
“Letter of Credit” means an irrevocable, standby letter of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least Awithout an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, the form of which shall be mutually agreeable to the Parties. “License Term” has the meaning set forth in Section 6.1(a). “Licensed Professional Engineer” means an independent, professional engineer selected by Ava and reasonably acceptable to City, licensed in the State of California. “Licensees” has the meaning set forth in Section 6.1(a). “Licenses” has the meaning set forth in Section 6.1(f). “Lien” has the meaning set forth in Section 6.3.
“Local Electric Utility” means Pacific Gas and Electric Company, an investor-owned utility headquartered in San Francisco, California.
“Lost Output” has the meaning set forth in Section 8.1(a). “Meter” has the meaning set forth in Section 12.1.
“Modified Design Plan” has the meaning set forth in Section 4.3. “Monthly Bill Credit” has the meaning set forth in Section 5.1(c), “Monthly Payment” has the meaning set forth in Section 5.1(a)(ii). “MSDS” has the meaning set forth in Section 7.11.
“NERC” means the North American Electric Reliability Corporation. “No-Fault Relocation Event” has the meaning set forth in Section 11.1. “Non-Appropriation Period” has the meaning set forth in Section 10.3. “Non-Appropriation Start Date” has the meaning set forth in Section 10.3. “Non-Defaulting Party” means, with respect to the occurrence of any Event of Default, the Party that is not the Defaulting Party in connection with such Event of Default. “Non-Exclusive License” has the meaning set forth in Section 6.1(a). “O&M Agreement” means, with respect to each Project, one or more commercially negotiated contract(s) for the operation and maintenance of the applicable Project, which shall be entered into by and between Ava and Operator.
“On-Site Contractor” has the meaning set forth in Section 7.10(a).

EXHIBIT A
715
Schedule I | 10
“On-Site Services” has the meaning set forth in Section 7.10(a). “Operator” means the entity with which Ava enters into an O&M Agreement for the operation and maintenance of the Projects.
“Optimization Savings” has the meaning set forth in Section 9.3. “Outage Allowance” has the meaning set forth in Section 7.8. “Parties” and “Party” have the meanings set forth in the Preamble. “Pass-Through Damages” has the meaning set forth in Section 5.6. “Performance Measurement Period” has the meaning set forth in Section 8.1(a). “Permitted Assignee” has the meaning set forth in Section 18.1(a). “Permitting Authority” has the meaning set forth in Section 10.4. “Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
“Planned Outage” has the meaning set forth in Section 7.7. “Portfolio Delivery Period” means the period starting on the first Commercial Operation Date to occur with respect to any Project hereunder and ending upon the expiration or early termination of all Project Terms hereunder.
“Product” means PV Energy, Storage Capacity, and RECs.
“Progress Report” has the meaning set forth in Section 4.2. “Project” means any individual Generating Project or Storage Project. “Project Annual Storage Availability” has the meaning set forth in Section 8.2(a). “Project Capacity” means, with respect to any co-located Projects on a particular Project Site, the sum of the Guaranteed Nameplate Capacity of the applicable Generating Project and Storage Inverter Power of the applicable Storage Project.
“Project Energy” means the sum of PV Energy and Discharging Energy during the monthly billing period contemplated under this Agreement, net of Electrical Losses and Station Use, as measured by the Meter, which Meter will be adjusted in accordance with CAISO meter requirements and Prudent Operating Practice to account for Electrical Losses and Station Use. “Project Equipment” means PV modules, PV inverters, PV racking, battery modules, battery inverters, charge controllers, electrical panels, electrical disconnects, electric meters, transformers,

EXHIBIT A
716
Schedule I | 11
and any other supporting equipment, structures, and security features, each to the extent applicable for any given Project.
“Project Monthly Payment” has the meaning set forth in Section 5.1(a)(ii). “Project Roof” has the meaning set forth in Section 8.3(a). “Project Site” means, with respect to a Project, the real property upon which such Project shall be installed, as described or depicted in the applicable PSA. “Project Site Addendum” or “PSA” has the meaning set forth in the Recitals. “Project Term” has the meaning set forth in Section 3.1. “Prudent Operating Practice” means (a) the applicable practices, methods, and acts required by or consistent with Applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the solar industry during the relevant time period with respect to distributed generation generating projects with integrated storage in the Western United States or (b) any of the practices, methods, and acts that, in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to distributed generation generating projects with integrated storage in the Western United States. Prudent Operating Practice includes compliance with Applicable Laws, applicable reliability criteria, and the criteria, rules, and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations. “PV Energy” means that portion of Energy that is delivered directly to the Delivery Point from a Generating Project and is not Discharging Energy.
“PV Payment” has the meaning set forth in Section 5.1(a)(i). “REC” means a renewable energy credit or certificate under any state renewable portfolio, standard or federal renewable energy standard, voluntary renewable energy credit certified by a non-governmental organization, pollution allowance, carbon credit and any similar environmental allowance or credit and green tag or other reporting right under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program, in each case relating to the construction, ownership, use or production of energy from the Project, provided that RECs shall not include Incentives.
“Relocation Request” has the meaning set forth in Section 11.1. “Removal Costs” has the meaning set forth in Section 11.3. “Removal Deadline” has the meaning set forth in Section 11.2.

EXHIBIT A
717
Schedule I | 12
“Removal Services” has the meaning set forth in Section 11.2. “Renewable Rate” has the meaning set forth in the applicable PSA. “Renewal Term” has the meaning set forth in Section 3.1. “Representatives” has the meaning set forth in Section 19.2(a). “Requested Confidential Information” has the meaning set forth in Section 19.2(b). “Resource Adequacy Benefits” means the rights and privileges attached to the Project that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any CPUC decision and includes any local, zonal or otherwise locational attributes associated with the Project, in addition to flex attributes.
“Roof Damage Warranty” has the meaning set forth in Section 8.3(a). “Site Control” means that City: (A) is the fee simple owner of the Project Site; or (B) is the lessee of the Project Site pursuant to a lease which (i) has a term no shorter than the duration of the Initial Term, and (ii) authorizes City to act in all manners relating to the control and operation of the Project Site.
“Station Use” means: (i) the Energy produced or discharged by the Project that is used within the Project to power the lights, motors, control systems, and other electrical loads that are necessary for operation of the Project; and (ii) the Energy produced or discharged by the Project that is consumed within the Project’s electric energy distribution system as losses. “Storage Capacity” means the maximum dependable operating capability of the Storage Project to discharge electric energy that can be sustained for four consecutive hours (in kWh). “Storage Inverter Power” means the nameplate discharging power rating, in kWs, of a Storage Project, as specified in the applicable PSA.
“Storage Payment” has the meaning set forth in Section 5.1(a)(i). “Storage Project” has the meaning set forth in the Recitals. “Storage Rate” has the meaning set forth in the applicable PSA. “Subcontractors” has the meaning set forth in Section 2.1. “Tariff Termination” has the meaning set forth in Section 17.1. “Term” has the meaning set forth in Section 3.1.
“Termination Payment” means the Ava Termination Payment or City Termination Payment, or both, as the context may require.

EXHIBIT A
718
Schedule I | 13
“Tier 1 Supplier” means a “Tier 1 Module Manufacturer” as listed from time to time by Bloomberg New Energy Finance’s PV Market Outlook, published on a quarterly basis, or if no longer published, a similar publication agreed upon by Ava and City in writing, and as agreed to by City.
“Total System Benefit” means the sum of all revenue and bill savings from Optimization Savings realized by the operation of the Project, net of any electricity expenses associated with the operation of the Project, as calculated by Ava. Total System Benefit does not include RECs or Incentives. A hypothetical calculation of Total System Benefit is as follows: (i) estimated cumulative Project Site utility expenses during the Term if the Project did not exist, less (ii) estimated cumulative Project Site utility expenses during the Term with the Project in operation, less (iii) cumulative Monthly Payments during the Term. “Total System Benefit Target” has the meaning set forth in Section 5.1(b). “Transmission System” means the transmission Projects operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“WECC” means the Western Electricity Coordinating Council. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” has the same meaning as “certificate” as defined in the WREGIS Operating Rules.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of November 2024, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

EXHIBIT A
719
EXHIBIT 1

EXPECTED ANNUAL CONTRACT QUANTITY AND AVOIDED UTILTY COST [Attached]
Exhibit I | 1 Exhibit 1 | 1

EXHIBIT I

EXPECTED ANNUAL CONTRACT QUANTITY AND AVOIDED UTILTY COST [Attached]

EXHIBIT A
720
Exhibit I
Expected Annual Contract Quantity
City: Livermore
Year
Expected Project
Energy (kWh)
Guaranteed Project
Energy (kWh)
Avoided
Utility Cost
$/kWh
1 172,684 146,781 $ 0.1429
2 171,820 146,047 $ 0.1458
3 170,957 145,313 $ 0.1487
4 170,093 144,579 $ 0.1517
5 169,230 143,846 $ 0.1547
6 168,367 143,112 $ 0.1578
7 167,503 142,378 $ 0.1610
8 166,640 141,644 $ 0.1642
9 165,776 140,910 $ 0.1675
10 164,913 140,176 $ 0.1708
11 164,050 139,442 $ 0.1742
12 163,186 138,708 $ 0.1777
13 162,323 137,974 $ 0.1813
14 161,459 137,240 $ 0.1849
15 160,596 136,506 $ 0.1886
16 159,732 135,773 $ 0.1924
17 158,869 135,039 $ 0.1962
18 158,006 134,305 $ 0.2000
19 157,142 133,571 $ 0.2000
20 156,279 132,837 $ 0.2000
21 155,415 132,103 $ 0.2000
22 154,552 131,369 $ 0.2000
23 153,689 130,635 $ 0.2000
24 152,825 129,901 $ 0.2000
25 151,962 129,167 $ 0.2000

EXHIBIT A
721

EXHIBIT I

PROJECT SITE ADDENDA
[Attached]
Exhibit Il | 1

EXHIBIT I

PROJECT SITE ADDENDA
[Attached]
Exhibit II | 1 Exhibit Il | 1

EXHIBIT II

PROJECT SITE ADDENDA
[Attached]

EXHIBIT A
722

City: Livermore Contract Capacity 303.6kW
City Effective Date: Annual Escalator: 2.00%
Initial Term: 25 years
Cumulative Guaranteed
Nameplate Capacity (kW 123.6kW
DC):

Storage Inverter Power 180.0kW (kW):

Year 1 Year 1 Project Type - ae Guaranteed Storage Storage Estimated Estimated - - - Renewable - Project PV Description Nameplate . - Livermore Site Name Project Address Rate Storage Rate |(Generating, (eg carport, rooftop, etc.) |Capacity (kW Inverter Contract Construction Commercial ($/KWh) ($/kW) Storage, Both) Bhs CEN ee D a y Power (kW) |Capacity (kWh) |Start Date Operation Date Livermore City Council 1016 S Livermore Ave. Chambers Livermore, CA 94550 $ 0.235 | $ 20.00 {Both Carport & Rooftop 57.86kW 80.00kW 162.00kWh 12/31/2025 4/30/2026 Livermore Maintenance 3500 Robertson ParkRoad |$ 0o210|1$ 20.00 |Both Rooftop 65.69kW 100.00kW |244.00kWh 12/31/2025 4/30/2026 Service Center Livermore, CA 94550

Livermore Total: 123.55kKW 180.00kW 406.00kWh
City: Livermore Contract Capacity 303.6kW
City Effective Date: Annual Escalator: 2.00%
Initial Term: 25 years
Cumulative Guaranteed
Nameplate Capacity (kW
DC):
123.6kW
Storage Inverter Power
(kW): 180.0kW
Livermore Site Name Project Address
Year 1
Renewable
Rate
($/kWh)
Year 1
Storage Rate
($/kW)
Project Type
(Generating,
Storage, Both)
Project PV Description
(e.g., carport, rooftop, etc.)
Guaranteed
Nameplate
Capacity (kW
DC)
Storage
Inverter
Power (kW)
Storage
Contract
Capacity (kWh)
Estimated
Construction
Start Date
Estimated
Commercial
Operation Date
Livermore City Council
Chambers
1016 S Livermore Ave.

Livermore, CA 94550 $ 0.235 $ 20.00 Both Rooftop 57.86kW 80.00kW 162.00kWh 12/31/2025 4/30/2026 Livermore Maintenance
Service Center
3500 Robertson Park Road
Livermore, CA 94550 $ 0.210 $ 20.00 Both Rooftop 65.69kW 100.00kW 244.00kWh 12/31/2025 4/30/2026 Livermore Total: 123.55kW 180.00kW 406.00kWh
Exhibit II - Livermore - Project Site Addendum Summary

EXHIBIT A
723
Exhibit 中 -1
PSA for Livermore City Council Chambers
[Attached]
Exhibit III | 1 Exhibit IN | 1
Exhibit II-1
PSA for Livermore City Council Chambers
[Attached]

EXHIBIT A
724
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore City Council
Chambers Both Rooftop Livermore
1016 S Livermore Ave.

Livermore, CA 94550
Milestone Schedule
Estimated Construction Start
Date
Construction Start
Deadline
Estimated Commercial
Operation Date
Commercial
Operation
Deadline
12/31/2025 1/31/2026 4/30/2026 5/31/2026
Storage Inverter Power (kW) Storage Contract
Capacity (kWh)

80.00kW 162.00kWh
Generating Project Terms
Guaranteed Nameplate Capacity (kW DC)

57.86kW
Project Site Information
Storage Project Terms
Exhibit II-1 - Project Site Addendum
Project Site Description: The Project Site is the Livermore City Council Chambers, located at 1016 South Livermore Avenue. The Generating Project will include PV panels located on the southwest side of the rooftop and a portion of the north rooftop. The Storage Project will include a battery energy storage system located on the southwest side of the property parallel to South Livermore Avenue. The Project shall be a built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]

EXHIBIT A
725
Exhibit 11-1
Site Plan, Electrical Diagrams, and Metering Information for Livermore City Council Chambers
[Attached]
Exhibit II-1
Site Plan, Electrical Diagrams, and Metering Information for Livermore City Council Chambers
[Attached]

EXHIBIT A
726
A7 A201
A201
A201 A2
A5

MEETING HALL

BUILDING

SOUTH LIVERMORE AVENUE

P PARKING LOT L
1 2
1 A201
A10

PACIFIC AVENUE
2 3
4 TRASH /

EMERGENCY

GENERATOR

ENCLOSURE
3 MECHANICAL

EQUIPMENT

SLOPE DOWN SLOPE DOWN

SLOPE DOWN

SLOPE DOWN
SLOPE
DOWN
SLOPE
DOWN
SLATE SHINGLE ROOF, TYP.

FLAT ROOF
SLOPE
DOWN
Scale
Project numberDateDrawn by
Checked by
3/31/2026
1480 Folsom St. San Francisco, CA 94103
T: 415.826.5100 F: 415.826.0142
McMillanCo.com - Licence 268179-C10
SHEET NOTES:

PROJECT:PROJECT DETAILS:

As indicated 4/4/2024 3:06:26 PM E3.0.1

BLOCK DIAGRAM & EQUIPMENT
SPECS
Project Number
Issue Date
Author
Checker
No. Description Date

CITY COUNCIL CHAMBERS
1016 SOUTH LIVERMORE AVE
LIVERMORE, CA, 94550
(N)CONCRETE PAD (N) BESS (N) ELECTRICAL

EQUIPMENT
(E) ELECTRICAL GEAR

ROOF LAYOUT EXPANDED VIEW

EQUIPMENT LAYOUT
PV: 57.86 kWstc, 50kW AC
AHJ: LIVERMORE, CITY OF
BESS: 80KW/162KWH
(;+,%,7$
727
Scale
Project numberDateDrawn by
Checked by
3/31/2026
1480 Folsom St. San Francisco, CA 94103
T: 415.826.5100 F: 415.826.0142
McMillanCo.com - Licence 268179-C10
SHEET NOTES:

PROJECT:PROJECT DETAILS:

As indicated 4/4/2024 3:06:26 PM E3.0.1

BLOCK DIAGRAM & EQUIPMENT
SPECS
Project Number
Issue Date
Author
Checker
No. Description Date
3P4W 120/208VAC
200A BACKUP PANEL

INTERLOCK SIGNAL

ETHERNET CABLE
24V DC POWER SUPPLY
3PH4W VOLTAGE

SENSING CABLE

ESPIRE MINI
PCS POWER 40KWDC-DC CONVERTER 45KW
BATTERY STORAGE 81KwH
3PH4W/208VAC/60Hz
(N)#1-#2
(N)
(N)
(N)
(N) INVERTER
SOLAREDGE SE50KUS
OUTPUT: 50 KW, 208 VAC, 139.5A

97.5% CEC-WEIGHTED EFFICIENCY
NEMA 3R, UL LISTED, INTERNAL GFDI &

AFCI, UNGROUNDED,

TRANSFORMERLESS, EQUIPPED

WITH RAPID SHUTDOWN
(E) MAIN SWITCHBOARD
208Y/120V, 3-PHASE, 4W, 65KAIC
MAIN BUSS: 800A
600A
(E) UTILITY
METER
#1010410371

GENERATOR
(E) 120/208v,3ph,4W
100Kw GENERATOR

TO UTILITY

GRID (OH)
600A
3P
LOADS
ESPIRE MINIPCS POWER 40KWDC-DC CONVERTER 45KW
BATTERY STORAGE 81KwH
3PH4W/208VAC/60Hz
(N) PV ARRAY

SEE ARRAY CONFIG TABLE
NOTE: ALL ROOFTOP

MODULES EQUIPPED WITH

RAPID SHUTDOWN

DEVICES
175A
3P
ATS
600A,120/208V, 3-PHASE
Input Side 150A
Grid Side 150A
300A
3P CITY COUNCIL CHAMBERS 1016 SOUTH LIVERMORE AVE
LIVERMORE, CA, 94550
PV: 57.86 kWstc, 50kW AC
AHJ: LIVERMORE, CITY OF
BESS: 80KW/162KWH
(;+,%,7$
728
Exhibit 中 -1
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable. ] Exhibit 中 -1
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable. ] Exhibit II-1
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
729
Exhibit 11-2
PSA for Livermore Maintenance Service Center
[Attached]
Exhibit II-2
PSA for Livermore Maintenance Service Center
[Attached]

EXHIBIT A
730

Exhibit 11-2 - Project Site Addendum

Project Type ; a - .

Project Name (Generating, Storage, Project PV Description Ciy/ Sie Project Address Both) (e.g., carport, rooftop, etc.) }Owner Livermore Maintenance Both Roofto Livermore 3500 Robertson Park Road Service Center P Livermore, CA 94550
Milestone Schedule
Estimated Construction Start]Construction Start Estimated Commercial Someroial - - Operation Date Deadline Operation Date - Deadline

12/31/2025 1/31/2026 4/30/2026 5/31/2026
Generating Project Terms

Guaranteed Nameplate Capacity (kW DC)

65.69kW
Storage Project Terms
Storage Inverter Power (kW) Storage Contract

Capacity (kWh)
100.00kW

244.00kWh
Project Site Information Project Site Description: The Project Site is the Livermore Maintenance Services building, located at 3500 Robertson Park Road. The Generating Project will include PV panels located on the south side of the rooftop of the main building and the west side of the rootfop on the adjacent building. The Storage Project will include a battery energy storage system located on the south side of the property parallel to Robertson Park Road. The Project shall be built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable

Electrical Diagram: [See attached]

Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore Maintenance
Service Center Both Rooftop Livermore 3500 Robertson Park Road Livermore, CA 94550 Milestone Schedule
Estimated Construction Start
Date
Construction Start
Deadline
Estimated Commercial
Operation Date
Commercial
Operation
Deadline
12/31/2025 1/31/2026 4/30/2026 5/31/2026
Storage Inverter Power (kW) Storage Contract
Capacity (kWh)
100.00kW 244.00kWh
Generating Project Terms
Guaranteed Nameplate Capacity (kW DC)

65.69kW
Storage Project Terms
Project Site Information
Project Site Description: The Project Site is the Livermore Maintenance Services building, located at 3500 Robertson Park Road. The Generating Project will include PV panels located on the south side of the rooftop of the main building and the west side of the rootfop on the adjacent building. The Storage Project will include a battery energy storage system located on the south side of the property parallel to Robertson Park Road. The Project shall be built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]
Exhibit II-2 - Project Site Addendum

EXHIBIT A
731
Exhibit 1-2
Site Plan, Electrical Diagrams, and Metering Information for Livermore Maintenance Service Center
[Attached]
Exhibit II-2
Site Plan, Electrical Diagrams, and Metering Information for Livermore Maintenance Service Center
[Attached]

EXHIBIT A
732
Scale
Project numberDateDrawn by
Checked by
3/31/2026
1480 Folsom St. San Francisco, CA 94103
T: 415.826.5100 F: 415.826.0142
McMillanCo.com - Licence 268179-C10
SHEET NOTES:

PROJECT:PROJECT DETAILS:

As indicated 4/4/2024 3:06:26 PM E3.0.1

BLOCK DIAGRAM & EQUIPMENT
SPECS
Project Number
Issue Date
Author
Checker
No. Description Date
(E) ONE STORY BUILDING
(NOT PART OF SCOPE)
120

ROBERTSON PARK RD
(E) TRASH ENCLOSURE
(E) GENERATOR
30'-0"
(E) DRIVEWAY
29'-0"
(E) DRIVEWAY
38'-1"
(E) PV
ARRAY TYP.
(E) OPEN STORAGE AREA
(E) OPEN STORAGE AREA
(E) ELECTRICAL
ROOM
(E) ELECTRICAL
EQUIP.
(E) GATE
(E) OPEN STORAGE AREA
(E) OPEN STORAGE AREA
℄

DIRT / OPEN AREA CONCRETE PAD (N)CONCRETE PAD
(N)BESS
(N)ELECTRICAL

EQUIPMENT

65.69 kWstc, 50kW AC
AHJ: LIVERMORE, CITY OF
BESS: 100KW/244KWH

MAINTENANCE SERVICE CENTER
3500 ROBERTSON PARK RD
LIVERMORE, CA, 94550
(;+,%,7$
733
Scale
Project numberDateDrawn by
Checked by
3/31/2026
1480 Folsom St. San Francisco, CA 94103
T: 415.826.5100 F: 415.826.0142
McMillanCo.com - Licence 268179-C10
SHEET NOTES:

PROJECT:PROJECT DETAILS:

As indicated 4/4/2024 3:06:26 PM E3.0.1

BLOCK DIAGRAM & EQUIPMENT
SPECS
Project Number
Issue Date
Author
Checker

MAINTENANCE SERVICE CENTER
3500 ROBERTSON PARK RD
LIVERMORE, CA, 94550
No. Description Date

65.69 kWstc, 50kW AC
AHJ: LIVERMORE, CITY OF
BESS: 100KW/244KWH
3P4W 480/277VAC
200A BACKUP PANEL

INTERLOCK SIGNAL

ETHERNET CABLE
24V DC POWER SUPPLY
3PH4W VOLTAGE

SENSING CABLE

ESPIRE MINI
PCS POWER 90KWDC-DC CONVERTER 45KW
BATTERY STORAGE 245KwH
3PH4W/480VAC/60Hz
(N)1
(N)
(N)
(N)
(N) INVERTER #1-2
SOLAREDGE SE30KUS
OUTPUT: 30 KW, 480 VAC, 36.25A

98.5% CEC-WEIGHTED EFFICIENCY
NEMA 3R, UL LISTED, INTERNAL GFDI &

AFCI, UNGROUNDED,

TRANSFORMERLESS, EQUIPPED

WITH RAPID SHUTDOWN
(E) MAIN SWITCHBOARD
480Y/277V, 3-PHASE, 4W, 65KAIC
MAIN BUSS: 1600A
1600A
(E) UTILITY
METER
#1006728899

GENERATOR
(E) 480/277v,3ph,4W
100Kw GENERATOR

TO UTILITY

GRID (OH)
600A
3P
LOADS
ESPIRE MINIPCS POWER 100KWDC-DC CONVERTER 45KW
BATTERY STORAGE 244KwH
3PH4W/480VAC/60Hz
(N) PV ARRAY

SEE ARRAY CONFIG TABLE
NOTE: ALL ROOFTOP

MODULES EQUIPPED WITH

RAPID SHUTDOWN

DEVICES
50A
3P
ATS
300A,480/277V, 3-PHASE
Input Side 300A
Grid Side 300A
300A
3P
50A
3P
(;+,%,7$
734
Exhibit II-2
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
735

EXHIBIT II

CITY-SPECIFIC TERMS
N/A

EXHIBIT III

CITY-SPECIFIC TERMS
N/A

EXHIBIT A
736
Exhibit IV | 1

EXHIBIT IV

INSURANCE REQUIREMENTS
A. ENDORSEMENTS AND CONDITIONS APPLYING TO ALL PHASES

INSURANCE
Without limiting Ava’s indemnification of the City, Ava shall provide and maintain at its own expense, during the term of this Agreement, or phase of this Agreement if coverage is phasespecific, or as may be further required herein, the following insurance coverages and provisions:

1. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and noncontributory and will not seek contribution from any other insurance (or self-insurance) available to the City. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by Ava shall not reduce or limit Ava’s contractual obligation to indemnify and defend the Indemnified Parties.

2. EVIDENCE OF COVERAGE: Before commencing operations under this Agreement, Ava shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, evidencing that all required insurance coverage is in effect. The required certificate(s) and endorsements must be sent as set forth in the notices.

Ava shall not receive a notice to proceed with the work under this Agreement until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of Ava.

3. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of this Agreement or phase of this Agreement to which it applies. In addition, insurance policies and coverage(s) written on a claims-made basis:
• Shall be maintained during the entire term of this Agreement or phase of this Agreement to which it applies and until 5 years following the letter of termination of this Agreement/phase of this Agreement and acceptance of all work provided under this Agreement.
• The retroactive date must be before the execution date of the contract or the beginning of contract work.
• If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Ava must purchase extended reporting period coverage for a minimum of five (5) years after completion of work.

4. ADDITIONAL INSURED: All insurance required herein with the exception of Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City or, its elected officials, officers, agents, employees,

EXHIBIT A
737
Exhibit IV | 2
volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13.

In all cases, the additional insured endorsement shall be at least as broad as ISO Form CG 20 38 04 13.

All private property owners granting “Rights of Entry” for construction of the work shall be covered as insureds under the same coverage as provided the City as respects their ownership of the property and the work to be done thereon.

5. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with an A.M. Best Rating of no less than A: VII or equivalent shall be admitted to the State of California unless otherwise waived by Risk Management, and with deductible amounts acceptable to the City. Acceptance of Ava’s insurance by City shall not relieve or decrease the liability of Ava hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of Ava.

6. SUBCONTRACTORS: Ava shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements, has complied with the insurance requirements in this Agreement, including this Exhibit IV. Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13.

7. JOINT VENTURES: If Ava is an association, partnership or other joint business venture, required insurance shall be provided by one of the following methods:
• Separate insurance policies issued for each individual entity, with each entity included as a “Named Insured” (covered party), or at minimum named as an “Additional Insured” on the other’s policies.
• Coverage shall be at least as broad as in the ISO forms named above. Joint insurance program with the association, partnership or other joint business venture included as a “Named Insured”.

8. NOTICE OF CANCELLATION:

All coverage as required herein shall not be canceled or changed so as to no longer meet the specified City insurance requirements without 30 days’ prior written notice of such cancellation or change being delivered to the City or their designated agent.

9. SELF-INSURANCE:

City acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of Ava. However, this shall not in any way limit liabilities assumed by Ava under this Agreement. Any self-insurance shall be approved in writing by City upon satisfactory evidence of financial capacity. Ava’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions. City acknowledges that some insurance

EXHIBIT A
738
Exhibit IV | 3
requirements contained in this Agreement may be fulfilled by a combination of primary and excess liability policies. However, this shall not in any way limit liabilities assumed by Ava under this Agreement.

B. DESIGN PHASE INSURANCE REQUIREMENTS
Insurance required during the design phase will include:

2. General liability coverage shall include:
a. Project Site and Operations
b. Personal Injury liability
c. Severability of interest

3. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non owned and hired vehicles.

4. Workers’ Compensation and Employer’s Liability Insurance a. Statutory California Workers’ Compensation coverage including broad form all states coverage.
b. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

5. Professional Errors and Omissions Liability Insurance a. Coverage shall be in an amount of not less than two million dollars ($2,000,000) per occurrence/aggregate.
b. If coverage contains a deductible or self-retention, it shall not be greater than two hundred fifty thousand dollars ($250,000) per occurrence/event. c. Coverage as required herein shall be maintained for a minimum of three years following termination or completion of this Agreement.

EXHIBIT A
739
Exhibit IV | 4

6. Claims Made Coverage
If coverage is written on a claims’ made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that:
a. Policy retroactive date coincides with or precedes the consultant’s start of work (including subsequent policies purchased as renewals or replacements). b. Policy allows for reporting of circumstances or incidents that might give rise to future claims.

C. CONSTRUCTION PHASE INSURANCE REQUIREMENTS
The following limits shall apply:

1. Commercial General Liability Insurance for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence -$2,000,000
b. General aggregate -$4,000,000
c. Products/Completed Operations aggregate ** - $4,000,000 d. Personal Injury -$2,000,000
A minimum of 50% of each of the aggregate limits must remain available at all times unless coverage is project specific.

2. General liability coverage shall include:
a. Project Site and Operations
b. **Products/Completed Operations with limits of four million dollars ($4,000,000) per aggregate to be maintained for three (3) years following acceptance of the work by City.
c. Contractual Liability expressly including liability assumed under this Agreement.

If Ava is working within fifty (50) feet of a railroad or light rail operation, any exclusion as to performance of operations within the vicinity of any railroad bridge, trestle, track, roadbed, tunnel, underpass or crossway shall be deleted, or a railroad protective policy provided.
d. Personal Injury liability
e. City’s and Ava’s protective liability
f. Severability of interest

EXHIBIT A
740

3. g. Explosion, Collapse, and Underground Hazards (X, C and U) h. Broad Form Property Damage liability
General liability coverage shall include the following endorsements, copies of which shall be provided to City:
a. Contractual Liability Endorsement:

Insurance afforded by this policy shall apply to liability assumed by the insured under written contract with City.
b. X C & U (Explosion, Collapse and Underground) Endorsement:

Insurance afforded by this policy shall provide X, C and U Hazards coverage.

Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

Workers’ Compensation and Employer’s Liability Insurance a. Statutory California Workers’ Compensation coverage including broad form all states coverage.
b. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

Property Installation floater:

The property installation floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation and testing at the entity’s site. The coverage shall be in the amount of the value of the completed Project and materials.

OPERATIONS AND MAINTENANCE PHASE INSURANCE REQUIREMENTS Ava shall cause the delivery of certification of insurance requirements during the Operations and maintenance phase no less than sixty (60) days prior to the estimated COD Deadline.

The following limits shall apply:

Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

Exhibit IV | 5 Exhibit IV | 5
g. Explosion, Collapse, and Underground Hazards (X, C and U) h. Broad Form Property Damage liability

3. General liability coverage shall include the following endorsements, copies of which shall be provided to City:
a. Contractual Liability Endorsement:

Insurance afforded by this policy shall apply to liability assumed by the insured under written contract with City.
b. X C & U (Explosion, Collapse and Underground) Endorsement:

Insurance afforded by this policy shall provide X, C and U Hazards coverage.

4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

5. Workers’ Compensation and Employer’s Liability Insurance a. Statutory California Workers’ Compensation coverage including broad form all states coverage.
b. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

6. Property Installation floater:

D. OPERATIONS AND MAINTENANCE PHASE INSURANCE REQUIREMENTS Ava shall cause the delivery of certification of insurance requirements during the operations and maintenance phase no less than sixty (60) days prior to the estimated COD Deadline.

The following limits shall apply:

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

EXHIBIT A
741

4. a. Each occurrence -$2,000,000
b. General aggregate -$4,000,000
C. Personal Injury -$2,000,000
General liability coverage shall include:
。 Project Site and Operations
。 Personal Injury liability
。 Severability of interest
Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

Workers’ Compensation and Employer’s Liability Insurance 。 Statutory California Workers’ Compensation coverage including broad form allstates coverage. 。 Employers Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

Exhibit IV | 6 Exhibit IV | 6
a. Each occurrence -$2,000,000
b. General aggregate -$4,000,000
c. Personal Injury -$2,000,000

2. General liability coverage shall include:
• Project Site and Operations
• Personal Injury liability
• Severability of interest

4. Workers’ Compensation and Employer’s Liability Insurance • Statutory California Workers’ Compensation coverage including broad form allstates coverage. • Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

EXHIBIT A
742
Exhibit V | 1

EXHIBIT V

NOTICES
Livermore Ava
All Notices:

Street: 1052 S Livermore Avenue
City: Livermore
Attn: City Attorney’s Office
Phone: 925-960-4150
Email: [email protected]
With additional copies to:
[email protected]
[email protected]
All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
Reference Numbers:

Duns: 086168564
Federal Tax ID Number: 94-6000359
Reference Numbers:

Duns: 081103072
Federal Tax ID Number: 82-2262960
Invoices:

Attn: Accounts Payable
Phone: 925-960-4345
Email: [email protected]
Invoices:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Payments:

Attn: Finance
Phone: 925-960-4300
Email: [email protected]
Payments:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Wire Transfer:
[Redacted]
Wire Transfer:
[Redacted]

EXHIBIT A
743
Exhibit V | 2
Livermore Ava
Credit and Collections:

Attn: Finance
Phone: 925-960-4300
Email: [email protected]
Credit and Collections:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Emergency Contact:

Attn: Public Works Department
Phone: 925-960-8020
Email: [email protected]
Emergency Contact:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With additional Notices of an Event of
Default to:

Attn: Finance
Phone: 925-960-4300
Email: [email protected]
With additional Notices of an Event of
Default to:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]

EXHIBIT A
744

EXHIBIT VI

AVA TERMINATION PAYMENT SCHEDULE
[Attached]
Exhibit VI | 1 Exhibit VI | 1

EXHIBIT VI

AVA TERMINATION PAYMENT SCHEDULE
[Attached]

EXHIBIT A
745
Exhibit VI
Ava Termination Payment Schedule
City: Livermore
Year Ava Total
1 $28,975
2 $25,802
3 $22,628
4 $19,455
5 $16,282
6 $13,108
7 $9,935
8 $6,762
9 $3,589
10 $17,000
11 $29,215
12 $40,171
13 $49,803
14 $49,804
15 $47,974
16 $44,222
17 $38,457
18 $30,586
19 $20,511
20 $8,131
21 $4,439
22 $2,959
23 $1,973
24 $986
25 $0

EXHIBIT A
746

EXHIBIT VII

CITY TERMINATION PAYMENT SCHEDULE
[Attached]
Exhibit VII | 1 Exhibit VII | 4

EXHIBIT VII

CITY TERMINATION PAYMENT SCHEDULE
[Attached]

EXHIBIT A
747
Exhibit VII
City Termination Payment Schedule
City: Livermore
Year City Total
1 $1,714,676
2 $1,684,914
3 $1,652,811
4 $1,618,271
5 $1,581,196
6 $1,541,482
7 $1,499,023
8 $1,453,711
9 $1,405,432
10 $1,354,068
11 $1,299,498
12 $1,241,598
13 $1,180,236
14 $1,115,281
15 $1,046,592
16 $974,026
17 $897,437
18 $816,669
19 $731,566
20 $641,964
21 $547,694
22 $448,581
23 $344,445
24 $235,099
25 $123,960

EXHIBIT A
748
CITY COUNCIL STAFF REPORT ITEM NO. 10.1

4.0 Open Forum
Material: Public Comment

5.5 Resolution authorizing the approval of K.J. Woods Construction, Inc.'s request to withdraw their bid proposal, authorizing supplemental appropriations to the Fiscal Year 2025-26 budget, and awarding a construction agreement to DPI, Inc., in the amount of $4,798,723, for the Sewer Replacement Project, WW202003 Material: Public Comment

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

Material: PowerPoint Presentation

6.2 Public Hearing to receive and consider the Comprehensive Housing Update to the Livermore Development Code and establishment of Mixed-Use and Multifamily Objective Design Standards (Development Code Amendment (DCA) 23-001 and Policy Proposal (POL) 25-001)
Material: PowerPoint Presentation
DATE: July 14, 2025
TO: Honorable Mayor and City Council
FROM: Marianna A. Burch, 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.
749

6.3 Public Hearing to adopt a resolution authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement with Ava Community Energy and determining that the agreement is in the City's best interest Material: PowerPoint Presentation

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

Material: Council Reports

DISCUSSION

ATTACHMENTS

1. Supplemental Materials
Prepared by: Ashley Zieba
Assistant City Clerk
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
750
Item 4.0
Public Comment
751
Item 5.5
Public Comment
752
753
754
3 Staff Recommendation
• Consider protests related to the non-payment of
solid waste, recycling, and organics services; • Adopt a resolution overruling protests and confirm the assessments if applicable; and, • Direct staff to forward a finalized copy of the assessment to the County Tax Assessor.
5 Item 6.1
PowerPoint Presentation
755
756
2 Housing Updates to LDC
• Chapter 11.30: Accessory Dwelling Units (ADUs) and
Junior Accessory Dwelling Units (JADUs) • Chapter 11.50: Two-Unit Residential Developments and Urban Lot Splits
• Chapter 11.62: Streamlined Review in NonResidential Zoning Districts • Chapter 11.69: Streamlined Review of Eligible
Subdivisions
• Chapter 11.80: Residential Development on NonResidential Properties Objective Design Standards
Recommendation
• Standards
apply to all
multifamily
and residential
mixed-use
projects of
more than 10
units.
3 4
Item 6.2
PowerPoint Presentation
757
3 Objective Design Standards
Architectural Styles
Spanish Mediterranean Federal Farmhouse
American Mercantile Craftsman Prairie
Development Agreement Pathways
Affordable Housing
• Allow deviation from
certain standards, pursuant
to an Alternative Affordable
Plan
• Opportunities for public
benefits
Objective Design Standards
• Allow deviation from
standards, pursuant to
an Alternative Design Plan • Opportunities for public
benefits
• Modifications to standards possible through
a Development Agreement
5 6
Item 6.2
PowerPoint Presentation
758
4 Project Review Streamlining
Residential Projects with Subdivision Map
Current Proposed Review
Authority
PMW and
4 or less parcels
Waiver of Parcel Map
(PMW)
Staff-Level
Between 5 and 149
parcels
PC 4 or less parcels
CC 5 or more parcels 150 or more parcels
Project Review Streamlining
Residential Projects without Subdivision Map
Current Proposed Review
Authority
Staff-Level 4 or less units 39 or less units
Between 40 and 149 units
outside of a Specific Plan or 40 or more units inside a Specific Plan
PC 5 or more units
150 or more units outside of a
Specific Plan
CC
7 8
Item 6.2
PowerPoint Presentation
759
760
6 Recommendation
The Planning Commission and staff recommend the City
Council:

1. Adopt a resolution finding the project is exempt from the provisions of the California Environmental Quality
Act (CEQA), pursuant to CEQA Guidelines section
15061(b)(3) and Government Code Sections 65852.2,
65852.21, 65852.24, 65912.114 and 65912.124; and

2. Adopt a resolution approving the Mixed-Use and
Multifamily Objective Design Standards
Recommendation - Continued

3. Introduce an ordinance repealing Development Code housing sections

6.02.030 Density Bonus, 6.03.060 Emergency Shelters, 6.03.070 Farmworker Housing, 6.03.080 Mobile Homes and Mobile Home Parks,

6.03.120 Accessory Dwelling Units, and 10.06.050 Affordable Housing, and adopting a new “Part 11 Housing” chapter in the Development Code pertaining to all forms of housing;

4. Introduce an ordinance amending Development Code sections 9.07.020 Applicability, 9.07.030 (Table 9.3 Review Authority For Site Plan and Design Review), 9.07.040 Application Filing, Processing, and Review, of “Part 9 Permits and Approvals”, and sections 10.01.050 (Table 10.1 Subdivision Review Authorities), and 10.02.050 Tentative Map Public Hearing and Action of "Part 10 Subdivisions", to increase project review streamlining; and

5. Introduce an ordinance amending various Development Code sections for internal consistency with new “Part 11 Housing” and amendments to “Part 9 Permits and Approvals” and “Part 10 Subdivisions”. 11 12
Item 6.2
PowerPoint Presentation
761
1 Renewable Energy & Storage Power v Purchase Agreement July 14, 2025
Tricia Pontau, Sustainability Program Manager
Background
• On February 10, 2025, City Council authorized a Power Purchase Agreement (PPA) with Ava Community Energy
(Ava) • Solar with battery storage at 5 City facilities • Part of a large portfolio of projects across several cities to be financed and owned by Green Bridge
• Green Bridge backed out citing concerns about project costs and timelines due to tariffs and supply chains
• Ava Board of Directors authorized a revised structure in which Ava finances and owns a smaller portfolio of
projects
1 2
Item 6.3
PowerPoint Presentation
762
2 Project Scope
• 25-year Power Purchase Agreement with Ava
Community Energy
• Rooftop solar and battery
storage at two City facilities
• Civic Center Meeting Hall &
Maintenance Service Center • Benefits: • Clean & renewable energy • Provides backup power during
outages
• Reduces time-of-use (TOU)
energy costs
• Lowers reliance on diesel
generators
Financial Terms
• No upfront capital costs for the City. • Ava will finance, install, own, operate, and maintain the systems. • City will make monthly payments to Ava for energy generated and storage capacity. • Nominal energy cost savings over the 25-year contract. • Grandfathered under NEM 2.0 if installed by April 2026, ensuring higher compensation for excess solar energy.
3 4
Item 6.3
PowerPoint Presentation
763
3 Recommendation
Staff recommends the City Council adopt two resolutions:

Recommendation (cont.)

2. Authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement between the City and Ava Community Energy in substantially the same form as the draft agreement, subject to the City Attorney's approvals as to form, pursuant to the California Government Code (sections 4217.10 through 4217.18), and determining pursuant to California Government Code section 4217.12 that the agreement is in the City’s best interest because the anticipated energy costs will be less than the marginal cost the City would otherwise pay for the consumed energy, which savings will also offset any potential revenue from Ava to place its equipment on City facilities.
5 6
Item 6.3
PowerPoint Presentation
764
Council Member Date of
Meeting or
Event
Committee or
Organization - (Please
spell out acronyms)
Meeting or Event
Type (ex. board
meeting or ribbon
Summary of Meeting or Event
Mayor Marchand 6/24/2025 Livermore Pleasanton
Fire Department Joint
Powers Authority
Closed session Labor negotiations with Firefighters Local 1974.

Mayor Marchand 6/25/2025 Livermore Chamber of
Commerce
Board meeting Provided City update report and approved financials.

Mayor Marchand 6/25/2025 Chamber of Commerce Ribbon-cutting Welcomed Trumark Homes at Arroyo Crossing Mayor Marchand 6/25/2025 Sandia National Labs Health Fair Attended the "Stronger Together" health and wellbeing fair hosted by Sandia.

Mayor Marchand 6/26/2025 TV30 Mayor's Report Provided an update on City activities.

Mayor Marchand 6/26/2025 Alameda County
Transportation
Commission
Commission
meeting
Heard updates including the Rail Safety Enhancement
Program, the Student Transit Pass Program and the
Local Distribution Program Compliance Report. That
report concluded that Livermore's road Pavement
Condition Index at 77, continues to be in the top
three for cities in Alameda County.

Mayor Marchand 6/26/2025 Innovation TriValley/Pacific FusionTown Hall Heard about the proposed fusion project in Alameda County
Mayor Marchand 6/26/2025 Hindu Community and
Cultural Center
Community
Celebration
Attended the Shree Jagannatha Ratha Yatra
Mayor Marchand 7/2/2025 Chamber of Commerce Ribbon-cutting Welcomed the new owner of Great Clips to Livermore
Mayor Marchand 7/4/2025 City of Livermore July 4th
Celebration
Along with about 10,000 other people, attended the
July 4th celebration at the Livermore airport featured
several antique war birds, child activities and crafts, aircraft displays and RC aircraft and drone
demonstrations. It was a very popular family event.

Item 8.0
Council Reports
765
Mayor Marchand 7/7/2025 Livermore Amador
Valley Transit Authority
Board meeting Received program updates, approved two
resolutions and Board elected Julie Testa as Chair.

Mayor Marchand 7/8/2025 City of Livermore 100th Birthday Presented a certificate celebrating Norma Ware's 100th birthday.

Mayor Marchand 7/9/2025 Alameda County Mayors
Conference
Monthly meeting Heard updates from the League of California Cities and presentations on San Leandro and Ava Energy.

Mayor Marchand 7/11/2025 City of Livermore Attended a regional listening session
which was hosted
by State Senator
McNerney.

Provided comments on SB79, SB63, housing,
affordable housing, water supply, fusion energy and
Valley Link.

Mayor Marchand 7/10/2025 City of Livermore Celebration of Life Attended the Celebration of Life for John Concannon Mayor Marchand 7/14/2025 Alameda County
Transportation
Commission Planning,
Policy and Legislative
Subcommittee
meeting
Heard legislative updates, reviewed support letters
and heard an update on the Countywide
Transportation Plan.

Item 8.0
Council Reports
766
Council Member Date of
Meeting or
Event
Committee or
Organization - (Please
spell out acronyms)
Meeting or Event
Type (ex. board
meeting or ribbon
Summary of Meeting or Event
Council Member Dunbar 6/24/2025 Livermore Pleasanton
Fire Department
JPA Board Meeting
Closed Session
Council Member Dunbar 6/29/2025 Livermore Heritage
Guild
Hagemann Ranch
Tour
Council Member Dunbar 6/29/2025 Livermore Trek Pride Ride 12 mile loop in the heat via Holdener, mostly on trails. Toured future bike dirt track location and discussed improvements to Robertson Park Arroyo Mocho Trail.

Council Member Dunbar 7/4/2025 City of Livermore July 4th Airport Festival
Council Member Dunbar 7/11/2025 State Senator
McNerney
Roundtable meeting
Item 8.0
Council Reports
767
Council Member Date of
Meeting or
Event
Committee or Organization -
(Please spell out acronyms)
Meeting or Event Type
(ex. board meeting or
ribbon cutting)
Summary of Meeting or Event
Council Member Wang 6/24/2025 Livermore Amador Valley
Transit Authority (LAVTA)
Finance & Administration
Committee
Monthly F&A Committee
meeting
Considered contract award for yard gate system
upgrade; annual salary band review; discussed
changes to the monthly Treasurer's Report
Council Member Wang 6/25/2025 Livermore Climate Action
Team
Quarterly meeting Received updates on and discussed Urban Heat Mapping Project, Climate Literacy Task Force,
Reusable Foodware Ordinance, and other projects
Council Member Wang 6/26/2025 Pacific Fusion and Innovation Tri-Valley Leadership Group
Community presentation Pacific Fusion and community stakeholders presented on the work of the company and its
consideration of Livermore as a potential
expansion site
Council Member Wang 6/29/2025 Livermore Heritage Guild Tour of Hagemann Ranch Council Member Wang 7/4/2025 City of Livermore and
Livermore Airport
4th of July Celebration Demonstrations, food, music, and many, many community members!
Council Member Wang 7/7/2025 Livermore Amador Valley
Transit Authority (LAVTA)
Monthly Board meeting Discussed contract award for yard system upgrade project, permanent adoption of Clipper START
program, para-taxi program, ridership trends,
salary bands, and Go Tri-Valley program; elected
Board and Committee Chairs
Item 8.0
Council Reports
768
CITY COUNCIL STAFF REPORT ITEM NO. 10.2
DATE: July 14, 2025
TO: Honorable Mayor and City Council
FROM: Marianna Marysheva, City Manager
SUBJECT: Supplemental materials received at the meeting.

RECOMMENDED ACTION

SUMMARY

DISCUSSION

ATTACHMENTS

1. Item Received at the Meeting
Prepared by: Ashley Zieba
Assistant City Clerk
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
769
Jul 14, 2025
City of Livermore
1016 S. Livermore Ave
Livermore, CA 94550
Re: Proposed Amendments to City’s ADU Ordinance
By email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Cc: [email protected]; [email protected]; [email protected]; [email protected]
Dear Livermore City Council,
The California Housing Defense Fund (“CalHDF”) submits this letter as a public comment for the Council meeting of July 14, 2025 regarding item 6.2, the Housing Update to the Livermore Development Code. Specifically, CalHDF writes to comment on the proposed amendments to the City’s regulations for ADUs and JADUs.

The City’s proposed ADU regulations fail to comply with state law in several ways, and the City should address these issues before adopting the ordinance.

Background
The law gives local governments authority to enact zoning ordinances that implement a variety of development standards on ADUs. (Gov. Code, § 66314.) The standards in these local ordinances are limited by state law so as not to overly restrict ADU development. (See id.) Separately from local ADU ordinances, Government Code section 66323 establishes a narrower set of ADU types that local governments have a ministerial duty to approve. “Notwithstanding Sections 66314 to 66322 ... a local agency shall ministerially approve” these types of ADUs. (Id. at subd. (a).) This means that ADUs that satisfy the minimal requirements of section 66323 must be approved regardless of any contrary provisions of the local ADU ordinance. (Ibid.) Local governments may not impose their own standards on such ADUs. (Gov. Code, § 66323, subd. (b) [“A local agency shall not impose any objective development or design standard that is not authorized by this section upon any accessory dwelling unit that meets the requirements of any of paragraphs (1) to (4), inclusive, of subdivision (a).”].) 2201 Broadway, PH1, Oakland, CA 94612
[email protected]
Item 6.2
Public Comment
770
In addition, ADUs that qualify for the protections of Government Code section 66323, like other ADUs, must be processed by local governments within 60 days of a complete permit application submittal. (Gov. Code, § 66317, subd. (a).) State law also prohibits creating regulations on ADU development not explicitly allowed by state law. Government Code Section 66315 states, “No additional standards, other than those provided in Section 66314, shall be used or imposed, including an owner-occupant requirement, except that a local agency may require that the property may be used for rentals of terms 30 days or longer.”
Impermissible Application of Standards to 66323 ADUs
City code section 11.30.030(A) states that no requirement of that chapter will prohibit the development of certain ADUs. These ADUs are obviously the type described by Government Code section 66323, subdivision (a).

However, City code section 11.30.030(B) states the following: “Standards that prohibit the development described in this section shall be relaxed only to the degree needed to allow the development. All other standards shall continue to comply.” However, for Government Code section 66323 ADUs, state law does not allow the City to apply any local development or design regulations. (Gov. Code, § 66323, subd. (b).)

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Livermore City CouncilJuly 14, 2025

Livermore City Council
July 14, 2025