Livermore City Council
September 8, 2025

25-0340

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Livermore (“City”), a municipal corporation, and WRA Inc. (“Consultant”), a(n) California Corporation.

RECITALS
City requires professional services to provide on-call environmental support services for capital improvement projects and engineering division operations including assessments & surveys, permitting & compliance support, construction support, habitat mitigation, restoration planning, and other services related to document review, graphics development, and data collection, management, and presentation using global positioning systems (GPS) and geographic information systems (GIS).

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

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

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

2. Relationship of Parties – Independent Contractors.
(a) The relationship of the parties shall be that of independent contractors.

Consultant is and shall at all times remain as to City a wholly independent contractor during the term of this Agreement.
(b) Consultant and its personnel performing the Services on behalf of Consultant are not City officers or employees. Consultant’s personnel shall at all times be under Consultant’s exclusive direction, control, supervision, and management.

Consultant, at its own cost and expense, is responsible for all workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the Services by Consultant’s personnel. (c) Consultant and its personnel providing the Services shall not qualify for or become entitled to, and hereby waive any claims to, any compensation, benefit, or any incident in employment by City, including but not limited to enrollment in the California Public Employees Retirement System (PERS) as an employee of City and any Docusign Envelope ID: 4996BADC-17D8-4E1D-A07D-727C95D7A133 EXHIBIT B Page 1 of 134
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entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
(d) Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, and shall have no authority, express or implied, to bind City to any obligation whatsoever.

3. Description of Services. Consultant shall provide the services described in the recitals and more particularly set forth in Exhibit A Scope of Work, which are collectively defined as “the Services” for the purposes of this Agreement.

These tasks shall be ordered as needed pursuant to individual written project assignment orders issued by the City and approved by the City Engineer. Project assignments will include scope of work and budget to provide standards to determine when City will deem that project complete. City also reserves the right not to order any services or expend any money pursuant to this Agreement.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Coordinate the Services with Christopher Ferrel (“Project Manager”), or such other person designated as the Project Manager by City; (b) At all times faithfully, competently, and diligently perform the Services to the best of its ability, experience, and talent in a courteous manner to the highest industry standards when performing the Services required hereunder. For the purposes of this Agreement the phrase “highest industry standards” means those professional standards recognized by one or more professional consultants performing similar Services under similar circumstances within City’s region;
(c) Provide the resources and assign competent Consultant personnel necessary to complete the Services in a timely manner;
(d) Immediately remove and replace, without any cost to City, any member of Consultant’s personnel providing the Services to City, in its sole discretion and at any time during this Agreement, directs Consultant to remove and replace, and City agrees to advise Consultant of the reason for the direction for the removal and replacement; (e) Provide all facilities, goods, materials, and equipment that may be necessary for Consultant’s personnel to provide the Services. City may furnish physical facilities such as desks, filing cabinets, and conference space that may be reasonably necessary for Consultant’s use for the Services, but in no event shall City be required to furnish any facilities that involve incurring a direct expense such as computer, software, long-distance telephone or other communication charges, vehicles, or document reproduction facilities;
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required for Consultant to practice its profession and to provide the Services, including obtaining a business license from the City of Livermore, and keep them all in effect for the term of this Agreement;
(g) Obtain and complete the appropriate City forms for the City to pay Consultant electronically via the Automated Clearing House (ACH). Those forms may be obtained by email at [email protected] or by calling Accounts Payable staff at (925) 960-4345. If Consultant opts-out of electronic payment, it must likewise complete the appropriate City forms that can be obtained from those same sources for payment by check. The authority granted by those forms will remain in force and effect until the City receives written notification of changes, which changes shall not take effect for at least ten business days to afford City a reasonable opportunity to act; (h) Provide City with a complete Request for Taxpayer Identification Number and Certification Form W-9 using the form most recently issued by the Internal Revenue Service;
(i) Comply with all applicable state and federal laws, as well as Alameda County and City of Livermore ordinances, regulations, and adopted codes, when providing the Services;
(j) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested, and if requested by the Project Manager, Consultant shall certify the correctness of any invoice or invoices for Services provided. Consultant shall not submit an invoice to City more frequently than once a calendar month;
(k) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least three years from the date of City’s final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment. Consultant shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Consultant shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants to take possession, then Consultant and City shall coordinate delivery of the invoices and records to City in the most efficient manner possible;
(l) Be available to the Project Manager, City staff, and other parties referred to Consultant by the Project Manager to answer questions or inquiries related to the Services or invoices;
(m) Prepare and submit a written report to the Project Manager, within three business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;
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(n) Correct all errors in the Services. If Consultant fails to make such correction in a timely manner, then City may make the correction and then charge the cost thereof to Consultant or deduct that cost from the compensation payable to Consultant; (o) Comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA, when providing the Services; and,
(p) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages.

5. Term. The term of this Agreement commences on 09/08/2025, and terminates upon the completion of the Services or 12/31/2028, whichever occurs first.

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

7. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $500,000.00 ("not-to-exceed amount"). (b) City shall compensate Consultant for the Services rendered at the hourly rates or task amounts set forth in Exhibit B Fee Schedule, and shall reimburse Consultant for travel expenses and other costs that are identified in Exhibit B, up to the not-to-exceed amount.
(c) Consultant and City acknowledge that compensation paid by City to Consultant pursuant to this Agreement is based upon Consultant’s estimated costs to provide the Services, including the salaries and benefits paid by Consultant to its personnel. Consequently, Consultant and City further agree that compensation paid by City to Consultant is intended to include the costs of contributions to any pensions or annuities, or both, to which Consultant and its personnel may be eligible, and that City has no responsibility for contributions beyond the compensation paid to Consultant under this Agreement. As provided this Agreement, the hourly rates, task amounts and reimbursement for specified travel expenses and costs in the Fee Schedule are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services, including all taxes Consultant is required to pay.

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(d) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.
(e) City shall pay Consultant via the Automated Clearing House or as otherwise instructed by Consultant pursuant to Section 4(g) above.

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

9. Intellectual Property, Copyright, and Right of Use. All items created by Consultant for City under this Agreement are works made for hire, and Consultant shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Consultant agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Consultant to City and Consultant obtains a license to such items for the benefit of City.

All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services.

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

11. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by or otherwise acceptable to City, City and its elected and appointed officials, officers, directors, employees, agents, and designated volunteers (collectively “Indemnified Parties”) from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of the Indemnified Parties. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by City.
(a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s Docusign Envelope ID: 4996BADC-17D8-4E1D-A07D-727C95D7A133 EXHIBIT B Page 5 of 134
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duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.
(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e)

12. Insurance. Without limiting Consultant’s indemnification of the Indemnified Parties, Consultant shall procure and maintain at its own expense during the term of this Agreement policies of insurance in the amounts and under the terms set forth in Exhibit C Insurance Requirements against claims and Liability that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. Force Majeure; Service Delays. Should Consultant’s performance of the Services be obstructed or delayed due to changes in the Services by City, by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain goods, materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then Consultant’s time for performance may, at City’s sole discretion, be extended for such periods as may be agreed upon by City and Consultant. Nothing in this section restricts City’s authority in Section 6 to terminate this Agreement.

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

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

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

17. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code implementing the California Political Reform Act, and shall prepare and file Docusign Envelope ID: 4996BADC-17D8-4E1D-A07D-727C95D7A133 EXHIBIT B Page 6 of 134
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an economic disclosure statement if the Services involve making, or participation in making, governmental decisions or financial decisions by City that may have a material effect on Consultant’s financial interests as determined by the City Attorney’s Office.

While it is Consultant’s sole responsibility to evaluate its conflicts of interest, Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

18. Levine Act Compliance. California Government Code section 84308 (Levine Act) prohibits City officers from participating in any action related to a contract, license, permit, or entitlement if the officer receives political contributions from a party, or participant, or agent thereof, that totals more than $500 within the twelve months preceding the decision or within the twelve months following the date of the final decision.

Consultant shall review and complete as necessary the City’s California Levine Act Disclosure Statement that can be obtained from the City Clerk.

19. Use of Recycled Products. If fitness and quality are equal, then Consultant shall utilize recycled products consistent with the City’s Environmentally Preferrable Purchasing and Practices Policy, and as defined in California Public Contract Code Section 12200 for the Services, instead of nonrecycled products whenever recycled products are available at the same or a lesser cost than nonrecycled items. Information on recycled materials can be found here:
• Sustainable Purchasing | StopWaste - Home, Work, School • Reducing Waste at Work | StopWaste - Home, Work, School • Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing | US EPA

20. Non-Exclusive Agreement. This Agreement is non-exclusive. City reserves the right to provide, and to retain other qualified consultants to provide, services that are the same or similar to the Services.

21. Business Entity Status. Consultant is responsible for filling all required documents and forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, as well as the California Business and Professions Code and any other state statute, to the extent such requirements apply to Consultant to provide the Services. By entering into this Agreement, Consultant represents that it is: authorized to do business in California; in good standing with the California Secretary of State; and, in good standing with all agencies having jurisdiction over Consultant, including any licensing agencies. If Consultant is a suspended entity at the time it enters into this Agreement, City may take steps to void this Agreement.

22. Authority to Execute Agreement. Consultant has taken all necessary action to authorize the execution of this Agreement, and expressly represents that the person signing this Agreement on behalf of Consultant has received and accepted the authority to sign and execute this Agreement on behalf of Consultant. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms, which authorization is ratified and confirmed upon Consultant’s acceptance of the first compensation payment by City.

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23. No Subcontracting and No Assignment. Consultant’s unique personal competence, experience, specialized personal knowledge, and professional reputation were a substantial inducement to City for the award of this Agreement to Consultant, therefore no part of the Services may be assigned or subcontracted without City’s prior written consent. For the purposes of this section, a change of fifty percent or more in the ownership or control of Consultant constitutes an assignment.

24. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, Consultant must present a written claim to City in accordance with Livermore Municipal Code Chapter 3.40 Claims Administration.

25. Work Eligibility. Consultant warrants that only personnel authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be provided by Consultant for the performance of the Services.

26. Non-Discrimination. In performance of the Services, Consultant agrees that it will not engage in discrimination in employment of persons because of such person’s race, color, religion, sex/gender, gender identity/expression, sexual orientation, marital status, medical condition, military or veteran status, national origin, ancestry, disability, genetic information, age, or any protected classification when providing the Services. Consultant further agrees to comply with all provisions of Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race, color, or national origin in all programs or activities receiving federal financial assistance. Consultant further assures that it will take necessary actions to ensure compliance with these requirements in the performance of this Agreement.

27. Construction of Language.
(a) The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language in the body of the Agreement and any exhibit hereto, the language in the body of the Agreement controls.
(b) For the purposes of this Agreement, the terms “writing” and “written” includes electronic documents and communication via email, but not when those terms are used in Sections 6, 12, 23, and Sections 27 through 30 for notices, consent, or modifications. For the notices, consent, and modifications in Sections 6, 12, 23, and Sections 27 through 30, the terms “writing” and “written” means either a physically tangible document or an electronic document that satisfies the requirements in Livermore Municipal Code Section 2.64 Electronic Signatures.

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

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

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

TO CITY: Attention: City Engineer
City of Livermore / Community Development
1052 South Livermore Avenue  Livermore, CA, 94550
[email protected]
Email: [email protected]
[email protected]
[email protected]
TO CONSULTANT: Attention: Justin Semion
WRA Inc.
4225 Hollis Street
Emeryville, CA, 94608
United States
Email: [email protected]

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

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

32. Survival. The terms, conditions, and obligations in Sections 2, 8 through 11, 23, 24, 30, and 31 through 33 shall survive the completion or termination of this Agreement.

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33. Jurisdiction and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, claim, or legal action of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda or in the United States District Court for the Northern District of California.

34. Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications and to utilize electronic signatures in lieu of using paper documents pursuant to Livermore Municipal Code section 2.64 Electronic Signatures and all other applicable laws. You are not required to sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time.

35. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Exhibit List on the Next Page
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In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date set forth in the first paragraph of this Agreement, which is the date that this Agreement was signed on behalf of City after it was signed by Consultant.

CONSULTANT: Dated:
____________________________ ___________________________ Justin Semion
Principal
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna A. Burch
City Manager
APPROVED AS TO FORM:
______________________________________
Deputy/Assistant/Senior Assistant/City Attorney
APPROVED AS TO INSURANCE:
___________________________
Risk Manager/Analyst
Exhibits:

Exhibit A - Scope of Work
Exhibit B - Fee Schedule
Exhibit C - Insurance Requirements
Exhibit D - FEMA Requirements
Exhibit E - FHWA Requirements
Exhibit F - FAA Contract Provisions
Exhibit G - ACTC Requirements
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EXHIBIT A
Scope of Work for

ENVIROMENTAL SUPPORT SERVICES
WRA Inc. will provide professional services to support capital improvement projects, assistance with environmental reports and documents, and federally funded projects, including but not limited to Federal Emergency Management Agency (FEMA) funded projects including Disaster funding and Hazard Mitigation Grant Program funding, Caltrans-Federal Highway Administration (FHWA) funded projects, Federal Aviation Administration (FAA) funded projects, and/or federally funded recovery efforts under US Fish and Wildlife Service. SBI will prepare CEQA/NEPA environmental documents.

1. Assessments & Surveys: Expertise, experience, and resources to perform environmental assessments and surveys, including the following services:
a. Biological Assessments
b. Special Status Species
c. Habitat Assessments
d. Special Status Species Surveys
e. Nesting Bird Surveys
f. Wetland and Jurisdictional Waters Delineations
WRA will provide professional services to planning, resourcing, and executing environmental assessments and surveys that may be necessary to support new construction and ongoing operations within the City. WRA possesses experience and expertise in conducting species surveys and biological monitoring to comply with the City’s Stream Maintenance Program permit and annual notification requirements.

2. Permitting and Compliance Support: WRA will provide expertise, experience, and resources to assist the City with obtaining permits and complying with permitting conditions and regulatory requirements, including the following services:
a. Permitting Assistance
b. Regulatory Compliance
c. Biological Resources assessments to support CEQA and NEPA Services WRA will provide services to complete formal and informal consultations with the U. S. Fish and Wildlife Service and California Department of Fish and Wildlife under Sections 7 and 10 of the federal Endangered Species Act, and Section 2081 of the California Endangered Species Act.

WRA will provide services and local regulatory experience to navigate the regulatory processes associated with obtaining permits from the U.S. Army Corps of Engineers under Section 404 of the Clean Water Act and Section 10 of the River and Harbor Act of 1899; Water Quality Certifications under Section 401 and Waste Discharge Requirements under the Porter-Cologne Act; and Section 1600 Lake and Streambed Alteration Agreements with the California Department of Fish and Wildlife.

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3. Construction Support: WRA will provide expertise, experience, and resources to assist the City with monitoring and managing construction activities to comply with permitting conditions and regulatory requirements, including the following services:
a. Preconstruction surveys
b. Creating and implementing compliance programs
c. Training
d. Monitoring conditions during and after construction

4. Habitat Mitigation and Restoration Planning: WRA will provide expertise, experience, and resources to assist the City with the planning and design of mitigation and restoration measures to address construction impacts, including the following services:
a. Habitat Restoration
b. Mitigation Planning
c. Mitigation Design and Monitoring
d. Wetland Creation, Restoration, and Monitoring
e. Long Term Management Plan Development

5. Other Services: WRA will provide technical proficiency to perform the following services:
a. Professional third-party review, such as peer reviews, of studies and permitting documents.
b. Development of graphics and exhibits depicting environmental information including drawings, mapping, and posters.
c. Data collection in the field using Geographic Positioning System (GPS) technology, with expertise in integrating the field date with existing Geographic Information Systems (GIS) datasets and combining with high-resolution georeferenced aerial photographs. d. Extensive knowledge of and capability in using GIS to perform geospatial analysis and prepare mapping. All GIS files provided to the City are to be compatible with the latest version of GIS used by the City.

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EXHIBIT B- Fee Schedule Page 1 of 7
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EXHIBIT B - Fee Schedule

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EXHIBIT B - Fee Schedule

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EXHIBIT B - Fee Schedule

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EXHIBIT B - Fee Schedule

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EXHIBIT B - Fee Schedule

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EXHIBIT B - Fee Schedule

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

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

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

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

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

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

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

Revised 1/3/2020 811.5- 5M E&O

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CITY COUNCIL STAFF REPORT ITEM NO. 6.8
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing the City Manager to execute a Memorandum of Agreement with the East Bay Regional Park District for the interim and long-term land management and monitoring of the 211-acre Doolan Canyon Conservation Easement Project that provides wildlife habitat mitigation for the El Charro Specific Plan Development, Isabel Interchange Project, and the Livermore Toyota Dealership Development Project.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a Memorandum of Agreement with the East Bay Regional Park District for the interim and long-term land management and monitoring of 211-acre Doolan Canyon Conservation Easement Project.

DECISION TYPE
Administrative

SUMMARY
This Memorandum of Agreement with the East Bay Regional Park District is for interim and long-term management of the Doolan Canyon Conservation Easement Project. The proposed 211-acre off-site mitigation conservation easement area in Doolan Canyon is compensatory mitigation for environmental impacts to the California red-legged frog, California tiger salamander, San Joaquin kit fox, and burrowing owl related to the El Charro Specific Plan Development Project TI200720 (150.2 acres), the Isabel Avenue (State Route 84) / Interstate-580 Interchange and State Route 84 Corridor Improvements Project (City Project TI199238, State Project No. EA 0171300, Federal Project No. RPSTPL-5053-009) (52.2 acres), and the Livermore Toyota Dealership Development Project (8.5 acres). This Memorandum of Agreement supersedes prior Memorandums of Agreements for these projects, updates interim and longterm funding amounts, and establishes the Tri-Valley Conservancy as the qualified entity approved to hold the easement. The City's main obligation is to provide approximately $420,000 in additional funding for the El Charro Specific Plan Development Project. No additional funding is required for the Isabel Interchange Project or the Livermore Toyota Dealership Project. 446

DISCUSSION
The City partnered with the East Bay Regional Park District (EBRPD) in 2010 and funded the acquisition of a 640-acre property in the Doolan Canyon Regional Preserve area. This property is owned by EBRPD and is located 3 miles north of I-580 at the end of Doolan Road and straddles Alameda and Contra Costa Counties as depicted in Attachment 1. The two northern parcels (APN 905-0004-001 and 205-060-003- 6) are in Contra Costa County and contain an existing access road to the proposed 211-acre Doolan Canyon Conservation Easement area on a third main parcel (APN 006-230-003-3) inside Alameda County jurisdiction, as shown in Attachment 2.

The Doolan Canyon Conservation Easement area mitigates environmental impacts to habitat for threatened and endangered species from the El Charro Specific Plan Development Project TI200720, the Isabel Avenue (State Route 84) / Interstate-580 Interchange and State Route 84 Corridor Improvements Project, and the Toyota Dealership Development Project. This area provides compensatory habitat for California red-legged frog, California tiger salamander, San Joaquin kit fox, and burrowing owl.

Between 2009 and 2012, the City entered into individual Memorandums of Agreements with EBRPD for the three projects. These original agreements memorialized the rights and obligations of the parties regarding the terms and conditions for mitigation of biological resource impacts resulting from the projects. This revised Memorandum of Agreement (MOA) revises and modifies the original agreements to further define the conservation easement holder, the endowment holder as well as the processes associated with funding the long-term management of the Conservation Easement. This MOA supersedes the original agreements.

Key points in this MOA are listed below:

Tri-Valley Conservancy shall be the qualified entity to hold the Conservation Easement. Both the U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife approved TriValley Conservancy as the easement holder.

U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife shall be named in the Conservation Easement as third-party beneficiaries.

EBRPD shall be responsible for the management, monitoring, and reporting requirements for the Conservation Easement.

The City of Livermore shall fund the maintenance of the Conservation Easement by making endowment payments that cover all future maintenance. The City provided initial endowment payments. The original agreements estimated that an additional payment of $250,000 would be necessary for the El Charro Development Project. Based on updated cost estimates this additional payment of $250,000 has increased by $170,000 to a total of $420,000 for the El Charro Development Project.

Initial endowment payments by the City of Livermore for maintenance of the Isabel Interchange and Toyota Dealership Conservation Easement areas are adequate to cover future maintenance costs. No additional payments for these two projects are required.

FISCAL AND ADMINISTRATIVE IMPACTS
This Memorandum of Agreement EBRPD requires the City of Livermore to make an additional payment of $420,000 for maintenance activities associated with the Conservation Easement Area for the El Charro Development Project. Funding for this additional payment is included in the 2025-2030 Capital 447
Improvement Plan budget for El Charro Specific Plan Infrastructure Project TI200720. The payment will be made with CIP Reserves- Government Fund 101 in Fiscal Year 2025-26.

COMMUNITY PILLAR
3: Environmental Stewardship
GOAL
3: Help the City fulfill its obligations under state and federal environmental regulations, and in response to regulatory oversight.

ATTACHMENTS

1. Project Location

2. Conservation Easement Boundary

3. Filed Record of Survey RS3815

4. Resolution

5. Exhibit A - EBRPD MOA Doolan Canyon
Prepared by: Roberto Escobar
Senior Civil Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
448
Project Location
ATTACHMENT 1
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Doolan Rd
Contra Costa County Alameda County
PG&E Overhead Electric Line Easement
Exist PL (5,280') Exist PL (5,280')
Gated Entrance Exist PL (5,280') Exist Access Road
0 100'
Exist Acess Road PL
Pond 10 PL
120' 220'
Exist PL (5,280')
Prop Conservation Esmt = 9,191,089 SF (211 Acres)
APN 006-230-003
APN 205-060-003
APN 905-0004-001 Exist PL
Exist PL
Exist PL
EBRPD Property Area = 27,878,400 SF (640 Acres)
entrance
~30' ~150' ~100'
Pond 9
Pond 8
Pond 5
Exist Access Road
Pond 4
Pond 1
Pond 2 Pond 11
Pond 3
Future
CDD/Engr Div/RE 5/25/2020
211-Acre Doolan Canyon Off-Site Mitigation Conservation Easement Participation 150 Acres El Charro Specific Plan Development
52 Acres Isabel Ave(SR 84)/I-580 Interchange Improvements, CIP 199238

8.3 Acres Toyota Dealership Development

0.7 Acre Existing Ponds
Doolan Canyon Conservation Easement Boundary
ATTACHMENT 2
450
East Bay Regional Park District Property Record of Survey No. 3815 ATTACHMENT 3
451
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

MEMORANDUM OF AGREEMENT WITH THE EAST BAY REGIONAL

PARK DISTRICT FOR THE INTERIM AND LONG-TERM LAND
MANAGEMENT AND MONITORING OF THE 211-ACRE DOOLAN

CANYON CONSERVATION EASEMENT PROJECT THAT PROVIDES

WILDLIFE HABITAT MITIGATION FOR THE EL CHARRO SPECIFIC

PLAN DEVELOPMENT, ISABEL INTERCHANGE PROJECT, AND THE

LIVERMORE TOYOTA DEALERSHIP DEVELOPMENT PROJECT
The City of Livermore partnered with the East Bay Regional Park District (EBRPD) in 2010 and funded the acquisition of a 640-acre property in the Doolan Canyon Regional Preserve area. This property is owned by EBRPD and is located 3 miles north of I-580 at the end of Doolan Road and straddles Alameda and Contra Costa Counties. The two northern parcels (APN 905-0004-001 and 205-060-003-6) are in Contra Costa County and contain the existing access road to the proposed 211-acre Doolan Canyon Conservation Easement area on a third main parcel (APN 006-230-003-3) inside Alameda County jurisdiction.

The Doolan Canyon Conservation Easement area mitigates environmental impacts to habitat for threatened and endangered species from the El Charro Specific Plan Development Project TI200720, the Isabel Avenue (State Route 84) / Interstate-580 Interchange and State Route 84 Corridor Improvements Project, City Project TI199238, State Project No. EA0171300, Federal No. RPSTPL-5053(009), and the Toyota Dealership Development Project. This area provides compensatory habitat for California red-legged frog, California tiger salamander, San Joaquin kit fox and Burrowing owl.

Between 2009 and 2012, the City entered into individual Memorandums of Agreements with EBRPD for the three projects. These original agreements memorialized the rights and obligations of the parties regarding the terms and conditions for mitigation of biological resource impacts resulting from the projects. This revised Memorandum of Agreement (MOA) revises and modifies the original agreements to further define the conservation easement holder, the endowment holder as well as the processes associated with funding the long-term management of the Conservation Easement. This MOA supersedes the original agreements.

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

1. Authorizes the City Manager to execute a Memorandum of Agreement with the East Bay Regional Park District, for the interim and long-term land management and monitoring of the 211-acre Doolan Canyon Conservation Easement Project.
452
2 RESOLUTION NO. ________

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
City Clerk Acting City Attorney
Exhibit A – EBRPD MOA Doolan Canyon
453
1/15/2025

MEMORANDUM OF AGREEMENT

BETWEEN CITY OF LIVERMORE AND EAST BAY REGIONAL PARK DISTRICT FOR

THE DOOLAN CANYON CONSERVATION EASEMENT PROJECT
This MEMORANDUM OF AGREEMENT, defined below, dated as of the ___ day of ___________, 2025 (“this MOA”), is entered into by the City of Livermore, a Municipal Corporation (“Livermore”) and the East Bay Regional Park District, a California Special District, (“District”), together the “Parties".

SECTION I - RECITALS
A. Whereas, by various permits issued to Livermore between 2007 and 2009 by regulatory agencies including the U.S. Fish and Wildlife Service (“Service”) and the California Department of Fish and Wildlife (“Department”), Livermore completed the following three projects: (1) The El Charro Specific Plan Area Project, (2) the U.S. I580/Isabel Avenue Interchange Project, CIP 199238, and (3) the Livermore Toyota Dealership Project, combined the “Projects”.

B. Whereas, the District acquires and manages open space and wildlife habitat in Eastern Alameda County;
C. Whereas, the Service, Department, Livermore and District agreed that in order to mitigate the impact from the Projects on California tiger salamander and California red-legged frog upland habitat, San Joaquin kit fox habitat, and burrowing owl habitat, the District would, with funding support from Livermore, acquire the approximately 520-acre Schmitz property, known as Alameda County Assessor’s Parcel Number 905-0004-001-00 and Contra Costa County Assessor’s Parcel Numbers 205-060-003 and 006-230-003, hereinafter “the Property”, and place a conservation easement on the necessary portion of that property, to create a protected landscape that is now a part of the District’s planned Doolan Canyon Regional Preserve.

D. Whereas, the District acquired the Property, and the District and Livermore entered into three Memorandums of Agreement (“Original MOAs”). These Original MOAs were titled: (1) Memorandum of Agreement between the City of Livermore and East Bay Regional Park District for Mitigation for the El Charro Specific Plan Project, (2) Memorandum of Agreement between the City of Livermore and East Bay Regional Park District for Mitigation for the U.S. I-580/Isabel Avenue Interchange Project, and (3) Memorandum of Agreement between the City of Livermore and East Bay Regional Park District for Mitigation for the Livermore Toyota Project. These Original MOAs memorialized the rights and obligations of the Parties regarding the terms and conditions for mitigation of biological resource impacts resulting from the Projects.

EXHIBIT A Page 1 of 8
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1/15/2025
E. Whereas, the following concepts were agreed to in principle by the Service, Department, District, and Livermore in the Original MOAs. These concepts will be set forth in this MOA, and in a separate agreement between Livermore, the Service and Department, if deemed necessary:
a. The regulatory permits obtained from the Service and Department for the Projects require funding for acquisition and management of 211 acres of land containing habitat for the California red-legged frog, California tiger salamander, San Joaquin kit fox, and burrowing owl.
b. A conservation easement (“Easement”) totaling 211 acres shall be recorded in favor of an entity qualified to hold conservation easements, subject to approval by the Service, Department, Livermore and District. The Service and Department shall be named in the Easement as third-party beneficiaries. c. Preparation of a Long-Term Management Plan (“LTMP”) by Livermore and approval of the LTMP by the Service, Department, and District shall be completed defining long-term management requirements for the Easement. d. Livermore will fund an Interim Management Fund for the Easement to be held by the District, or other Department and/or Service approved entity, which provides funds for interim management and monitoring activities for a minimum of three years, or longer if necessary to meet success criteria. If Department success criteria as defined in the LTMP are not met within the initial 3-year period, Livermore will contribute additional funding until success criteria are achieved. Financial assurances for the Interim Management Fund shall be approved by the Service, Department, and District.
e. A long-term land management and monitoring non-wasting endowment fund (“Endowment”) shall be established by Livermore for the Easement which provides for perpetual management, maintenance, monitoring and other activities defined in the LTMP. Financial assurances for the Endowment shall be approved by the Service, Department, and District.

F. Whereas, this MOA seeks to revise and modify the Original MOAs to further define the conservation easement holder, the endowment holder as well as the processes associated with funding the long-term management of the Easement. This MOA will supersede the Original MOAs, and no party will be held to any agreement in the Original MOAs that is not included in this MOA.

SECTION II - AGREEMENT
Now, therefore, Livermore and District agree that the aforementioned recitals are true and correct, and further agree as follows:

1. Conservation Easement.
a. 211 acres identified and agreed to by the Parties shall be subject to the Easement and held by a qualified entity approved by the Service, Department, and District.

EXHIBIT A Page 2 of 8
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1/15/2025
b. Livermore has worked with the Service, Department, and the District to seek approval for the Tri-Valley Conservancy (“TVC”) to serve as the qualified entity approved to hold the Easement.
c. The Department provided to TVC written approval of TVC as the easement holder on February 15, 2022.
d. The Service provided to Livermore written approval of TVC as the easement holder on March 20, 2024.
e. Livermore agrees that it will bear any costs related to formation, implementation, and ongoing administration of the Easement, including, but not limited to, the cost of any reports, studies or investigations required by Service and/or Department.
f. The Service and Department shall be named in the Easement as third-party beneficiaries.
g. The District will be responsible for management, monitoring, and reporting of LTMP requirements of the Easement upon: (1) written approval by the Service and Department of the LTMP, (2) funding of the Interim Management Fund and Endowment and (3) complete filing of the Conservation Easement Deed. h. TVC will be responsible for conservation easement oversight monitoring as the Service and Department approved easement holder.
i. As part of the mitigation for the U.S. I-580/Isabel Avenue Interchange Project, an offsite mitigation wetland was constructed in 2018 on the Property.

Livermore has been responsible for the monitoring and maintenance of the wetland and ensuring that the wetland achieved success criteria. As of 2023, the wetland has failed to meet success criteria, and Livermore has abandoned the offsite mitigation wetland and will construct a new one elsewhere. The District takes no responsibility for the success of the wetland constructed on the Property or any new wetlands to be constructed elsewhere, and is free to remove exclusion fencing or take other actions as recommended by the District’s Stewardship department and Park Staff.

2. Funding. The Interim Management Fund and Endowment are funded by the City of Livermore from development fees and other local sources. The funding each project contributes has been calculated based on the amount of acreage to be applied. A Property Assessment Record (PAR) has been prepared to determine the average annual costs to manage and monitor the Easement, and ensure every task in the LTMP is funded. The final amount each project will contribute towards the Interim Management Fund and Endowment will be identified in separate funding agreements to be entered between the District, Livermore, and TVC. a. The El Charro Specific Plan Project Endowment Contribution was originally memorialized in the Memorandum Of Agreement regarding the El Charro Specific Plan Project dated July 24, 2009, per the conditions defined in Section II, Subsection 3. Endowment.
i. Per Subparagraph a., Livermore was required to deposit $500,000 into an interest-bearing escrow account in favor of the District or another EXHIBIT A Page 3 of 8
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1/15/2025
entity approved by the Service to hold a perpetual land management endowment, as financial assurance for the eventual establishment of an endowment should acquisition of the Property be completed. ii. Per Subparagraph b., Livermore executed escrow instructions to permit the District to use Livermore’s $500,000 deposit, made on March 16, 2012 for the establishment of a perpetual property management endowment. The District continues to hold these funds in an interestbearing, non-wasting Permanent Fund for the purpose of funding longterm land management costs associated with mitigation for project impacts.
iii. Per Subparagraph c., Livermore and the District have worked in good faith and determined that additional funding beyond the estimated maximum contribution of $750,000 is required to fully fund the El Charro Specific Plan Project Endowment contribution.
iv. Livermore shall contribute additional payment up to a maximum contribution of $920,000 towards the Endowment and Interim Management Fund contribution for the participating 150 acres for the El Charro Specific Plan Project.
b. The U.S. I-580/Isabel Avenue Interchange Project Endowment Contribution was originally memorialized in the Memorandum Of Agreement regarding the U.S. I-580/Isabel Avenue Interchange Project dated July 24, 2009, per the conditions defined in Section II, Subsection 3. Endowment. i. Per Subparagraph a., Livermore was required to deposit $325,000 into an interest-bearing escrow account in favor of the District or another entity approved by the Service and Department to hold a perpetual land management endowment. Livermore executed escrow instructions and deposited $325,000 into an interest-bearing escrow account on July 15, 2009, in the favor of the Department where funds have continued to be managed.
ii. Additional funding is not required for the U.S. I-580/Isabel Avenue Interchange Project Endowment and Interim Management Fund contribution for the participating 52 acres of open space and wildlife habitat land.
c. The Livermore Toyota Project Endowment Contribution was originally memorialized in the Memorandum Of Agreement dated April 9, 2012, per the conditions defined in Section II, Subsection 2. Endowment. i. Per Subparagraph a, the funds needed for a perpetual land management endowment were included in the Purchase Funds provided to the District.
ii. Livermore executed escrow instructions and deposited $138,081.79 on May 25, 2012, to permit the District to use $53,950 of the Purchase Funds for the establishment of a perpetual land management endowment. The District continues to retain these funds in an interestEXHIBIT A Page 4 of 8 457
1/15/2025
bearing, non-wasting Permanent fund for the purpose of funding longterm land management costs associated with mitigation for project impacts.
iii. Additional funding is not required for the Livermore Toyota Project Endowment and Interim Management Funds contribution for the participating 8.3 acres of open space and wildlife habitat land. d. Per approval from the Service on March 20, 2024 and the Department on March 22, 2024 that the TVC is a qualified and approved endowment holder for the long-term management of the Easement into perpetuity, the District will transfer $553,950 plus the accumulated interest from the time the District has held the funds (exact amount to be determined by withdrawal date) from the non-wasting Permanent Funds into an Endowment Fund in the favor of the Service and Department approved Endowment holder, TVC.
e. The District will invoice TVC to access the endowment funds for the management and monitoring of the property as laid out in the LTMP and the Endowment Agreement.

3. Recreation. Passive recreational uses are allowed within the Easement consistent with the Conservation Easement and LTMP.

4. Permits. Livermore shall be responsible for obtaining any local, county, state, and federal regulatory approvals and permits required under the Service-issued Biological Opinion. The District will cooperate fully with Livermore and perform any acts or execute any documents reasonably necessary to enable Livermore to do so. The District may be named as co-applicant or co-permittee as the property owner and future management agency and shall review and approve such applications prior to submittal. However, Livermore shall be solely responsible for compliance with all permit conditions. District has provided Livermore with a temporary Access License for activities related to the establishment of the Easement. TVC or its agent will be assigned access to the Easement in the Conservation Easement Deed for the construction of any necessary habitat or property improvements, subject to District’s reasonable terms and conditions.

5. Notices. All written notices provided for in this MOA shall be addressed as set forth below and delivered in person or sent registered or certified mail, return receipt requested, postage prepaid. Notices shall be effective on the date it is delivered in person, or, if mailed, on the date of deposit in the United States mail.

East Bay Regional Park District City of Livermore
Principal Planner City Engineer
2950 Peralta Oaks Court 1052 South Livermore Avenue
P.O. Box 5381 Livermore, CA 94550
Oakland, California 94605
EXHIBIT A Page 5 of 8
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1/15/2025

6. Entire Agreement. This MOA is comprised of this MOA and the exhibits hereto.

This MOA constitutes the entire Agreement between Livermore and the District.

This MOA supersedes any and all other agreements, either oral or in writing, among the parties with respect to the subject matter hereof and contains all of the covenants and agreements among them with respect to said matters, and each party acknowledges that no representation, inducement, promise of agreement, oral or otherwise, has been made by any other party or anyone acting on behalf of any other party that is not embodied herein.

7. Attorneys’ Fees. If any action at law or equity is brought to enforce or interpret the provisions of this MOA, the prevailing party shall be entitled to litigation costs and reasonable attorneys’ fees.

8. Incorporation of Recitals. The recitals to this MOA are hereby incorporated into the terms of this MOA.

9. Elected Officials Not to Benefit. No officer of District shall be entitled to any share or part of this MOA or to any benefit that may arise from it.

10. Severability. The provisions of this MOA are severable. If any portion of this MOA is held invalid by a court of competent jurisdiction, the remainder of this MOA shall remain in full force and effect unless amended or modified by the mutual consent of the parties.

11. Governing Law. The interpretation and enforcement of this MOA shall be governed by the laws of the State of California and venue shall be in the County of Alameda.

12. Duplicate Originals. This MOA may be executed in any number of duplicate originals. A complete original of this MOA shall be maintained in the official records of each of the Parties hereto.

13. Advice of Counsel. Each party hereto has been provided full opportunity for review of this MOA by legal counsel. Therefore, no presumption or rule that ambiguity shall be construed against the drafting party shall apply to the interpretation or enforcement of this MOA.

14. Compliance with Law. All activities undertaken pursuant to this MOA must be in compliance with all applicable local, state and federal laws and regulations.

15. Amendment of This MOA. All modifications, amendments or waivers of the terms of this MOA must be in writing and signed by the authorized representative of the parties.

EXHIBIT A Page 6 of 8
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1/15/2025

16. Due Authorization. Livermore and District each represent and warrant that (1) the execution and delivery of this MOA has been duly authorized and approved by each with all requisite action, (2) no other authorization or approval, whether of governmental bodies or otherwise, will be necessary in order to enable it to enter into this MOA, and (3) the person executing this MOA on behalf of each party has the authority to bind that party.

17. Counterparts. This Agreement may be executed in counterparts, manually and/or electronically, and/or by fax, and/or by scan and email, and all so executed will constitute one agreement which will be binding upon all parties hereto, notwithstanding that the signatures of all parties do not appear on the same page.

A facsimile signature, electronic signature, and/or scanned and emailed signature will be binding upon any party as though it were an original.

18. GOVERNING LAW; VENUE. This MOA will be governed and construed in accordance with California law. The venue of any litigation arising out of this MOA will be Alameda County.
[Signatures appear on following page.]
EXHIBIT A Page 7 of 8
460
IN WITNESS WHEREOF, the parties have each executed this MOA as of the date first set forth above.

CITY OF LIVERMORE: EAST BAY REGIONAL PARK DISTRICT:

By: ________________________________ By:________________________________ Marianna A. Burch, City Manager Sabrina Landreth, General Manager APPROVED AS TO FORM: APPROVED AS TO FORM:

By: ________________________________ By:________________________________ Tara Mazzanti, Senior Assistant City
Attorney
Jason Rosenberg, Assistant General
Counsel
EXHIBIT A Page 8 of 8
461
CITY COUNCIL STAFF REPORT ITEM NO. 6.9
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolutions accepting the Altamont Landfill Open Space Committee's recommendation to expend funds consistent with the terms of the Altamont Landfill Settlement Agreement.

The expenditure of funds is not a project under the California Environmental Quality Act (CEQA) Guidelines section 15378.

RECOMMENDED ACTION
Staff recommends the City Council adopt separate resolutions confirming the Altamont Landfill Open Space Committee’s recommendation to authorize the following grant requests from the Altamont Landfill Settlement Agreement Open Space Account consistent with the Settlement Agreement:

1. UC Davis Road Ecology Center for $246,803 to research and develop a Payment for Ecosystem Services (PES) method and web-tool

2. California Rangeland Trust (CRT) for $790,468 to acquire a 160-acre conservation easement on the Sweet Ridge Ranch property

3. Tri-Valley Conservancy for $25,000 to conduct a conservation values study in unincorporated Alameda County bound by Greenville Road to the west, I-580 to the north, and the South Bay Aqueduct to the south and east

4. Tri-Valley Conservancy (TVC) for $500,000 to acquire in fee title of the 32-acre “Altamont Hills” Property (APN 99-5680-4)

DECISION TYPE
Administrative

SUMMARY
The City of Livermore serves as a voting member of the Altamont Landfill Open Space Committee (Committee). The City Council is responsible for confirming the recommendation of the Committee to authorize funding expenditures for open space conservation purposes.

On May 16, 2025, the Committee recommended approval of a grant application by the UC Davis Road 462
Ecology Center for $246,803 over a two-year period (approximately $123,402 per year) to research and develop a Payment for Ecosystem Services (PES) method and web-tool to assist with Committee decision making about land and easement acquisition (see Exhibit A to the UCD Concurrence of Funds Resolution). The expenditure would comply with the 5% annual limit for research purposes in Section

7.4.7 of the Settlement Agreement.

Further, on July 18, 2025, the Committee recommended approval of three separate grant requests:

Grant application by the California Rangeland Trust (CRT) for $790,468 to acquire a conservation easement on the 160-acre Sweet Ridge Ranch property for the purposes of protecting native biological diversity and wildlife, significant value for visual character, and strategic value in land protection consistent with the Settlement Agreement. The land owner is a willing seller (see Exhibit A to the CRT Concurrence of Funds Resolution for Location Map).

Grant application by Tri-Valley Conservancy (TVC) for $25,000 to support research and development of a conservation values study to evaluate appropriate land uses in an area of unincorporated Alameda County bound by Greenville Road to the west, I-580 to the north, and the South Bay Aqueduct to the south and east. The expenditure would comply with the 5% annual limit in Section 7.4.7 of the Settlement Agreement for research purposes (see Exhibit A to the TVC Concurrence of Funds Resolution for Location Map).

Grant application by TVC for $500,000 to acquire in fee title of the 32-acre “Altamont Hills” Property (APN 99-5680-4) for the purposes of conserving an identified wildlife crossing through the Diablo Range, increasing recreational access within the existing trail system, and protecting native biological diversity and wildlife. The property contains significant value for visual character, provides strategic value in land protection, and has willing sellers (see Exhibit A to the TVC Altamont Hills Concurrence of Funds Resolution for Location Map).

Staff recommends Council confirm the recommendations of the Committee and find the funding expenditures comply with the Altamont Landfill Settlement Agreement and grant criteria established by the Committee.

DISCUSSION
Background
Altamont Landfill Settlement Agreement Open Space Account In 1999, Alameda County, Cities of Livermore and Pleasanton, Sierra Club, Northern California Recycling Association, Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, entered into a Settlement Agreement that resolved a legal challenge relating to the proposed expansion of the Altamont Landfill. Results of the Settlement Agreement include substantial reductions in the landfill expansion and waste imports, and a requirement for the operator to collect a $0.75 per ton fee for open space acquisition. The collected fees are deposited to an Open Space Account and funding is then allocated through a process established in the Settlement Agreement.

The Settlement Agreement established an Open Space Committee whose role, in part, is to recommend allocations of funding from the Open Space Account. Funding allocations are recommended by the voting members of the Open Space Committee. The City of Livermore, Alameda County, and the Sierra Club represent the voting members for the eastern acquisition priority area which receives 80 percent of 463
the Open Space Account money. The City of Pleasanton, Alameda County, and the Sierra Club represent the voting members for the western acquisition priority area that receives 20 percent of the Open Space Committee account money. Currently, there is $21,998,732 in the Open Space Account designated for expenditures in the eastern acquisition area and $3,366,874 in the western area (as of July 18, 2025).

Vasco Road Landfill Open Space Fund
On May 4, 2006, the Alameda County Board of Supervisors upheld a County Planning Commission approval of an amended Conditional Use Permit allowing continued landfill and recycling activities at the Vasco Road Landfill. Consistent with the language in the Altamont Settlement Agreement, the approval requires the Vasco Road Landfill operator (Republic Services, Inc.) to collect the same per-ton fees for open space, recycling/diversion education, and host community events, as the Altamont Landfill operator (Waste Management of Alameda County, Inc.). Vasco Road Landfill Conditions of Approval require the collection and expenditures from the fee accounts to be identical to the Altamont Landfill Settlement Agreement.

ANALYSIS
The Open Space Committee holds regular meetings under the terms of the Settlement Agreement.

Councilmember Wang is Livermore’s Open Space Committee representative. The Settlement Agreement requires the Open Space Committee to establish a priority list of future acquisition areas in Eastern Alameda County based upon the selection criteria in the Settlement Agreement:

1. Properties with significant value for preservation of native biological diversity and/or wildlife, and

2. Properties having significant value for visual character and/or non-motorized recreation.

Additional selection criteria include strategic value in land protection, additional funding sources, and willing sellers. The purchase of permanent conservation easements that are consistent with these priorities are also eligible for funding. The Committee has resources to conduct additional study and evaluation of the resources in the Settlement area furthering the purpose and intent of the Settlement Agreement.

Section 7.4.7 of the 1999 Altamont Landfill Settlement Agreement states:
“By approval of a majority of the members of the Advisory Committee, and concurrence by the County and Cities, up to five percent (5%) of the funds received in the Open Space Account in any given year may be expended for the services of independent consultants to aid the Advisory Committee in carrying out its duties to identify open space areas in need of protection and to make plans for their acquisitions, and up to two percent (2%) of the fund received in the Open Space Account any given year may be expended for costs incurred in the financial management of the account.” No funds have been expended this year for consultant services per Section 7.4.7 of the Settlement Agreement. The requested amounts are anticipated to be within the allowed range per year. The City will process and administer the UC Davis Road Ecology Center grant agreement after the funding concurrence has been made. Alameda County will process and administer the grant agreements with CRT and TVC.
464
The four expenditures and how each meets the Committee's Criteria for grant funding are described below:

Date of
Committee
approval
Applicant Grant
Amount
Project Description
Settlement
Criteria Met
(Acquisitions/
Consultant
Services)
5/16/2025
UC Davis
Road
Ecology
Center
$246,803
Develop a Payment for Ecosystem Services
(PES) method (Phase I) and web-tool (Phase II)
to assist with Committee decision-making about
land and easement acquisition. Phase I would
begin in October, 2025, (or whenever contracting
is finalized) and conclude in September, 2026.

Phase II would begin in October, 2026, and be
completed by September, 2027. The research
would support the goal of supporting the
Committee's prioritization of lands for protection
based on wildlife presence/activity, potential
habitat, and habitat connectivity including across
area freeways. The Committee would utilize this
information, as appropriate, to support initial
strategies for potential land acquisition in fee title
or conservation easements.

Identify
Properties
with
significant
value for
preservation
of native
biological
diversity
and/or
wildlife
Assist
Committee
decision
making in
compliance
with Section

7.4.7 7/18/2025
California
Rangeland
Trust
$790,468
The California Rangeland Trust (CRT), a
nonprofit land trust, is working in partnership with
Charles and Michelle Sweet (Landowner) to
place a conservation easement on Sweet Ridge
Ranch (Ranch). The Ranch is a 160-acre
privately-owned working cattle ranch located
near the eastern border of Alameda County on
the eastern slopes of the Diablo Range that
provides vital foraging habitat for species such as
the golden eagle and burrowing owl. A
Committee grant would fund purchase of a
conservation easement. Proceeds from the
easement would help improve water
infrastructure and ensure the Ranch remains
economically feasible for the Landowners and
future generations. CRT holds easements on
surrounding parcels.

Value for
preservation
of native
biological
diversity
and/or
wildlife
Value for
visual
character
Value in
land
protection
Willing
sellers
465
7/18/2025
Tri-Valley
Conservancy
$25,000
Tri-Valley Conservancy (TVC) has commissioned
a study to evaluate conservation values in
unincorporated area of Alameda County, east of
Greenville Road up to the South Bay Aqueduct
(SBA) between I-580 to the north and the
intersection of the SBA with Greenville Road to
the south. The study would review literature,
aerial photo interpretation, and on-site survey to
evaluate: sensitive vegetation communities;
wetlands and waterways; special-status botanical
occurrences and habitat; special-status wildlife
occurrences and habitat; potential wildlife
corridors; potential trail corridors; agricultural
lands; land use designations; existing protected
lands; and proposed development lands in the
study area. The purpose of the study is to identify
the best and most efficient use of all lands
evaluated. This study is intended to provide a
framework document to assist decision-makers
and the public on the existing values and
appropriate land uses in the area.

Identify
properties
with
significant
value for
preservation
of native
biological
diversity
and/or
wildlife
Assist
Committee
decision
making in
compliance
with Section

7.4.7 7/18/2025
Tri-Valley
Conservancy
$500,000
TVC seeks to acquire the Altamont Hills property,
a 32-acre parcel (APN 99-5680-4) in
unincorporated North Livermore visible from I580. This parcel has been identified by UC Davis’s Road Ecology Center Wildlife Crossing
Study as part of a unique wildlife crossing under
the I-580 freeway. The property is currently
unmanaged grassland with potential upland
habitat for California Tiger Salamander,
California Red Legged Frog, and is a critical link
for species migration across the Diablo Range.

The property is identified as a conservation
priority within the East Alameda County
Resource Conservation Study, TVC’s priority
conservation plan, and by the Alameda County
Resource Conservation District. Additionally, this
property is less than 0.2 miles from the City of
Livermore, making it a key conservation priority
for preserving the urban greenbelt around the
city.

Value for
preservation
of native
biological
diversity
and/or
wildlife
Value for
visual
character
Value in
land
protection
Additional
funding
source
Willing
sellers
General Plan
The funding requests are consistent with the General Plan Open Space and Conservation policies that are listed below:

Goal OSC-1: Conserve the value and function of Livermore’s open space as a biological resource.

Objective OSC-1.1: Maintain biodiversity within the Planning Area with special emphasis on species that are sensitive, rare, declining, unique, or represent valuable biological resources.

P1.: Priority shall be given to land acquisition efforts that would result in the creation and 466
expansion of linkages between existing protected natural resource areas.

P2.: The City shall support efforts to preserve and maintain Corral Hollow, important as the most northerly range of desert plants and animals, as open space.

OSC-1.2 P1.: Habitats of rare or endangered species shall be preserved.

OSC-1.4 P2.: The City shall encourage and cooperate with the County of Alameda to undertake a study to: (1) map the precise distribution of the rare and endangered species as to their number and sites; and (2) determine the sensitivity of these species to development, so that effective management programs can be developed.

OSC-1.4 P.3.: The City shall encourage and cooperate with the County, EBRPD, LARPD, and other agencies and organizations to establish a program to preserve representative examples of natural and near-natural landscape communities, such as the Springtown Alkali Sink, Brushy Peak, Corral Hollow, Cedar Mountain, and Sycamore Grove.

Based on consistency with General Plan policies above, staff recommends the Council accept the Open Space Committee’s proposed expenditures.

FISCAL AND ADMINISTRATIVE IMPACTS
The current balance of the Altamont Landfill Settlement Open Space Fund for the East Acquisition Priority Area is approximately $21,998,732 and current balance of the West Acquisition Priority Area is approximately $3,366,874. If the City Council accepts the Open Space Committee’s recommendation, the balance for the East Acquisition Priority Area would be reduced by $1,507,910. The balance for the West Acquisition Priority Area would be reduced by $54,360. Funding the grant requests would have no impact on the City’s General Fund other than the allocation of staff time to prepare this report to the City Council and administering a grant agreement with the UC Davis Road Ecology Center.

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

ATTACHMENTS

1. Resolution - Concurrence of Funds UCD

2. Exhibit A - UCD Grant Application

3. Resolution - Concurrence of Funds CRT

4. Exhibit A - CRT Grant Application

5. Resolution - Concurrence of Funds TVC

6. Exhibit A - TVC Grant Application

7. Resolution - Concurrence of Funds TVC Altamont Hills

8. Exhibit A - TVC Grant Application Altamont Hills
467
Prepared by: Kam Purewal
Associate Planner
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
468
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ACCEPTING THE ALTAMONT LANDFILL OPEN SPACE COMMITTEE’S RECOMMENDATION TO FUND THE UNIVERSITY OF CALIFORNIA

DAVIS ROAD ECOLOGY CENTER GRANT REQUEST IN THE AMOUNT OF $246,803 FOR CONSULTANT SERVICES
The City of Livermore’s General Plan includes goals for long-term preservation of open space, including low-intensity agriculture, habitat protection, watershed management, and recreational uses.

In 1996, Alameda County certified an Environmental Impact Report and approved a conditional use permit for expansion of the Altamont Landfill by Waste Management of Alameda County, Inc., resulting in litigation.

In 1999, the parties to the lawsuit (i.e., Alameda County, the cities of Livermore and Pleasanton, the Sierra Club, Northern California Recycling Association, Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, Inc.) entered into a settlement agreement relating to the proposed expansion of the Altamont Landfill (“Settlement Agreement”).

The Settlement Agreement provides for collection of a fee allocated to an Open Space Account for expenditure on open space acquisitions in fee or permanent easement. The Settlement Agreement required Alameda County to convene an advisory committee comprised of four members (i.e., one member appointed by Alameda County, the City of Livermore, the City of Pleasanton, and the Sierra Club, respectively) (“Open Space Committee”).

The Settlement Agreement permits up to five percent (5%) of funds received in the Open Space Account in any given year to be expended for the services of independent consultants to aid the Open Space Committee in carrying out its duties to identify open space areas in need of protection. The Open Space Committee has utilized the services of independent consultants to identify properties of significant value for preservation and land protection.

The Settlement Agreement assigns the Open Space Committee the responsibility to make recommendations on priority lists and allocations for the expenditure of the Open Space Account funds and then requires the County and the respective city (depending upon the acquisition area) to determine whether the Open Space Committee’s recommendation is consistent with the Settlement Agreement and the Open Space Committee’s priorities. The City of Livermore, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the eastern acquisition priority area that receives 80% of the Open Space Account funds. The City of Pleasanton, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the western acquisition priority area that receives 20% of the Open Space Account funds. 469
2 RESOLUTION NO. ________
On May 16, 2025, and pursuant to Section 7.4.7 of the Settlement Agreement, the Open Space Committee considered and approved a grant request for two years from the University of California Davis Road Ecology Center to develop a Payment for Ecosystem Services (PES) method and web-tool to assist Committee's decision-making about land and easement acquisitions.

The Open Space Committee recommended expending $246,803 over the next two years from the Open Space Account and recommended the Livermore City Council and the Alameda County Board of Supervisors determine that the expenditure is consistent with the Settlement Agreement and the Open Space Committee’s priorities.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, based upon its own independent review of the entire record, it hereby determines that the Open Space Committee’s recommended expenditure of Open Space Account funds is not a project under the California Environmental Quality Act (“CEQA”) and CEQA Guidelines section 15378 because an approval of the expenditure of funds would not approve a physical development project, would not physically change the environment, and would help preserve natural habitat. Therefore, no environmental review is required.

BE IT FURTHER RESOLVED, by the City Council of the City of Livermore that based upon its own independent review of the entire record it hereby finds the Open Space Committee’s recommendation for the expenditure of $246,803 from the Open Space Account to fund the grant request by the University of California Davis Road Ecology Center to develop a Payment for Ecosystem Services (PES) method and webtool to assist the Committee's decision-making for acquisitions and to identify open space land and easement areas in need of protection is consistent with the Livermore General Plan Open Space and Conservation policies and the acquisition priorities set forth in the Settlement Agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole
Deborah L. Elam Molly O’Toole
City Clerk Assistant City Attorney
Exhibit A – UCD Grant Application
470
1 Ms. Elizabeth McElligott, Assistant Director,
Alameda County CommunityDevelopment Department
Attention: Altamont Landfill Open Space Committee Members May 8, 2025
Dear Altamont Landfill Open Space Committee Members,
We hope this message finds you all well. The UC Davis Road Ecology Center has worked productively with the ALOSC since 2019 on ways to improve wildlife habitat and connectivity in your study area. Based on suggestions from Committee members, we would like to submit a request for fundingfor $246,803 to develop a Payment for Ecosystem Services (PES) method (Phase I) and web-tool (Phase II) to assist with ALOSC’s decision-making about land and easement acquisition. The proposed study area encompasses primarily the eastern geographic areas of ALOSC interest and secondarily a portion of the western area, as defined in Section 7.3.1 ofthe Altamont Landfill Settlement Agreement. Our timeline for Phase I will begin in October, 2025 (or whenever contracting is finalized) and conclude in September, 2026. Our timeframe for Phase II would immediately follow completion of Phase I, October, 2026, and be completed by September, 2027. The research will help meet the goal of supporting the ALOSC’s prioritization of lands for protection based on wildlife presence/activity, potential habitat, and habitat connectivity including across area freeways. The ALOSC will utilize this information, as appropriate, to support initial strategies for potential land acquisition in fee title or conservation easement to enable native wildlife (plants and animals) survival and movement throughout the Settlement area.

Phase I: We will begin the project by communicating with landowners and landowner/resource representative organizations (e.g., Alameda County RCD, Natural Resources Conservation Service, California Rangeland Trust). We will then conduct an extensive review of the peer-reviewed and technical literature describing methods for valuing and paying for ecosystem services, focusing on wildlife habitat benefits. We will include global literature, but focus primarily on methods published in and for California. From this literature base, we will develop a model method suitable for valuing ecosystem services and paying for these services in Alameda County. There are several possible systems of analysis that we will consider. We will discuss approaches for valuation of non-market goods, such as stated preference and revealed preference methods. From the range of published

EXHIBIT A
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2 methods we identify, we will describe a method suitable for ALOSC to use in valuing wildlife-ecosystem services and thus justify paying for these services. We will vet this method with local and regional experts in valuation and payment systems for wildlife habitat and with the ALOSC and its constituent governments.

We will finalize a proposed method for valuing and paying for wildlife ecosystem services.

Phase II: Following completion of Phase I, we will implement the method in the web-based spatial decision-support tool developed by UCANR for ALOSC (https://geoportal.ucanr.edu/alosac/). We will connect the method to new and existing spatial datasets used in the web-tool. For example, using previous UCD work for ALOSC, we will update assumptions made about actual and potential movement of wildlife through the settlement area, including across I-580. We will also make connections between this work and enhancement of wildlife crossing across I-580 through existing and new crossing structures. We will work with UCANR to develop an add-in to their web-tool that calculates values and payments for wildlife ecosystem services for individual parcels. We will vet draft versions of the web-tool with regional experts, including ALOSC, to make sure it is both understandable and useful to support financial decisions. Finally, we will develop a suggested workflow for parcel-specific data collection, appraisal/evaluation, calculated value/payment, mechanism for payment for wildlife ecosystem services, and mechanism for long term maintenance and monitoring.

We look forward to continuing work with the ALOSC on this vital research. We believe that this project will improve financial decisions intended to protect wildlife habitat and movement primarily through the Diablo Range and secondarily the East Bay Hills.

Thank you in advance for the opportunity to submit a Research request. We look forward to consulting regularly with the ALOSC to discuss progress andto receive feedback. A detailed Scope of Work and Budget are provided in the following section.

Sincerely,
Fraser Shilling, PhD
University of California
Road Ecology Center

EXHIBIT A
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3 EXHIBIT A
University California, Davis, & University of California, ANR, Natasha Batista (Stanford University), O’Herron & Company (Meeting Facilitators)

PROJECT BACKGROUND
The Altamont Landfill Open Space Committee (ALOSC) is interested in basing their land acquisition and/or conservation easement purchases on scientific research and findings related to the presence and movement of native wildlife (plant and animal) species throughout the Settlement area. There are several existing approaches for evaluating the contribution of environmental systems to human well-being in an economic framework. Some approaches measure the value of “ecosystem services” provided while others capture the value individuals may have for natural systems exclusive of actual use.

This information will support ALOSC decision making about lands to be acquired in fee title or permanent easement, in cooperation with private or public landowners interested in preserving all or portions of their property.

SCOPE OF WORK
Phase I
We will begin the project by communicating with landowners and landowner/resource representative organizations (e.g., Alameda County RCD, Natural Resource Conservation Service, California Rangeland Trust). We will then conduct an extensive review of the peer-reviewed and technical literature describing methods for valuing and paying for ecosystem services, focusing on wildlife habitat benefits. From this literature base, we will develop a model method suitable for valuing ecosystem services and paying for these services in Alameda County. From the range of published methods we identify, we will describe a method suitable for ALOSC to use in valuing wildlife-ecosystem services and thus justify paying for these services. We will vet this method with local and regional experts in valuation and payment systems for wildlife habitat and with ALOSC and its constituent governments. We will finalize a proposed method for valuing and paying for wildlife ecosystem services.

EXHIBIT A
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4 Task 1: Landowner and ALOSC Communication
The Team will contact select local, rural landowners and key groups representing rural lands (e.g., (e.g., ranchers attending the Conservation Easement workshops funded by the ALOSC). These contacts are not intended to be exhaustive, but instead to have conversations about the approach we are taking and the kinds of outcomes we expect. In a workshop setting, we will ask rural landowner interests about methods they have available to them (e.g., NRCS’s Environmental Quality Incentives Program) and their ideas about how to make an effective payment for wildlife ecosystem services method for ALOSC.

Deliverable: Summary notes from a workshop with rural landowner interests; Identification of potential fatal flaws and good ways forward.

Task 2: Method Development
The Team will develop the scientific, legislative and logistical basis for a PES approach for ALOSC. This will include literature searches (both peer-reviewed and technical literature), developing a model approach, describing payment mechanisms, and differentiating between initial valuation and long-term maintenance costs. The model approach will be developed in spreadsheet and GIS formats so that it can be tested with example calculations. Careful notation will be made of the decisions made during development to help with review and reporting.

Deliverables: Draft method for Payment for Wildlife Ecosystem Services; Draft technical memo describing basis for approach and approach itself Task 3: Method Vetting and Confirmation
The Team will present the method to the ALOSC and other stakeholders at one ALOSC meeting and one workshop with landowner-stakeholders. The purpose of the meeting will be to get feedback on both the basis and the outputs of the method. A final model method will be developed following this feedback and presented to the ALOSC at the end of Phase I.

Deliverables: Presentation to the ALOSC and 1 workshop; collection of feedback; final model and method and technical memo.

EXHIBIT A
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5 Phase II
Following completion of Phase I, we will implement the payment for wildlife ecosystem service method in the web-based spatial decision-support tool developed by UCANR for ALOSC (https://geoportal.ucanr.edu/alosac). We will connect the method to new and existing spatial datasets used in the web-tool. For example, using previous UCD work for ALOSC, we will update assumptions made about actual and potential movement of wildlife through the settlement area, including across I-580. We will also make connections between this work and enhancement of wildlife crossing across I-580 through existing and new crossing structures. We will work with UCANR to develop an add-in to their web-tool that calculates values and payments for wildlife ecosystem services for individual parcels. We will vett draft versions of the web-tool with regional experts, including ALOSC, to make sure it is both understandable and useful to support financial decisions. Finally, we will develop a suggested workflow for parcel-specific data collection, appraisal/evaluation, calculated value/payment, mechanism for payment for wildlife ecosystem services, and mechanism for long term maintenance and monitoring.

Task 4: Calculation of Parcel Wildlife Ecosystem Services We will use the method developed in Phase I and the most recent, available spatial datasets representing wildlife ecosystem services to estimate parcelspecific values for these services. For example, California Department of Fish and Wildlife is currently working on a new set of wildlife habitat prediction models, due to be released sometime in the first half of 2025. These maps, combined with other wildlife data, can be used to estimate total ecosystem value per parcel.

Deliverable: Calculation of parcel values using the payment for wildlife ecosystem services method from Phase I.

Task 5: Draft and Final Deployment within Parcel Prioritization Tool Using the information from Task 4, we will deploy the parcel-specific services and equivalent value information in the UCANR parcel prioritization tool. Once deployed, we will vet the draft tool with ALOSC and landowner-stakeholders to determine how well this information is received and ways to make it

EXHIBIT A
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6 understandable and palatable. We will use feedback to develop a final deployment of the Payment for Wildlife Ecosystem Services method in the parcel prioritization tool.

Deliverable: Deployment of draft web-tool; Presentation to ALOSC and 1 landowner workshop for feedback; Final web-deployment of the Payment for Wildlife Ecosystem Services method
Task 6: Suggested Long-Term Workflow and Implementation In order to maintain useability of the information we develop, we will propose a workflow to keep information up to date and to help make decisions. This will include recommended frequency for updating input data, tracking use of the information to make decisions, and feedback from users about ways the system could be improved for actual decisions.

Deliverable: Long-term workflow recommendations
Quarterly Reporting
On a quarterly basis, UCD will provide remote/in-person or remote-only, respectively, oral reports to the ALOSC. These will include oral summaries of progress in carrying out each Task and will culminate in a final oral and written project report at the end of the project term.

Project Deliverables
1) (Quarterly?) Progress reports to the ALOSC after the project begins. 2) Spatial datasets corresponding to the services and payment calculations from Phases I and II.
3) A Technical Report summarizing the project. The final technical report will be presented to the ALOSC at the termination of the project.

Timeline
The Project Team will begin project research as soon as requested funds are

EXHIBIT A
476
7 allocated and contractual agreements have been signed. The total project period is estimated to take place over the 24 months between October 1, 2025 and September 30, 2027. A timeline of proposed activities is shown in the table below. (Each numbered column represents a month, starting with the month the contract is finalized. Scheduled periods of activity are shown with colored shading.)
Task 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 1 2
3 4
5 6
Phase II Budget Chart
The total amounts in each line item will be distributed in a roughly 80%:20% pattern between the eastern and western ends of the study area, respectively.

ITEM DESCRIPTION Total ($)
UCD Project management and oversight 32,441
UCD technical analyst 99,738
Natasha Batista (Stanford) 40,000
O’Herron & Company (Meeting Facilitators) 23,600
UCANR 38,980
Travel 2,000
UCD Indirect 10,044
TOTAL 246,803

EXHIBIT A
477
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ACCEPTING THE ALTAMONT LANDFILL OPEN SPACE COMMITTEE’S RECOMMENDATION TO FUND THE CALIFORNIA RANGELAND TRUST GRANT REQUEST IN THE AMOUNT OF $790,468 FOR THE PURCHASE OF A CONSERVATION EASEMENT FOR THE SWEET RIDGE RANCH (160-

ACRES) IN EASTERN ALAMEDA COUNTY
The City of Livermore’s General Plan includes goals for long-term preservation of open space, including low-intensity agriculture, habitat protection, watershed management, and recreational uses.

In 1996, Alameda County certified an Environmental Impact Report and approved a conditional use permit for expansion of the Altamont Landfill by Waste Management of Alameda County, Inc., resulting in litigation.

In 1999, the parties to the lawsuit (i.e., Alameda County, the cities of Livermore and Pleasanton, the Sierra Club, Northern California Recycling Association, Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, Inc.) entered into a settlement agreement relating to the proposed expansion of the Altamont Landfill (“Settlement Agreement”).

The Settlement Agreement provides for collection of a fee allocated to an Open Space Account for expenditure on open space acquisitions in fee or permanent easements. The Settlement Agreement required Alameda County to convene an advisory committee comprised of four members (i.e., one member appointed by Alameda County, the City of Livermore, the City of Pleasanton, and the Sierra Club, respectively) (“Open Space Committee”).

The Settlement Agreement establishes criteria that limits the use of the Open Space Account to acquisitions of properties having significant value for (1) preservation of native biological diversity and/or wildlife, and/or (2) visual character, and/or nonmotorized recreation. The Open Space Committee has developed and utilized additional criteria for the use of the Open Space Account, including strategic value in land protection, additional funding sources, and willing sellers.

The Settlement Agreement assigns the Open Space Committee the responsibility to make recommendations on priority lists and allocations for the expenditure of the Open Space Account funds and then requires the County and the respective city (depending upon the acquisition area) to determine whether the Open Space Committee’s recommendation is consistent with the Settlement Agreement and the Open Space Committee’s priorities. The City of Livermore, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the eastern acquisition priority area that receives 80% of the Open Space Account funds. The City of Pleasanton, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the western 478
2 RESOLUTION NO. ________
acquisition priority area that receives 20% of the Open Space Account funds.

On July 18, 2025, and pursuant to Section 7.4 of the Settlement Agreement, the Open Space Committee considered a grant application from the California Rangeland Trust in the amount of $790,468 to acquire a conservation easement on the Sweet Ridge Ranch (160-acres). The Open Space Committee recommended expending $790,468 from the Open Space Account and recommended the Livermore City Council and the Alameda County Board of Supervisors determine that the expenditure is consistent with the Settlement Agreement and the Open Space Committee’s priorities.

The acquisition of the conservation easement will protect biological diversity and wildlife, secure value for visual character, and preserve the property as open space consistent with the Settlement Agreement.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, based upon its own independent review of the entire record, it hereby determines that the Open Space Committee’s recommended expenditure of Open Space Account funds, and their expenditure for the acquisition of a conservation easement on the Sweet Ridge Ranch, is not a project under the California Environmental Quality Act (“CEQA”) and CEQA Guidelines section 15378 because an approval of the expenditure of funds would not approve a physical development project, would not physically change the environment, and would help preserve natural habitat. Therefore, no environmental review is required.

BE IT FURTHER RESOLVED, by the City Council of the City of Livermore that based upon its own independent review of the entire record it hereby finds the Open Space Committee’s recommendation for the expenditure of $790,468 from the Open Space Account to fund the grant request by the California Rangeland Trust to purchase a conservation easement on the Sweet Ridge Ranch is consistent with the easement or land acquisition priorities set forth in the Settlement Agreement and by the Open Space Committee.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole
Deborah L. Elam Molly O’Toole
City Clerk Assistant City Attorney
479
3 RESOLUTION NO. ________
Exhibit A – CRT Grant Application
480

SWEET RIDGE RANCH CONSERVATION EASEMENT

ALAMEDA COUNTY, CALIFORNIA
160 ± ACRES

APPLICATION FOR GRANT FUNDING

ALAMEDA COUNTY ALTAMONT LANDFILL OPEN SPACE FUND (ALOSF) JUNE 2025
California Rangeland Trust
3900 Lennane Drive, Suite 210
Sacramento, CA 95834
(916) 444-2096
www.rangelandtrust.org

EXHIBIT A
481

TABLE OF CONTENTS

APPLICATION FOR GRANT FUNDING

ALAMEDA COUNTY ALTAMONT LANDFILL OPEN SPACE FUND (ALOSF) GRANTEE INFORMATION…………………………………………………………………………….1
LANDOWNER INFORMATION………………………………………………………………………1
PROJECT INFORMATION………………………………………………………………….………….2
PROJECT DESCRIPTION……………………………………………………………………………….3
WƌŽũĞĐƚ /ŶƚƌŽĚƵĐƟŽŶ
Project Background
WƌŽũĞĐƚ KďũĞĐƟǀĞƐ
Project Budget
WƌŽũĞĐƚ DĞƚŚŽĚƐ
ALOSF FUNDING CRITERIA……………………………………………….…………………………5

1. ^ŝŐŶŝĮĐĂŶƚ EĂƟǀĞ ŝŽĚŝǀĞƌƐŝƚLJ sĂůƵĞ

2. ^ŝŐŶŝĮĐĂŶƚ sŝƐƵĂů ĂŶĚͬŽƌ EŽŝŶ-ŵŽƚŽƌŝnjĞĚ ZĞĐƌĞĂƟŽŶĂů sĂůƵĞ

3. ^ƚƌĂƚĞŐŝĐ sĂůƵĞ ŝŶ >ĂŶĚ WƌŽƚĞĐƟŽŶ

4. ĚĚŝƟŽŶĂů &ƵŶĚŝŶŐ ^ŽƵƌĐĞƐ

5. tŝůůŝŶŐ ^ĞůůĞƌƐ

6. ŽŶƐĞƌǀĂƟŽŶ
ĂƐĞŵĞŶƚ DĂŶĂŐĞŵĞŶƚ

7. ŽŶƐĞƌǀĂƟŽŶ
ĂƐĞŵĞŶƚ DŽŶŝƚŽƌŝŶŐ
TABLES…………………………………………………………………………………………………………….…..8
dĂďůĞ ϭ͗ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ WƌŽũĞĐƚ ƵĚŐĞƚ tŽƌŬƐŚĞĞƚ
dĂďůĞ Ϯ͗ ^ƚĞǁĂƌĚƐŚŝƉ
ŶĚŽǁŵĞŶƚ &ƵŶĚ ƵĚŐĞƚ tŽƌŬƐŚĞĞƚ
APPENDICES………………………..…………………………………………………………………………….10
ƉƉĞŶĚŝdž . DĂƉ &ŝŐƵƌĞƐ
ƉƉĞŶĚŝdž B. ZĞƉƌĞƐĞŶƚĂƟǀĞ ^ŝƚĞ WŚŽƚŽŐƌĂƉŚƐ
ƉƉĞŶĚŝdž C. >ĂŶĚŽǁŶĞƌ tŝůůŝŶŐ ^ĞůůĞƌ >ĞƩĞƌ
ƉƉĞŶĚŝdž D. Zd ^ƚĞǁĂƌĚƐŚŝƉ ĂŶĚ Monitoring ŚĞĐŬůŝƐƚ
ƉƉĞŶĚŝdž
͘ Zd ^ƚĂŶĚĂƌĚ ŐƌŝĐƵůƚƵƌĂů ŽŶƐĞƌǀĂƟŽŶ
ĂƐĞŵĞŶƚ ŐƌĞĞŵĞŶƚ

ATTACHMENTS
ƩĂĐŚŵĞŶƚ ϭ͘ Sweet Ridge Ranch ƉƉƌĂŝƐĂů

EXHIBIT A
482
483
484
3 PROJECT DESCRIPTION
WƌŽũĞĐƚ /ŶƚƌŽĚƵĐƟŽŶ
dŚĞ ĂůŝĨŽƌŶŝĂ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ;͚Zd͛Ϳ͕ Ă ŶŽŶƉƌŽĮƚ ƉƵďůŝĐ ďĞŶĞĮƚ ůĂŶĚ ƚƌƵƐƚ ŝƐ ǁŽƌŬŝŶŐ ŝŶ ƉĂƌƚŶĞƌƐŚŝƉ ǁŝƚŚ ŚĂƌůĞƐ ĂŶĚ DŝĐŚĞůůĞ ^ǁĞĞƚ ;͚>ĂŶĚŽǁŶĞƌ͛Ϳ ƚŽ ƉůĂĐĞ Ă ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ;͚ZĂŶĐŚ͛Ϳ͘ dŚĞ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ŝƐ Ă 160-acre ƉƌŝǀĂƚĞůLJ-owned working ĐĂƩůĞ ƌĂŶĐŚ ůŽĐĂƚĞĚ ŶĞĂƌ ƚŚĞ ĞĂƐƚĞƌŶ ďŽƌĚĞƌ ŽĨ ůĂŵĞĚĂ ŽƵŶƚLJ ŽŶ ƚŚĞ ĞĂƐƚĞƌŶ ƐůŽƉĞƐ ŽĨ ƚŚĞ ŝĂďůŽ ZĂŶŐĞ ;Figure 1Ϳ͘ ůƚĂŵŽŶƚ >ĂŶĚĮůů KƉĞŶ ^ƉĂĐĞ &ƵŶĚ ;>K^&Ϳ ĂǁĂƌĚƐ ĂƌĞ ƌĞƋƵĞƐƚĞĚ ƚŽ ĨƵŶĚ ƚŚĞ ĞĂƐĞŵĞŶƚ ƐŽ ƚŚĂƚ ƚŚĞ ĞƐƚĂďůŝƐŚŵĞŶƚ ŽĨ Ă ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ƚŚĞ ZĂŶĐŚ ŝƐ ĞĐŽŶŽŵŝĐĂůůLJ ĨĞĂƐŝďůĞ ĨŽƌ ƚŚĞ >ĂŶĚŽǁŶĞƌƐ͘
Project Background
dŚĞ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ůŝĞƐ ǁŝƚŚŝŶ ƚŚĞ ůƚĂŵŽŶƚ WĂƐƐ tŝŶĚ ZĞƐŽƵƌĐĞ ƌĞĂ͕ ŚŝƐƚŽƌŝĐĂůůLJ ŚŽŵĞ ƚŽ ŽǀĞƌ ϲ͕ϬϬϬ ǁŝŶĚ ƚƵƌďŝŶĞƐ͘ dŚŽƵŐŚ ƌĞƉŽǁĞƌŝŶŐ ĞīŽƌƚƐ ŚĂǀĞ ƌĞĚƵĐĞĚ ƚƵƌďŝŶĞ ĚĞŶƐŝƚLJ͕ ƐŝŐŶŝĮĐĂŶƚ ŚĂďŝƚĂƚ ůŽƐƐ ĂŶĚ ĐŽůůŝƐŝŽŶ ƌŝƐŬƐ ĨŽƌ ďŝƌĚƐ ŽĨ ƉƌĞLJ ƉĞƌƐŝƐƚ͘ dŚĞ ϭϲϬ нͬ- ĂĐƌĞ ƉĂƌĐĞů ďŽƌĚĞƌƐ ŵƵůƟƉůĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚƐ ĂŶĚ ƉƌŽǀŝĚĞƐ ǀŝƚĂů ĨŽƌĂŐŝŶŐ ŚĂďŝƚĂƚ ĨŽƌ ƐƉĞĐŝĞƐ ƐƵĐŚ ĂƐ ƚŚĞ ŐŽůĚĞŶ ĞĂŐůĞ ĂŶĚ ďƵƌƌŽǁŝŶŐ Žǁů͘ >ŽĐĂƚĞĚ ǁŝƚŚŝŶ ƚŚĞ DŽƵŶƚ ,ĂŵŝůƚŽŶ /ŵƉŽƌƚĂŶƚ ŝƌĚ ƌĞĂ (Figure 2)͕ the ZĂŶĐŚ ĐŽŶƚƌŝďƵƚĞƐ ƚŽ Ă ĐƌŝƟĐĂů ŇLJǁĂLJ ĂŶĚ ŚƵŶƟŶŐ ĐŽƌƌŝĚŽƌ ĨŽƌ ƌĂƉƚŽƌƐ ĂŶĚ ŽƚŚĞƌ ŐƌĂƐƐůĂŶĚĚĞƉĞŶĚĞŶƚ ƐƉĞĐŝĞƐ͘ ŽŶƐĞƌǀŝŶŐ ƚŚŝƐ ƉĂƌĐĞů ǁŽƵůĚ ĂĚĚ ƚŽ Ă ĐŽŶƟŐƵŽƵƐ ϲϴϯ͘ϲϱ нͬ- ĂĐƌĞ ƐƚƌĞƚĐŚ ŽĨ ƉƌŽƚĞĐƚĞĚ ůĂŶĚ͕ ĞŶŚĂŶĐŝŶŐ ŚĂďŝƚĂƚ ĐŽŶŶĞĐƟǀŝƚLJ ĂŶĚ ŵŝƟŐĂƟŶŐ ĨƵƚƵƌĞ ĚĞǀĞůŽƉŵĞŶƚ ŝŶ Ă ďŝŽůŽŐŝĐĂůůLJ ƐĞŶƐŝƟǀĞ ƌĞŐŝŽŶ (Figure 3).
/Ŷ ĂĚĚŝƟŽŶ ƚŽ ŝƚƐ ĞĐŽůŽŐŝĐĂů ǀĂůƵĞ͕ ƚŚĞ ZĂŶĐŚ ƐƵƉƉŽƌƚƐ Ă LJĞĂƌ-round cow-ĐĂůĨ ŽƉĞƌĂƟŽŶ ĂŶĚ ŚĂƐ ďĞĞŶ ĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ ƚŚĞ ^ǁĞĞƚ ĨĂŵŝůLJ ĨŽƌ ŽǀĞƌ ϭϯϴ LJĞĂƌƐ͘ ŚĂƌůŝĞ ^ǁĞĞƚ͕ ƚŚĞ ĐƵƌƌĞŶƚ ůĂŶĚŽǁŶĞƌ͕ ŵĂŶĂŐĞƐ ŶŽƚ ŽŶůLJ ŚŝƐ ϭϲϬ нͬ- ĂĐƌĞ ƉĂƌĐĞů ďƵƚ ĂůƐŽ ĂĚũĂĐĞŶƚ ĨĂŵŝůLJ-ŽǁŶĞĚ ƉƌŽƉĞƌƟĞƐ ƚŽ ƚŚĞ ŶŽƌƚŚ ĂŶĚ ĞĂƐƚ͕ ĂƐ ǁĞůů ĂƐ Ă ůĞĂƐĞ ŽŶ ƚŚĞ ŶĞŝŐŚďŽƌŝŶŐ tD ƉƌŽƉĞƌƚLJ ƚŽ ƚŚĞ ǁĞƐƚ͘ dŚĞ ŽƉĞƌĂƟŽŶ ŝƐ ƐƵƉƉŽƌƚĞĚ ďLJ ĐƌŽƐƐ-ĨĞŶĐŝŶŐ ƚŽ ƉƌĞǀĞŶƚ ŽǀĞƌŐƌĂnjŝŶŐ ĂŶĚ ŚĂƐ ƌĞůŝĂďůĞ ǁĂƚĞƌ ŝŶĨƌĂƐƚƌƵĐƚƵƌĞ ŝŶĐůƵĚŝŶŐ ƚǁŽ ƚƌŽƵŐŚƐ͕ Ă ŚŽůĚŝŶŐ ƚĂŶŬ͕ Ă ǁĞůů͕ ĂŶĚ ŝŶƚĞƌŵŝƩĞŶƚ ƐƚƌĞĂŵƐ ĂŶĚ ƐƉƌŝŶŐƐ͘ dŚĞ ^ǁĞĞƚ ĨĂŵŝůLJ͛Ɛ ůŽŶŐƐƚĂŶĚŝŶŐ ĐŽŵŵŝƚŵĞŶƚ ƚŽ ĐŽŶƐĞƌǀĂƟŽŶ ŝƐ ƌĞŇĞĐƚĞĚ ŝŶ ƚŚĞ ĞdžŝƐƟŶŐ ĂůŝĨŽƌŶŝĂ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ĞĂƐĞŵĞŶƚƐ ŚĞůĚ ŽŶ ƐƵƌƌŽƵŶĚŝŶŐ ƉĂƌĐĞůƐ͘ WƌŽĐĞĞĚƐ ĨƌŽŵ ƚŚĞ ƉƌŽƉŽƐĞĚ ĞĂƐĞŵĞŶƚ ǁŽƵůĚ ŚĞůƉ ŝŵƉƌŽǀĞ ǁĂƚĞƌ ŝŶĨƌĂƐƚƌƵĐƚƵƌĞ ĂŶĚ ĞŶƐƵƌĞ ƚŚĞ ĐŽŶƟŶƵĞĚ ǀŝĂďŝůŝƚLJ ŽĨ ƚŚŝƐ ŚŝƐƚŽƌŝĐ ƌĂŶĐŚŝŶŐ ŽƉĞƌĂƟŽŶ ĨŽƌ ĨƵƚƵƌĞ ŐĞŶĞƌĂƟŽŶƐ͘
WƌŽũĞĐƚ KďũĞĐƟǀĞƐ
x
ƐƚĂďůŝƐŚ Ă ϭϲϬ нͬ- ĂĐƌĞ ĚĞĞĚĞĚ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ƚŚĞ ^ǁĞĞƚ ZŝĚŐĞ Ranch x DŽŶŝƚŽƌ ĂŶĚ ĞŶĨŽƌĐĞ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŝŶ ƉĞƌƉĞƚƵŝƚLJ

EXHIBIT A
485
4 ĂůŝĨŽƌŶŝĂ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ;ZdͿ ǁŝůů ǁŽƌŬ ĐůŽƐĞůLJ ĂůŽŶŐƐŝĚĞ ƚŚĞ >ĂŶĚŽǁŶĞƌ ƚŽ ĞƐƚĂďůŝƐŚ Ă ĚĞĞĚĞĚ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ƚŚĞ ZĂŶĐŚ ƚŚĂƚ ǁŝůů ƉƌŽƚĞĐƚ ƚŚĞ ŽƉĞŶ ƐƉĂĐĞ ƌĂŶŐĞůĂŶĚ ŚĂďŝƚĂƚ ĐŚĂƌĂĐƚĞƌŝƐƟĐƐ ŽĨ ƚŚĞ ZĂŶĐŚ ĂŶĚ ƐƉĞĐŝĞƐ ƉŽƉƵůĂƟŽŶƐ ƚŚĞƌĞŝŶ ŝŶ ƉĞƌƉĞƚƵŝƚLJ͘ dŚĞƐĞ ŽďũĞĐƟǀĞƐ ǁŝůů ĞŶƐƵƌĞ ƚŚĂƚ ƚŚĞ ŚĂďŝƚĂƚ ĂŶĚ ƐƉĞĐŝĞƐ ƉŽƉƵůĂƟŽŶƐ ŽŶ ƚŚĞ ZĂŶĐŚ ĂƌĞ ƉĞƌŵĂŶĞŶƚůLJ ĐŽŶƐĞƌǀĞĚ ĂŶĚ ĂƉƉƌŽƉƌŝĂƚĞůLJ ŵĂŶĂŐĞĚ ǁŝƚŚŝŶ ƚŚĞ ĐŽŶƚĞdžƚ ŽĨ ƚŚĞ ĂĐƟǀĞ ƌĂŶĐŚŝŶŐ ŽƉĞƌĂƟŽŶƐ͘ Project Budget
According to the ǁĞůů-ƉƌĞƉĂƌĞĚ ĂƉƉƌĂŝƐĂů ĨƌŽŵ
ĚǁĂƌĚƐ͕ >ŝĞŶ Θ dŽƐŽ͕ /ŶĐ͕͘ Ă ĐŽŶƐĞƌǀĂƟŽŶ
ĞĂƐĞŵĞŶƚ ŽŶ the Sweet Ridge Ranch ŝƐ ǀĂůƵĞĚ Ăƚ Ψ59Ϭ͕ϬϬϬ. dŚĞ ĐĞƌƟĮĞĚ ĂƉƉƌĂŝƐĂů ĐĂŶ ďĞ ĨŽƵŶĚ ĂƐ ƩĂĐŚŵĞŶƚ ϭ͗ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ƉƉƌĂŝƐĂů. tĞ ĂƌĞ ƌĞƋƵĞƐƟŶŐ ĨƵůů ĨƵŶĚŝŶŐ ĨŽƌ ďŽƚŚ ƚŚĞ ƚƌĂŶƐĂĐƟŽŶ ĂŶĚ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ĂĐƋƵŝƐŝƟŽŶ ĐŽƐƚƐ ƚŽ ŚĞůƉ ŵĂŬĞ ƚŚĞ ƉƌŽũĞĐƚ ĮŶĂŶĐŝĂůůLJ ĨĞĂƐŝďůĞ ĨŽƌ ƚŚĞ ůĂŶĚŽǁŶĞƌ ĂŶĚ ŵŽƌĞ ĂƉƉĞĂůŝŶŐ ĨŽƌ ŝŵƉůĞŵĞŶƚĂƟŽŶ͘ dƌĂŶƐĂĐƟŽŶ ĐŽƐƚƐ ĂƌĞ ĞƐƟŵĂƚĞĚ ƚŽ ďĞ ĂƉƉƌŽdžŝŵĂƚĞůLJ ΨϮϬϬ͕468͕ ƌĞƉƌĞƐĞŶƟŶŐ Ă ƐŝŐŶŝĮĐĂŶƚ ƉĞƌĐĞŶƚĂŐĞ ŽĨ ƚŚĞ ĞĂƐĞŵĞŶƚ ǀĂůƵĞ and adding a burden to ƚŚĞ ůĂŶĚŽǁŶĞƌ. We are ƌĞƋƵĞƐƟŶŐ that ƚŚĞ ƚƌĂŶƐĂĐƟŽŶ ĐŽƐƚƐ are ĐŽǀĞƌĞĚ ĂƐ ǁĞůů ĂƐ ƚŚĞ ĐŽƐƚ ŽĨ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ƚŽ ĂůůŽǁ ƚŚĞ >ĂŶĚŽǁŶĞƌƐ ĂĚĚŝƟŽŶĂů ƉƌŽĐĞĞĚƐ to ƌĞŝŶǀĞƐƚ ŝŶƚŽ ƚŚĞŝƌ ƌĂŶĐŚŝŶŐ ŽƉĞƌĂƟŽŶƐ and ŝŵƉƌŽǀĞ ŝŶĨƌĂƐƚƌƵĐƚƵƌĞ ŽŶ ƚŚĞ ZĂŶĐŚ.

ALOSF grant ĨƵŶĚƐ ĂƌĞ ƌĞƋƵĞƐƚĞĚ ƚŽ ĐůŽƐĞ ƚŚŝƐ ƉƌŽũĞĐƚ ĂŶĚ ĞƐƚĂďůŝƐŚ Ă ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ the Sweet Ridge Ranch. ALOSC ĨƵŶĚƐ ǁŽƵůĚ ďĞ ƵƐĞĚ ƚŽ ĐŽǀĞƌ Ăůů ĚƵĞ ĚŝůŝŐĞŶĐĞ ĂŶĚ ƚƌĂŶƐĂĐƟŽŶ ĐŽƐƚƐ ĂƐ ǁĞůů ĂƐ ƚŚĞ ĐŽƐƚ ŽĨ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ͘ LJ ĨƵŶĚŝŶŐ ƚŚĞƐĞ ƉƌŽũĞĐƚ ĐŽƐƚƐ ĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ ƚŚĞ ĞƐƚĂďůŝƐŚŵĞŶƚ ŽĨ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ͕ ALOSF ǁŽƵůĚ ŵĂŬĞ ƚŚĞ ƐĂůĞ ŽĨ ƚŚĞ ĞĂƐĞŵĞŶƚ ĞĐŽŶŽŵŝĐĂůůLJ ǀŝĂďůĞ ĨŽƌ ƚŚĞ Landowner ĂƐ ǁĞůů ĂƐ ŚĞůƉ ƐǁŝŌůLJ ĞƐƚĂďůŝƐŚ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ͘ ^ŚŽƵůĚ ƚŚĞ >K^F ĂǁĂƌĚ ĨƵŶĚƐ ƚŽǁĂƌĚƐ ƚŚĞ ƉƌŽũĞĐƚ͕ ƐĂŝĚ ĨƵŶĚƐ ǁŽƵůĚ ďĞ ƵƐĞĚ ƚŽ ĮŶĂŶĐĞ ƚŚĞ ĨŽůůŽǁŝŶŐ͗ ^ƚĞǁĂƌĚƐŚŝƉ
ŶĚŽǁŵĞŶƚ &ƵŶĚ͕ >ĞŐĂů ĞĨĞŶƐĞ &ƵŶĚ͕ Zd ƐƚĂī
ĂŶĚ ŽƵƚƐŝĚĞ ůĞŐĂů ĐŽƵŶƐĞů ƟŵĞ͕ ĂŶĚ ŶĞĐĞƐƐĂƌLJ ĚƵĞ ĚŝůŝŐĞŶĐĞ ƚƌĂŶƐĂĐƟŽŶ ĨĞĞƐ͘  ĐŽƉLJ ŽĨ ƚŚŝƐ budget Ɵƚůed “Table 1: Sweet Ridge Ranch Project Budget Worksheet”.  ĐŽƉLJ ŽĨ Ă ďƵĚŐĞƚ ǁŽƌŬƐŚĞĞƚ ƵƐĞĚ ƚŽ ĐĂůĐƵůĂƚĞ ƚŚĞ ^ƚĞǁĂƌĚƐŚŝƉ
ŶĚŽǁŵĞŶƚ &ƵŶĚ ĐŽƐƚ ŵĂLJ ďĞ ĨŽƵŶĚ ĂƐ “Table 2.

Stewardship Endowment Fund Budget Worksheet”.

Project Methods
dŚĞ ƉƌŽƐƉĞĐƟǀĞ ĞĂƐĞŵĞŶƚ ŚŽůĚĞƌ͕ Zd͕ ǁŝůů ĐŽŶĚƵĐƚ Ă ƌĞǀŝĞǁ ŽĨ ƚŚĞ WƌĞůŝŵŝŶĂƌLJ dŝƚůĞ ZĞƉŽƌƚ͘ dŚĞ ƚĞƌŵƐ ŽĨ ƚŚĞ ĞĂƐĞŵĞŶƚ ĂŶĚ ƚŚĞ ŵŽŶŝƚŽƌŝŶŐ ƉƌŽƚŽĐŽůƐ ǁŝůů ďĞ ŶĞŐŽƟĂƚĞĚ ďĞƚǁĞĞŶ ƚŚĞ ĞĂƐĞŵĞŶƚ ŚŽůĚĞƌ͕ >ĂŶĚŽǁŶĞƌ͕ ĂŶĚ ALOSC. dŚĞ ĂƐĞůŝŶĞ ŽŶĚŝƟŽŶƐ ZĞƉŽƌƚ͕ WŚĂƐĞ ϭ ŶǀŝƌŽŶŵĞŶƚĂů ^ŝƚĞ
ƐƐĞƐƐŵĞŶƚ͕ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ĂŐƌĞĞŵĞŶƚ͕ ĂŶĚ ŽƚŚĞƌ ĚŽĐƵŵĞŶƚƐ ǁŝůů ďĞ ƉƌĞƉĂƌĞĚ ďLJ ƚŚĞ ƉĂƌƟĞƐ ƚŽ ƚŚĞ ƚƌĂŶƐĂĐƟŽŶ Žƌ ƚŚŝƌĚ-ƉĂƌƚLJ ĞdžƉĞƌƚƐ. Once Ăůů ƚŚĞ ĐŽŶĚŝƟŽŶƐ ŽĨ ĐůŽƐŝŶŐ ĂƌĞ ŵĞƚ͕ Ă ƌĞƋƵĞƐƚ ĨŽƌ ĨƵŶĚƐ ǁŝůů ďĞ ŵĂĚĞ͘ ůŽƐŝŶŐ ŽŶ ƚŚĞ ĂĐƋƵŝƐŝƟŽŶ ŽĨ ƚŚĞ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ǁŝůů ďĞ ĂĐĐŽŵƉůŝƐŚĞĚ ƚŚƌŽƵŐŚ ĞƐĐƌŽǁ ǁŝƚŚ Ă ƟƚůĞ ŝŶƐƵƌĂŶĐĞ ĐŽŵƉĂŶLJ͘

EXHIBIT A
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5 ALOSC FUNDING CRITERIA

1. ^ŝŐŶŝĮĐĂŶƚ EĂƟǀĞ ŝŽĚŝǀĞƌƐŝƚLJ sĂůƵĞ
According to ƚŚĞ ĂůŝĨŽƌŶŝĂ EĂƚƵƌĂů ŝǀĞƌƐŝƚLJ ĂƚĂďĂƐĞ ;CNDDB data)͕ ƚhe Ranch ŝƐ ǁŝƚŚŝŶ ƚŚĞ ƋƵĂĚƌĂŶƚ ŬŶŽǁŶ ĂƐ ͞ůƚĂŵŽŶƚ͟ ǁŚŝĐŚ ŚĂƐ ďĞĞŶ ĚŽĐƵŵĞŶƚĞĚ ƚŽ ƐƵƉƉŽƌƚ ĂůŝĨŽƌŶŝĂ red-ůĞŐŐĞĚ ĨƌŽŐ (ZĂŶĂ ĚƌĂLJƚŽŶŝŝ – ƐƉĞĐŝĞƐ ŽĨ ƐƉĞĐŝĂů ĐŽŶĐĞƌŶ ĂŶĚ ĨĞĚĞƌĂůůLJ ƚŚƌĞĂƚĞŶĞĚ)͕ ^ƉĂĚĞĨŽŽƚ ƚŽĂĚ ;^ƉĞĂ ŚĂŵŵŽŶĚŝŝ – ^ƉĞĐŝĞƐ ŽĨ ^ƉĞĐŝĂů ŽŶĐĞƌŶͿ͕ ĂůŝĨŽƌŶŝĂ Ɵger ƐĂůĂŵĂŶĚĞƌ (ŵďLJƐƚŽŵĂ ĐĂůŝĨŽƌŶŝĞŶƐĞ – ĨĞĚĞƌĂůůLJ ĂŶĚ ƐƚĂƚĞ ƚŚƌĞĂƚĞŶĞĚͿ͕ Burrowing Žǁů ;ƚŚĞŶĞ ĐƵŶŝĐƵůĂƌŝĂ – ^ƉĞĐŝĞƐ ŽĨ ƐƉĞĐŝĂů ĐŽŶĐĞƌŶ and ƉĞƟƟŽŶĞĚ ĂƐ ƐƚĂƚĞ ƚŚƌĞĂƚĞŶĞĚ)͕ ^ĂŶ :ŽĂƋƵŝŶ <ŝƚ &Ždž ;sƵůƉĞƐ ŵĂĐƌŽƟƐ ŵƵƟĐĂ – ĨĞĚĞƌĂůůLJ ĞŶĚĂŶŐĞƌĞĚ ĂŶĚ ƐƚĂƚĞ ƚŚƌĞĂƚĞŶĞĚ)͕ 'ŽůĚĞŶ ĂŐůĞ ;ƋƵŝůĂ ĐŚƌLJƐĂĞƚŽƐ – CDFW
ĨƵůůLJ ƉƌŽƚĞĐƚĞĚ ĂŶĚ ǁĂƚĐŚ ůŝƐƚĞĚ). (Figure 4). ĚĚŝƟŽŶĂůůLJ͕ ƚŚĞ ƉƌŽƉŽƐĞĚ ƉƌŽũĞĐƚ ŝƐ ůŽĐĂƚĞĚ ŝŶ ƚŚĞ

ĂƐƚ ^ĂŶ &ƌĂŶĐŝƐĐŽ ĂLJ ŽƌĞ ƌĞĂ ŽĨ ƚŚĞ
ĂƐƚ ^ĂŶ &ƌĂŶĐŝƐĐŽ ĂLJ ZĞĐŽǀĞƌLJ hŶŝƚ ĨŽƌ ĂůŝĨŽƌŶŝĂ ƌĞĚůĞŐŐĞĚ ĨƌŽŐ ;&ŝŐƵƌĞ 5). ŽŶƚƌĂ ŽƐƚĂ ĂŶĚ ůĂŵĞĚĂ ŽƵŶƟĞƐ ĐŽŶƚĂŝŶ ƚŚĞ ŵĂũŽƌŝƚLJ ŽĨ ŬŶŽǁŶ ĂůŝĨŽƌŶŝĂ ƌĞĚ-ůĞŐŐĞĚ ĨƌŽŐ ůŽĐĂůŝƟĞƐ ǁŝƚŚŝŶ ƚŚĞ ^ĂŶ &ƌĂŶĐŝƐĐŽ ĂLJ ZĞĐŽǀĞƌLJ hŶŝƚ (ZĞĐŽǀĞƌLJ WůĂŶ ĨŽƌ ĂůŝĨŽƌŶŝĂ ƌĞĚ-ůĞŐŐĞĚ &ƌŽŐ - Page 16).
dŚĞƐĞ ƐƉĞĐŝĂů ƐƚĂƚƵƐ ĂŶĚ ƉƌŽƚĞĐƚĞĚ ƐƉĞĐŝĞƐ ĂƐ ǁĞůů ĂƐ ƚŚĞ ŶĂƚƵƌĂů ŚĂďŝƚĂƚƐ ƚŚĞLJ ĚĞƉĞŶĚ ŽŶ ĂƌĞ ƚŚƌĞĂƚĞŶĞĚ ďLJ ƚŚĞ ƚŽǁŶ ŽĨ >ŝǀĞƌŵŽƌĞ ƚŚĂƚ ƐŝƚƐ ũƵƐƚ ϰ ŵŝůĞƐ ĨƌŽŵ ƚŚĞ ZĂŶĐŚ͘ dŚĞ ZĂŶĐŚ ƐŝƚƐ ŽŶ a ǀĞƌLJ ƉŽƉƵůĂƌ commuter corridor between the ƚŽǁŶƐ ŽĨ >ŝǀĞƌŵŽƌĞ ĂŶĚ dƌĂĐLJ͘ dŚĞ >ĂŶĚŽǁŶĞƌƐ ŚĂǀĞ ŽďƐĞƌǀĞĚ ƚŚĂƚ ŽǀĞƌ ƚŚĞ LJĞĂƌƐ WĂƩĞƌƐŽŶ WĂƐƐ ZĚ͘ ŚĂƐ ĐŽŶƟŶƵĞĚ ƚŽ ďĞĐŽŵĞ ŵŽƌĞ ƚƌĂǀĞůĞĚ ĂƐ ƉĞŽƉůĞ ĐŽŵŵƵƚĞ ďĂĐŬ ĂŶĚ ĨŽƌƚŚ ĨŽƌ ǁŽƌŬ ĂŶĚ ĂƩĞŵƉƚ ƚŽ ďĞĂƚ ƚƌĂĸĐ ŽŶ ƚŚĞ ƉŽƉƵůĂƌ ůƚĂŵŽŶƚ WĂƐƐ͘ dŚŝƐ ŝŶĐƌĞĂƐĞ ŝŶ ƉŽƉƵůĂƌŝƚLJ ĐŽƵůĚ ƉŽƚĞŶƟĂůůLJ ůĞĂĚ ƚŽ WĂƩĞƌƐŽŶ WĂƐƐ ZĚ͘ ďĞŝŶŐ ĞǀĞŶƚƵĂůůLJ ƌĞƐƚƌƵĐƚƵƌĞĚ ƚŽ ĂĐĐŽŵŵŽĚĂƚĞ ŵŽƌĞ ƚƌĂĸĐ͕ ĞŶĐŽƵƌĂŐŝŶŐ ŵŽƌĞ ƉĞŽƉůĞ ƚŽ ƚƌĂǀĞů ƚŚŝƐ ƌŽƵƚĞ ĂŶĚ ŽƉĞŶ ƚŚĞ ĂƌĞĂ ƚŽ ƉŽƚĞŶƟĂů ĚĞǀĞůŽƉŵĞŶƚ ŝŶ ƚŚĞ ĨƵƚƵƌĞ͘  ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ƚŚĞ ZĂŶĐŚ wŝůů ĞdžƉĂŶĚ ƚŚĞ ŶĂƚƵƌĂů ŚĂďŝƚĂƚ ĐŽŶƟŶƵŝƚLJ ŽĨ ƚŚĞƐĞ ƐƉĞĐŝĂů ƐƚĂƚƵƐ ƐƉĞĐŝĞƐ͕ ĂƐ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ŝƐ ĐŽŶƟŐƵŽƵƐ ƚŽ ƚŚĞ ŶĞŝŐŚďŽƌŝŶŐ ĂƉƉƌŽdžŝŵĂƚĞůLJ 523.65 нͬ- acre ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚƐ ƚŚĂƚ Ɛŝƚ ŽŶ ŝƚƐ ŶŽƌƚŚĞƌŶ ĂŶĚ ĞĂƐƚĞƌŶ ďŽƵŶĚĂƌŝĞƐ͘ ĚĚŝƟŽŶĂůůLJ͕ ƚŚĞ ZĂŶĐŚ ŝƐ ƐƵƌƌŽƵŶĚĞĚ ďLJ ǁŝŶĚ ĨĂƌŵƐ͘ tŝŶĚ ĨĂƌŵƐ ĂƌĞ ŬŶŽǁŶ ƚŽ ĚŝƐƌƵƉƚ ƚŚĞ ŇŝŐŚƚ ƉĂƚŚƐ ŽĨ ŶĂƟǀĞ ďŝƌĚƐ͘ WƌŽƚĞĐƟŶŐ ƚŚĞ ZĂŶĐŚ wŝůů ƉƌĞǀĞŶƚ ǁŝŶĚ ĨĂƌŵƐ ĨƌŽŵ ďĞŝŶŐ ĚĞǀĞůŽƉĞĚ ĂĚũĂĐĞŶƚ ƚŽ ĞdžŝƐƟŶŐ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚƐ͕ ƚŚĞƌĞďLJ ƉƌĞƐĞƌǀŝŶŐ ƚŚĞ ĐƌŝƟĐĂů ĂŝƌƐƉĂĐĞ ƚŚĂƚ ŶĂƟǀĞ ďŝƌĚƐ ƌĞůLJ ŽŶ͘

2. ^ŝŐŶŝĮĐĂŶƚ Visual and/or Non-ŵŽƚŽƌŝnjĞĚ ZĞĐƌĞĂƟŽŶĂů sĂůƵĞ Sweet Ridge Ranch ŝƐ ŝŶ the ƐĐĞŶŝĐ WĂƩĞƌƐŽŶ WĂƐƐ͘ dŚĞ ďĞĂƵƟĨƵů ƌŽůůŝŶŐ ŚŝůůƐ ĂƌĞ ĂŶ ŝĚĞĂů ƉůĂĐĞ ĨŽƌ ďŝƌĚ ǁĂƚĐŚŝŶŐ ĂŶĚ ƚŚĞ ĚĞĞƉ ǀĂůůĞLJƐ are ĂŶ ŝĚĞĂů ƉůĂĐĞ ĨŽƌ ŚŝŬŝŶŐ ĂŶĚ ƉŽƚĞŶƟĂů ĐĂŵƉŝŶŐ ŽƉƉŽƌƚƵŶŝƟĞƐ ũƵƐƚ ŽƵƚƐŝĚĞ ƚŚĞ ƚŽǁŶƐ ŽĨ >ŝǀĞƌŵŽƌĞ ĂŶĚ dƌĂĐLJ͘ dŚĞ ĞƐƚĂďůŝƐŚŵĞŶƚ ŽĨ ƚŚĞ 160 нͬ- acre ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ǁŝůů ƉƌŽƚĞĐƚ ƚŚĞ ZĂŶĐŚ ĨƌŽŵ ŽƵƚĚŽŽƌ ƌĞĐƌĞĂƟŽŶ ŽƉƉŽƌƚƵŶŝƟĞƐ ƐƵĐŚ ĂƐ ƚŚĞƐĞ͘

EXHIBIT A
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6 3. ^ƚƌĂƚĞŐŝĐ sĂůƵĞ ŝŶ >ĂŶĚ WƌŽƚĞĐƟŽŶ
dŚĞ ƉƌŽƉŽƐĞĚ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ wŝůů ƉƌŽƚĞĐƚ ŝŶ ƉĞƌƉĞƚƵŝƚLJ ƚŚĞ ƌĂŶŐĞůĂŶĚ ƚŚĂƚ ŝƐ ƌĞůŝĞĚ ŚĞĂǀŝůLJ ƵƉŽŶ ďLJ ŵƵůƟƉůĞ ďŝƌĚ ƐƉĞĐŝĞƐ ĂƐ ǁĞůů ĂƐ ƌĞĨƵŐĞ ĨŽƌ ƐƉĞĐŝĞƐ ƐƵĐŚ ĂƐ ƚŚĞ ĂůŝĨŽƌŶŝĂ ƌĞĚ-ůĞŐŐĞĚ ĨƌŽŐ ĂŶĚ ƚŚĞ ĂůŝĨŽƌŶŝĂ ƟŐĞƌ ƐĂůĂŵĂŶĚĞƌ͘ ŽŶƐĞƌǀŝŶŐ ƚŚĞ ZĂŶĐŚ ƉƌŽǀŝĚĞƐ ĂĚĚŝƟŽŶĂů ǀĂůƵĞ ďLJ ĂĚĚŝŶŐ ĂŶŽƚŚĞƌ ϭϲϬ нͬ- ĂĐƌĞƐ ƚŽ ƚŚĞ ĂůƌĞĂĚLJ ĐŽŶƐĞƌǀĞĚ ϱ23.65 нͬ- ĂĐƌĞƐ ŽĨ ĐŽŶƟŐƵŽƵƐ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚƐ ƚŚĂƚ Ɛŝƚ ŽŶ ƚŚĞ ŶŽƌƚŚĞƌŶ ĂŶĚ ĞĂƐƚĞƌŶ ďŽƌĚĞƌƐ ŽĨ ƚŚĞ Ranch (Figure 3). /Ŷ ĂĚĚŝƟŽŶ ƚŽ ďŽƌĚĞƌŝŶŐ ƚǁŽ ĂůƌĞĂĚLJ ĞƐƚĂďůŝƐŚĞĚ ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚƐ͕ ƚŚĞ ZĂŶĐŚ ŝƐ ƐƵƌƌŽƵŶĚĞĚ ďLJ ŽƚŚĞƌ ĐĂƩůĞ ƌĂŶĐŚĞƐ ĂƐ ǁĞůů ĂƐ ŵƵůƟƉůĞ ĂĐƌĞƐ ŽĨ ĚĞƌĞůŝĐƚ ĂŶĚ ŽƉĞƌĂƟŽŶĂů ǁŝŶĚ ĨĂƌŵƐ͘ tŝŶĚ ĨĂƌŵƐ ĂƌĞ ƉŽƉƵůĂƌ ŝŶ ƚŚĞ ĂƌĞĂ ĚƵĞ ƚŽ ƚŚĞ ĂŝƌŇŽǁ ƚŚƌŽƵŐŚ ƚŚĞ ŚŝůůƐ. The Ranch ŝƐ ǁŝƚŚŝŶ ƚŚĞ ůƚĂŵŽŶƚ WĂƐƐ tŝŶĚ ZĞƐŽƵƌĐĞ ƌĞĂ ;WtZͿ ǁŚŝĐŚ ƐƉĂŶƐ ϱϬ͕ϬϬϬ ĂĐƌĞƐ ŽĨ ƌŽůůŝŶŐ ŚŝůůƐ ƚŚĂƚ ŝƐ Ă ĚĞƐŝŐŶĂƚĞĚ njŽŶĞ ĨŽƌ ǁŝŶĚ ĞŶĞƌŐLJ ƉƌŽĚƵĐƟŽŶ͘ dŚĞ WtZ ŚŽƵƐĞƐ ŽǀĞƌ ϲ͕0ϬϬ ƐŵĂůů ǁŝŶĚ ƚƵƌďŝŶĞƐ͕ ŵĂŬŝŶŐ ŝƚ ŽŶĞ ŽĨ ƚŚĞ ůĂƌŐĞƐƚ ǁŝŶĚ ĨĂƌŵƐ ŐůŽďĂůůLJ͘ Due to the Ranch being within ƚŚĞ WtZ͕ ƚŚĞ ƉŽƐƐŝďŝůŝƚLJ ŽĨ ƚŚĞ ůĂŶĚ ďĞŝŶŐ ƉƵƌĐŚĂƐĞĚ and ĚĞǀĞůŽƉĞĚ ŝŶƚŽ Ă ǁŝŶĚ ĨĂƌŵ ŝƐ ƉŽƐƐŝďůĞ. dŚĞ ZĂŶĐŚ ŝƐ ũƵƐƚ ϭ͘ϳ ŵŝůĞƐ ĨƌŽŵ ƚŚĞ ĨŽƌŵĞƌ WĂƩĞƌƐŽŶ WĂƐƐ tŝŶĚ &Ăƌŵ͕ ǁŚŝĐŚ ŚĂƐ ďĞĞŶ ĂƉƉƌŽǀĞĚ ĨŽƌ ƌĞƉŽǁĞƌŝŶŐ͕ ƌĞƉůĂĐŝŶŐ ŽƵƚĚĂƚĞĚ ƚƵƌďŝŶĞƐ ǁŝƚŚ ŵŽĚĞƌŶ͕ ŵŽƌĞ ĞĸĐŝĞŶƚ ŵŽĚĞůƐ͘ ůƚŚŽƵŐŚ ƚŚĞ ƉƌŽũĞĐƚ ǁĂƐ ƐƵƉƉŽƌƚĞĚ ĂŶĚ ĂƉƉƌŽǀĞĚ ĨŽƌ ĐŽŶƐƚƌƵĐƟŽŶ ŝŶ ϮϬϭϰ͕ ŝƚƐ ƉĞƌŵŝƚƐ haǀĞ ƐŝŶĐĞ ĞdžƉŝƌĞĚ ǁŝƚŚ ŶŽ ƉƌŽŐƌĞƐƐ. /Ŷ ĂĚĚŝƟŽŶ ƚŽ ďĞŝŶŐ ĐůŽƐĞ ƚŽ ƚŚĞ WĂƩĞƌƐŽŶ WĂƐƐ tŝŶĚ &Ăƌŵ͕ ƚŚĞ ZĂŶĐŚ ƐŚĂƌĞƐ ŝƚƐ ŶŽƌƚŚĞƌŶŵŽƐƚ ďŽƌĚĞƌ ǁŝƚŚ ƚŚĞ 'ŽůĚĞŶ ,ŝůůƐ tŝŶĚ &Ăƌŵ ĂŶĚ 'ŽůĚĞŶ ,ŝůůƐ EŽƌƚŚ Wind Farm͘ tŚŝůĞ ƚŚĞLJ ĂƌĞ ĐŽŶƐĞƌǀĞĚ͕ ƚŚĞ ǁŝŶĚ ĨĂƌŵƐ ĐŽŵďŝŶĞĚ ŽƉĞƌĂƚĞ ϲϴ ǁŝŶĚ ƚƵƌďŝŶĞƐ͘ hŶĨŽƌƚƵŶĂƚĞůLJ͕ ŝŶ ƚŚĞ ƉĂƐƚ͕ ƚŚĞƌĞ ŚĂƐ ďĞĞŶ Ă ůĂƌŐĞ͕ ĚŽĐƵŵĞŶƚĞĚ ŶƵŵďĞƌ ŽĨ 'ŽůĚĞŶ ĂŐůĞ ĚĞĂƚŚƐ
ĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ ƚŚĞ ǁŝŶĚ ƚƵƌďŝŶĞƐ within the APWRA͘ ƵĞ ƚŽ ƚŚŝƐ͕ ƚŚĞƌĞ ŚĂǀĞ ďĞĞŶ ĐŚĂŶŐĞƐ made to wind ĨĂƌŵƐ ƚŽ ƉƌŽƚĞĐƚ ƚŚĞ ďŝƌĚ ƉŽƉƵůĂƟŽŶƐ͘ WƌĞƐĞƌǀŝŶŐ ĂŶĚ ĞdžƉĂŶĚŝŶŐ ƚƵƌďŝŶĞ-ĨƌĞĞ ĂƌĞĂƐ ǁŝƚŚŝŶ ƚŚĞ ůĂŶĚƐĐĂƉĞ ŐƌĞĂƚůLJ ĞŶŚĂŶĐĞƐ ƐĂĨĞ ŇŝŐŚƚ ĐŽƌƌŝĚŽƌƐ ĨŽƌ ďŝƌĚƐ ĂŶĚ͕ ŵŽƌĞ ŝŵƉŽƌƚĂŶƚůLJ͕ ƵŶĚĞƌƐĐŽƌĞƐ ƚŚĞ ŶĞĞĚ ĨŽƌ ƉƌŽƚĞĐƚĞĚ ŇLJǁĂLJƐ ƚŚƌŽƵŐŚ ƚŚĞ ŝĂďůŽ ZĂŶŐĞ͕ ƉĂƌƟĐƵůĂƌůLJ ĨŽƌ ƐƉĞĐŝĞƐ ƚŚĂƚ ƌĞůLJ ŽŶ ƚŚĞ ƌĂŶŐĞůĂŶĚƐ ƐŽƵƚŚ ŽĨ ůƚĂŵŽŶƚ WĂƐƐ ĨŽƌ ŚƵŶƟŶŐ ĂŶĚ ĨŽƌĂŐŝŶŐ͘ ĚĚŝƟŽŶĂůůLJ͕ ƚŚĞ ZĂŶĐŚ ŝƐ ŚŽŵĞ ƚŽ ƐƉĞĐŝĂů-ƐƚĂƚƵƐ ƐƉĞĐŝĞƐ ƚŚĂƚ ǁŽƵůĚ ďĞŶĞĮƚ ĨƌŽŵ ĐŽŶƐĞƌǀŝŶŐ an ĂĚĚŝƟŽŶĂů ϭϲϬ ĂĐƌĞƐ͕ ĞīĞĐƟǀĞůLJ ĐƌĞĂƟŶŐ Ă ĐŽŶƟŶƵŽƵƐ ĐŽƌƌŝĚŽƌ ŽĨ ƉƌŽƚĞĐƚĞĚ ůĂŶĚ ƐƉĂŶŶŝŶŐ ϭ͘ϱ ƐƋƵĂƌĞ ŵŝůĞƐ.

4. ĚĚŝƟŽŶĂů &ƵŶĚŝŶŐ ^ŽƵƌĐĞƐ
ƚ ƚŚŝƐ ƟŵĞ͕ ŶŽ ĂĚĚŝƟŽŶĂů ĨƵŶĚƐ ŚĂǀĞ ďĞĞŶ ƐĞĐƵƌĞĚ ĨŽƌ ƚŚĞ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ ƉƌŽũĞĐƚ͘ tĞ ĂƌĞ ƐĞĞŬŝŶŐ ĨƵůů ĨƵŶĚŝŶŐ ƚŚƌŽƵŐŚ ƚŚĞ >K^ ŐƌĂŶƚ͖ ŚŽǁĞǀĞƌ͕ ŝĨ ĨƵůů ĨƵŶĚŝŶŐ ŝƐ ŶŽƚ ĂǁĂƌĚĞĚ͕ ǁĞ ǁŝůů ĞdžƉůŽƌĞ ŽƚŚĞƌ ŐƌĂŶƚ ŽƉƉŽƌƚƵŶŝƟĞƐ ƐƵĐŚ ĂƐ K-SALC ƚŽ ĐŽŵƉůĞƚĞ ƚŚĞ ƉƌŽũĞĐƚ.

5. Willing Sellers

EXHIBIT A
488
7 The >ĂŶĚŽǁŶĞƌƐ͕ ŚĂƌůĞƐ ĂŶĚ DŝĐŚĞůůĞ ^ǁĞĞƚ͕ ƐƵƉƉŽƌƚ ƚŚĞ ƉƌŽũĞĐƚ ĂŶĚ ĂƌĞ ǁŝůůŝŶŐ ƚŽ ƐĞůů Ă ĐŽŶƐĞƌǀĂƟŽŶ ĞĂƐĞŵĞŶƚ ŽŶ the 160-ĂĐƌĞ ^ǁĞĞƚ ZŝĚŐĞ ZĂŶĐŚ͘  ůĞƩĞƌ ƚŽ ƐƵƉƉŽƌƚ ƚŚŝƐ ŚĂƐ ďĞĞŶ ƉƌŽǀŝĚĞĚ ďLJ ŚĂƌůĞƐ ĂŶĚ DŝĐŚĞůůĞ ĂŶĚ ŚĂƐ ďĞĞŶ ŝŶĐůƵĚĞĚ ŝŶ ƚŚĞ ĂƉƉĞŶĚŝĐĞƐ ƐĞĐƟŽŶ ŽĨ ƚŚĞ >K^& ŐƌĂŶƚ ĂƉƉůŝĐĂƟŽŶ ĂƐ Appendix C.

6. ŽŶƐĞƌǀĂƟŽŶ
ĂƐĞŵĞŶƚ DĂŶĂŐĞŵĞŶƚ & Monitoring
/Ĩ ŶĞĐĞƐƐĂƌLJ͕ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ǁŝůů ǁŽƌŬ ǁŝƚŚ ƚŚĞ ůĂŶĚŽǁŶĞƌ ƚŽ ĚĞǀĞůŽƉ Ă ŵĂŶĂŐĞŵĞŶƚ ƉůĂŶ ƚŚĂƚ ĂĚĚƌĞƐƐĞƐ ƚŚĞ ďĞƐƚ ŐƌĂnjŝŶŐ ĂŶĚ ŵĂŶĂŐĞŵĞŶƚ ƉƌĂĐƟĐĞƐ ƚŽ ŵĂŝŶƚĂŝŶ ďŽƚŚ ƚŚĞ ĂŐƌŝĐƵůƚƵƌĂů ǀŝĂďŝůŝƚLJ ĂƐ ǁĞůů ĂƐ ƚŚĞ ĐŽŶƟŶƵĞĚ ŚĂďŝƚĂƚ ĐŽŶĚŝƟŽŶƐ ĨŽƌ ƚŚĞ ƚŚƌĞĂƚĞŶĞĚ ƐƉĞĐŝĞƐ͘ Zd ŵŽŶŝƚŽƌƐ ƉƌŽũĞĐƚƐ ŽŶ ĂŶ ĂŶŶƵĂů ďĂƐŝƐ ;ƵŶůĞƐƐ ŽƚŚĞƌǁŝƐĞ ƌĞƋƵŝƌĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ĞĂƐĞŵĞŶƚ ƚĞƌŵƐͿ ĂŶĚ ĞŶĨŽƌĐĞƐ ĞĂƐĞŵĞŶƚ ƚĞƌŵƐ ƐŚŽƵůĚ ĂŶLJ ǀŝŽůĂƟŽŶ ŽĐĐƵƌ͘ dŽ ĚĂƚĞ͕ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ŚŽůĚƐ ϵ8 ĞĂƐĞŵĞŶƚƐ ĐŽǀĞƌŝŶŐ ŽǀĞƌ ϰϮϬ͕ϬϬϬ ĂĐƌĞƐ ŽĨ ƉƌŝǀĂƚĞ ƌĂŶŐĞůĂŶĚ ĂĐƌŽƐƐ ĂůŝĨŽƌŶŝĂ͘ ZĂŶŐĞůĂŶĚ dƌƵƐƚ͛Ɛ ŵŽŶŝƚŽƌŝŶŐ ŐĞŶĞƌĂůůLJ ĨĂůůƐ ǁŝƚŚŝŶ ƚŚĞ ĨŽůůŽǁŝŶŐ ĨƌĂŵĞǁŽƌŬ͗ a) ZĂŶŐĞůĂŶĚ dƌƵƐƚ ĂŶŶƵĂůůLJ ŵŽŶŝƚŽƌƐ Ăůů ŝƚƐ ĞĂƐĞŵĞŶƚƐ ĂŶĚ ƉƌŽǀŝĚĞƐ ƌĞƉŽƌƚƐ ƚŽ ƉƌŽũĞĐƚ ƐƉĞĐŝĮĐ ĨƵŶĚŝŶŐ ĂŐĞŶĐŝĞƐ
b) WƌŝŽƌ ƚŽ ĂŶ ĞĂƐĞŵĞŶƚ ƉƵƌĐŚĂƐĞ͕ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ĚĞƚĞƌŵŝŶĞƐ ƚŚĞ ĂŶŶƵĂů ŵŽŶŝƚŽƌŝŶŐ ĐŽƐƚ ǁŚŝĐŚ ŝƐ ĨĂĐƚŽƌĞĚ ŝŶƚŽ Ă ƐƚĞǁĂƌĚƐŚŝƉ ĞŶĚŽǁŵĞŶƚ ǀĂůƵĞ͘ dŚĞ ƐƚĞǁĂƌĚƐŚŝƉ ĞŶĚŽǁŵĞŶƚ ŝƐ ŝŶǀĞƐƚĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ZĂŶŐĞůĂŶĚ dƌƵƐƚ͛Ɛ ŝŶǀĞƐƚŵĞŶƚ ƉŽůŝĐLJ ƚŽ ŐĞŶĞƌĂƚĞ ƐƵĸĐŝĞŶƚ aŶŶƵĂů ŝŶƚĞƌĞƐƚ ƚŽ ĐŽǀĞƌ ƚŚĞ ŵŽŶŝƚŽƌŝŶŐ ĐŽƐƚƐ͘
c)  ĐŽŶƚƌŝďƵƟŽŶ ƚŽ ĂŶ
ĂƐĞŵĞŶƚ ĞĨĞŶƐĞ &ƵŶĚ ŝƐ ƌĞƋƵŝƌĞĚ Ăƚ ĐůŽƐŝŶŐ ƚŽ ƉƌŽǀŝĚĞ Ă ƌĞƐĞƌǀĞ ŝŶ ƚŚĞ ĐĂƐĞ ŽĨ ǀŝŽůĂƟŽŶ͘
d) ZĂŶŐĞůĂŶĚ dƌƵƐƚ ŵĂŝŶƚĂŝŶƐ ĂŶ ĞĂƐĞŵĞŶƚ ĚĞĨĞŶƐĞ ŝŶƐƵƌĂŶĐĞ ƚŚƌŽƵŐŚ dĞƌƌĂ &ŝƌŵĂ͘ e)
ĂƐĞŵĞŶƚ ŵŽŶŝƚŽƌŝŶŐ͕ ĂƐ ĚĞƐĐƌŝďĞĚ ŝŶ ZĂŶŐĞůĂŶĚ dƌƵƐƚ͛Ɛ ƐƚĞǁĂƌĚƐŚŝƉ ĂŶĚ ŵŽŶŝƚŽƌŝŶŐ ƉŽůŝĐŝĞƐ͕ ŝŶĐůƵĚĞƐ ĂƐƐĞƐƐŝŶŐ ĐŚĂŶŐĞƐ ƚŽ ƚŚĞ ĞĂƐĞŵĞŶƚ ĂƌĞĂ ƐƵĐŚ ĂƐ ƚŚĞ ĐŽŶƐƚƌƵĐƟŽŶ ŽĨ ĂŶ ƵŶĂƵƚŚŽƌŝnjĞĚ ƐƚƌƵĐƚƵƌĞƐ͕ ŝŵƉƌŽƉĞƌ ŐƌĂnjŝŶŐ ƉƌĂĐƟĐĞƐ͕ ĂŶĚ ǁĂƚĞƌ ƌĞƐŽƵƌĐĞ ĂůůŽĐĂƟŽŶ miƐƵƐĞ͘
ZĂŶŐĞůĂŶĚ dƌƵƐƚ ĐƵƌƌĞŶƚůLJ ĞŵƉůŽLJƐ ƚǁŽ ĞŵƉůŽLJĞĞƐ ƌĞƐƉŽŶƐŝďůĞ ĨŽƌ ƐƚĞǁĂƌĚƐŚŝƉ ŵŽŶŝƚŽƌŝŶŐ͘ tŚĞŶ ŶĞĐĞƐƐĂƌLJ͕ ZĂŶŐĞůĂŶĚ dƌƵƐƚ ƉĂƌƚŶĞƌƐ ǁŝƚŚ ƐĞǀĞƌĂů ĐŽŶƐƵůƚĂŶƚƐ ǁŝƚŚ ƐƉĞĐŝĂů ĞdžƉĞƌƟƐĞ ƚŽ ŝŵƉůĞŵĞŶƚ ƚŚĞ ŵŽŶŝƚŽƌŝŶŐ ƉƌŽŐƌĂŵ͕ ŝŶĐůƵĚŝŶŐ Ă ĞƌƟĮĞĚ ZĂŶŐĞůĂŶĚ DĂŶĂŐĞƌ ;RM). In ĂĚĚŝƟŽŶ͕ ŽŶĞ ŵĞŵďĞƌ ŽĨ ƚŚĞ ŽĂƌĚ ŽĨ ŝƌĞĐƚŽƌƐ and ZĂŶŐĞůĂŶĚ dƌƵƐƚ͛Ɛ ^ƚĞǁĂƌĚƐŚŝƉ Manager ŚŽůĚ Ă ZD ĐĞƌƟĮĐĂƟŽŶ. dŚĞLJ ĂƐƐŝƐƚ ŝŶ ƚŚĞ ĐŽŽƌĚŝŶĂƟŽŶ ŽĨ ƐŝƚĞ ǀŝƐŝƚƐ ĂŶĚ ƌĞǀŝĞǁ ŵŽŶŝƚŽƌŝŶŐ ƌĞƉŽƌƚƐ ĨŽƌ ĂĐĐƵƌĂĐLJ͘ ZĂŶŐĞůĂŶĚ dƌƵƐƚ͛Ɛ ^ƚĞǁĂƌĚƐŚŝƉ ĂŶĚ DŽŶŝƚŽƌŝng ŚĞĐŬůŝƐƚ ŝƐ ŝŶĐůƵĚĞĚ ŝŶ ƚŚŝƐ ĂƉƉůŝĐĂƟŽŶ ƉĂĐŬĂŐĞ ĂƐ Appendix D.
ĚĚŝƟŽŶĂůůLJ͕ Ă ĐŽƉLJ ŽĨ Zd͛Ɛ ƐƚĂŶĚĂƌĚ ŐƌŝĐƵůƚƵƌĂů ŽŶƐĞƌǀĂƟŽŶ ĂƐĞŵĞŶƚ ĂŐƌĞĞŵĞŶƚ ĐĂŶ ďĞ
ĨŽƵŶĚ ŝŶ ƚŚĞ ĂƉƉĞŶĚŝĐĞƐ ƐĞĐƟŽŶ ĂƐ Appendix E.

EXHIBIT A
489
CE Type: Escrow Close Date: 0-Jan-00
Estimated CE Value1
: ($1,200.00/acre) Book Close Date: 0-Jan-00
Appraised CE Value: ($3,723.57/acre)
(1) Estimated CE Value:

As of: 05/30/25
Income
$ -
$ -
Total Project Income - $ - $
Expenses
Itemized
Costs
Itemized
Costs
Stewardship Endowment $ 62,100.00
Easement Defense $ 10,000.00
Transaction Fee $ 35,000.00
Conservation Services Costs:

Application Fee 500.00 $ - $
Appraisal* 10,000.00 $ 5,500.00 $
Baseline Report* 10,000.00 $ - $
CRT Legal* 15,000.00 $ - $
CRT Staff Time 20,000.00 $ 4,635.00 $
Phase I Assessment* 5,500.00 $ - $
Mapping 700.00 $ - $
Project Sign* - $ - $ Estimate: 24"x36" one-sided
Title & Escrow Costs $ 6,500.00 $ -
Management Plan (if required)* $ - $ -
Mineral Remoteness (if required)* $ 2,000.00 $ -
A-133 Federal Audit (if required) $ 1,500.00 $ -
Post-Closing Costs $ 7,500.00 $ -
Property survey (if required)* $ 3,000.00 $ -
Travel & Misc. Expenses* $ 200.00 $ -
Subtotal Transaction Costs $ 82,400.00 $ 10,135.00
CRT Administration $ 10,968.00 $ 1,320.00
Total Transaction Costs $ 93,368.00 $ 11,455.00
Total Project Expenses $ 200,468.00 $ 11,455.00
Balance $ (200,468.00) $ (11,455.00)
2022 Trends in Agricultural Land & Lease Values California & Nevada, California Chapter, American Society of Farm Managers & Rural Appraisers: High range of $/acre value for pasture or rangeland in Alameda County at an estimated 40% Conservation Easement Value.

Note: CRT administration is calculated as a percent of * identified transaction costs.

Estimate
Estimate (paid in escrow)
Estimate

24.00% of transaction costs identified by *
n/a
Estimate
Actual- if required by Federal Funds- add to Itemized
CRT Staff Time
Estimate, updated following Baseline Report (paid in escrow) Greater of 0.5% of easement value or $10,000 (paid in escrow) Greater of 2.0% of easement value or $35,000 (paid in escrow) Edwards, Lein & Toso Inc.

Estimate
Estimate
Estimate
Estimate
Covers post-closing tasks, balance refunded to landowner Purchase
$ -
$ 590,000.00 PROJECT BUDGET
DRAFT
158.45 Acres
Sweet Ridge Ranch
Budget Actual To Date Justification/Comments
DRAFT 1225 H Street Sacramento, California 95814-1910 Telephone 916.444.2096 Facsimile 916.329.3488 www.rangelandtrust.org Table 1. Sweet Ridge Ranch Project Budget Worksheet

EXHIBIT A
490
Sweet Ridge Ranch 21-Jun-21
158.45 Acres Revision #1: mm/dd/yy
STEWARDSHIP ENDOWMENT Revision #2: mm/dd/yy
CONFIDENTIAL Revision #3: mm/dd/yy
DRAFT Final: mm/dd/yy
Calendar: 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Total Average $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 540.00 $ 5,400.00 $ 540.00 $ 180.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 990.00 $ 99.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 900.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 90.00 $ 900.00 $ 90.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 225.00 $ 2,250.00 $ 225.00 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
$ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 200.00 $ 20.00 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
$ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 113.97 $ 1,139.70 $ 113.97 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 18.00 $ 180.00 $ 18.00 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 300.00 $ 300.00 $ 30.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 1,500.00 $ 150.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 500.00 $ 50.00 $ 1,476.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,386.97 $ 1,686.97 $ 14,259.70 $ 1,425.97 Contingency Costs 10.00% $ 147.70 $ 138.70 $ 138.70 $ 138.70 $ 138.70 $ 138.70 $ 138.70 $ 138.70 $ 138.70 $ 168.70 $ 1,425.97 $ 142.60 $ 1,624.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,525.67 $ 1,855.67 $ 15,685.67 $ 1,568.57 General & Administrative Costs 24.00% $ 389.92 $ 366.16 $ 366.16 $ 366.16 $ 366.16 $ 366.16 $ 366.16 $ 366.16 $ 366.16 $ 445.36 $ 3,764.56 $ 376.46 $ 2,014.59 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 1,891.83 $ 2,301.03 $ 19,450.23 $ 1,945.02 Endowment 3.50% 55,572.09 $
$ 5,798.24
$ 29.67
$ 61,400.00
Hrs Prep Hrs Site Visit Hrs RT Travel Break Hrs Total Hrs $/Hr Total $

1.00 2.00 3.00 0.00 6.00 $ 90.00 $ 540.00
1 $/Hr Overtime: $ 135.00 $ Break Period: 15 minutes - Every: 2 hours Yr 1 Hrs Yrs 2+ Hrs $/Hr Total $ Yr 1 Total $ Yrs 2+

2.00 1.00 $ 90.00 $ 180.00 $ 90.00
00 1 $/Hr Total $
1 Page Report Public Summary Full Report

0.50 2.00 1.00 $ 90.00 $ 90.00
Hrs $/Hr

1.00 $ 90.00 $ 90.00
Hrs Mgmt $/Hr Total $

1.00 $ 225.00 $ 225.00
Yr 1: $0.00 Yr 2: $0.00 Yr 3: $0.00 Yr 4: $0.00 Yr 5: $0.00 10-Yr Total $ Yr 6: $0.00 Yr 7: $0.00 Yr 8: $0.00 Yr 9: $0.00 Yr 10: $0.00 $ - Visit Yr 1 Visit Yrs 2+ Total $ Yr 1 Total $ Yrs 2+
$ 20.00 $ 20.00 $ 20.00 $ 20.00
Total $
$ -
RT Miles $/Mile Total $
174 $ 0.655 $ 113.97
Quantity: 01000 Total $
GSA Region $/Breakfast $/Lunch $/Dinner $/Incidental $/Day Lodging $ 18.00 Alameda $ 17.00 $ 18.00 $ 34.00 $ 5.00 $ 215.46
Total $
$ 300.00
$ 150.00
$ 50.00
Endowment (3.50%) The endowment is calculated on the amount that an investment will yield to produce interest equal to the average cost of annual monitoring over 10 years, net of inflation (6.8% return - 3.3% inflation = 3.5%).

Three Years Start Up This is payment in advance for the first three years of monitoring to give the endowment a chance to generate a full year's income in these years where recent historical returns have been well below the anticipated 6.8% future return rate.

Terrafirma The annual project premium to keep a project enrolled in the risk pool = $50.

Administrative Costs (24.00%) The nationwide standard recommended by Center for Natural Lands Management under their system known as Property Analysis Record (PAR) is to calculate administrative costs at 24% of the annual total cost including the contingency.

Contingency Costs (10.00%) This includes occasional deployment of specialized expertise and other unforeseen expenses to occur approximately once every 10 – 20 years.

Mileage Round trip (RT) mileage from CRT office to the site at the federal 2020 IRS mileage rate (https://www.irs.gov/newsroom/irs-issues-standard-mileage-rates-for-2020).

Travel Expenses
Regional per diem (PD) components from the federal 2020 GSA PD rates for California (https://www.gsa.gov/travel/plan-book/per-diem-rates). Lodging includes hotel tax.

Meal PD includes tip. Incidental = fees & tips given to porters, baggage carriers and hotel staff.

Insurance Costs The variable cost to add a property to our insurance policy = $150 per project. 24"x36" one-sided
Size, Type & Base Replace Project Sign ImageLOC sign; choose size, single or double sided & with or without powder coated aluminum alloy base (10-yr warranty).

Office Supplies, Printing None, electronic submission of annual monitoring report to landowner and agencies and electronic storage of report at CRT in cloud on Landscape and on server.

Labor - Management & Review Time & rate to manage project & review stewardship monitoring and funding agency reports. Time for annual stewardship allocation & audit.

Labor - Funding Agency Report Preparation
Hours:

Summary Report with Biology

4.00 Labor - Communications & Administration Time & rate for emails, letters, archiving, filing, etc.

Labor - Subcontracted Specialty Labor
(change gray highlighted cells)
Time & rate for annual site visit, including 1.00 hour for site visit preparation, 2.00 hours for the site visit, 3.00 hours for round-trip (RT) travel and 0.00 hours for break periods during driving. # Trips/Yr:

Time & rate to prepare funding agency reports. No agency reports if CE is a donation. Choose the type(s) of agency report; NRCS & DOC = 1 page summary report, Pre-2008 WCB = public summary, Lazy K = summary with biology, Post-2008 WCB = complete monitoring report.

Field Materials Two iPads & power bank ($8/year assuming 3-year lifespan), camera and GPS unit as backup, photo location markers, note cards and pads, maps, etc.

Quantity: 0
Labor – Site Visit
Three Year Start-up

TOTAL ENDOWMENT
Budget Assumptions and Explanation:

Round Up to Nearest $100
Original:

Total Costs
Contingency Costs
Replace Project Sign
Labor - Subcontractor
Labor - Management & Review
Labor - Communication & Administration
Subtotal Monitoring Costs with Contingency
Administrative Costs
Note: The travel expense default for a site visit that lasts less than one day is 1 lunch. The budget automatically calculates driving break periods as well as overtime when the duration of the site visit (including the site visit, round-trip diving and driving break times) exceeds 8 hours.

When overtime labor exceeds the cost of an overnight stay, the budget automatically calculates an overnight stay (meals and lodging) and no overtime hours.

Explain scope &
frequency:

Subtotal Annual Monitoring Costs
Annual Monitoring Costs
Labor - Site Visit
Labor - CRT Stewardship Report Preparation
Labor - Funding Agency Report Preparation
Field Materials
Office Supplies, Printing
Mileage
Travel Expenses
Insurance - General Liability
Insurance - Terrafirma
Labor – CRT Stewardship Monitoring Report
Preparation Time & rate to prepare annual stewardship monitoring report.

CONFIDENTIAL
Table 2. Stewardship Endowment Fund Budget Worksheet

EXHIBIT A
491

APPENDIX A
Map Figures

EXHIBIT A
492
493
494
495
496
497

APPENDIX B
Representative Site Photographs

EXHIBIT A
498
Entrance to Ranch from Patterson Pass Rd.

View of building envelope from top of hill and view of water holding tank

EXHIBIT A
499
Example of water trough
View of ranch and Golden Hills in background

EXHIBIT A
500
Road through the Ranch
View looking towards Patterson Pass Rd.

EXHIBIT A
501

APPENDIX C
Willing Seller Letter

EXHIBIT A
502
503
504

APPENDIX D
CRT Stewardship and Monitoring Checklist

EXHIBIT A
505

COMPLIANCE MONITORING CHECKLIST
General Information
Easement Name : ___________________
Easement Recording Date: ____________________
Total Acreage: ___________
Monitor Names and Qualifications: ____________________________ ____________________________

List all participants in the monitoring visit
All participants MUST sign the monitoring
verification form at the end of the report.

List purpose of monitoring visit (i.e., annual
monitoring visit or special monitoring visit)
List date and start time
List date and completion time
Monitoring method (e.g. driving tour)
Describe weather conditions during the monitoring
visit
Describe precipitation amounts and frequency for
the preceding season
Describe distribution cycle of precipitation
Indicate whether rainfall considered “normal” by
landowner

EXHIBIT A
506
Did you observe any climatic factors, wildlife
factors, fire cycles or other natural forces that had
an impact on the plant communities?
Describe
Did you observe any changes in conditions from
last year’s monitoring or baseline condition?
Please describe the agricultural productivity of the
Ranch.

Did you observe any changes in conditions from
last year’s monitoring or baseline condition?
Have there been any significant changes to
stocking rate or grazing management since the
last monitoring visit?
Please describe the natural plant communities of
the Ranch.

Did you observe any changes in conditions from
last year’s monitoring or baseline condition?
Please describe the wildlife habitat of the ranch.

Did you observe any changes in conditions from
last year’s monitoring or baseline condition?
Describe any conditions of the ranch that have
changed since the previous visit.

EXHIBIT A
507
Describe any work been done in coordination with
NRCS or Co-op Extension.
$OO 3KRWR 3RLQWV 9LVLWHG <1 ([SODLQ LI DQ\ PLVVHG.

Any suggestions for next year’s monitoring?
Confirm landowner contact info:

Condition of easement sign. Take photo:

EXHIBIT A
508
Annual Site Review Examining Terms of Easement
Agua Fria Ranch Conservation Values: livestock grazing and other permitted agricultural values; areas of high native plant species diversity; natural communities including montane riparian, streams, natural habitats that adjoin creeks, irrigation water conveyances and other wetlands; and open space and scenic values from working landscapes.

Monitoring Condition Details
Explain all responses. All negative
responses should include an explanation of
discussion with landowner regarding
corrective action.

Observations of any unseasonable watering, use of
fertilizers, pesticides, biocides, herbicides or other
agricultural chemicals, weed abatement activities,
incompatible fire protection activities, or any other
activity or use that may impair or interfere with the
purposes of the Conservation Easement?
Prohibited.
[Easement ¶3(a)]
Observation of any off-road vehicles and use of any
other motorized vehicles except on existing
roadways and as specifically provided in the
Management Plan. Prohibited.
[Easement ¶3(b)]
Observation of any Agricultural activity of any kind
except for vegetation management as specifically
provided in the Management Plan. Prohibited.
[Easement ¶3(c)]
Observation of any recreational activities, including,
but not limited to, horseback riding, biking, hunting
or fishing, except for personal, non-commercial
recreational activities of the Grantor that are
consistent with the purposes of the Conservation
Easement and the recreational activities specifically
provided for in the Management Plan. Prohibited.
[Easement ¶3(d)]
Observation of commercial, industrial, residential,
or institutional uses except for grazing as
specifically provided in the Management Plan.

Prohibited.
[Easement ¶3(e)]
Observation or knowledge of any legal or de facto
division, subdivision or partitioning of the Preserve.

Prohibited.
[Easement ¶3(f)]
Observation of any construction, reconstruction,
erecting or placement of any building, billboard or

EXHIBIT A
509
sign, or any other structural or improvement of any
kind except as specifically provided in the
Management Plan. Prohibited.
[Easement ¶3(g)]
Observation of any depositing or accumulation of
soil, trash, ashes, refuse, waste, bio-solids or any
other materials. Prohibited.
[Easement ¶3(h)]
Observation of any planting, introduction or
dispersal of non-native or exotic plant or animal
species? Not permitted except as otherwise
specifically provided in the Management Plan.

Prohibited.
[Easement ¶3(i)]
Observation of any filling, dumping, excavating,
draining, dredging, mining, drilling, removing or
exploring for or extracting minerals, loam, soil,
sand, gravel, rock or other material on or below the
surface of the Preserve, or granting or authorizing
surface entry for any of these purposes. Prohibited.
[Easement ¶3(j)]
Observation of altering the surface or general
topography of the Preserve, including but not
limited to any alterations to habitat, building roads
or trails, paving or otherwise covering the Preserve
with concrete, asphalt or any other impervious
material except for those habitat management
activities specified in the Development Plan or
Management Plan. Prohibited.
[Easement ¶3(k)]
Observation of the removal, destruction, or cutting
of trees, shrubs or other vegetation, except as
required by law for (i) fire breaks, (ii) maintenance
of existing foot trails or roads, or (iii) prevention or treatment of disease; and except as specifically
provided in the Management Plan. Prohibited.
[Easement ¶3(l)]
Observation of manipulating, impounding or
altering any natural water course, body of water or
water circulation on the Preserve, and any activities
or uses detrimental to water quality, including but
not limited to degradation or pollution of any
surface or sub-surface water, except as specifically
provided in the Management Plan. Prohibited.
[Easement ¶3(m)]
Observation or knowledge of the transferring,
encumbering, selling, leasing, or otherwise
separating the mineral, air or water rights for the
Preserve; changing the place or purpose of use of
the water rights; abandoning or allowing the

EXHIBIT A
510
abandonment of, by action or inaction, any water or
water rights, ditch or ditch rights, spring rights,
reservoir or storage rights, wells, ground water
rights, or other rights in and to the use of water
historically used on or otherwise appurtenant to the
Preserve. Prohibited.
[Easement ¶3(n)]
Observation of any use or activity that may violate,
or may fail to comply with, relevant federal, state, or local laws, regulations, or policies applicable to
Grantor, the Preserve, or the use or activity in
question. Prohibited.
[Easement ¶3(o)]
Has any rodenticide been applied to the Property?
Prohibited.
[Management Plan ¶I(B.)]
Has the Property been completely enclosed with
fencing and gates?
Note: Property shall be fenced and gated within 6
months after recording the Conservation
Easement.
[Management Plan ¶III(B.)]
Is the grass height within the Property below 6
inches in height?
Note: herbaceous ground cover greater than 6
inches in height shall not be allowed to exceed
50% of the total herbaceous ground cover.
[Management Plan ¶IV (C)]
Does 3 to 5 inches of litter and residual dead plant
stubble height (the equivalent of 300-400 pounds
RDM) remain on the Property prior to the winter
rainy season?
[Management Plan ¶IV (C.1)]
Have metal conservation preserve signs attached
upon metal posts been centrally located along the
fence of the four primary boundary lines to identify
the Property as a "Wildlife Habitat Management
Conservation Preserve"?
Signs will also prohibit shooting, hunting, trapping,
and the use of rodenticides.
[Management Plan ¶IV(C.5)]
Have the Property boundaries been surveyed and
demarcated with permanent signs mounted upon
metal posts?
[Management Plan ¶IV(C.5)]

EXHIBIT A
511

APPENDIX E
CRT Conservation Easement Template

EXHIBIT A
512

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
1 Recording requested by
and when recorded mail to:

CALIFORNIA RANGELAND TRUST
3900 Lennane Drive, Suite 210
Sacramento, CA 95834
Note: California Rangeland Trust’s Easement
Template is not a one size fits all document.

Certain terms are negotiable. We strongly
encourage open dialogue on all Easement terms as
well as recommend you to seek legal counsel early
in the Easement drafting process.

Space above this line for Recorder’s use.

APNs:

DEED OF AGRICULTURAL CONSERVATION EASEMENT

AND VOLUNTARY AGREEMENT CREATING ENFORCEABLE RESTRICTIONS

IN PERPETUITY
This Deed of Agricultural Conservation Easement and Voluntary Agreement Creating Enforceable Restrictions in Perpetuity (“Easement”) is granted as of the Effective Date (as defined in Section 43 hereof) by _______________________________ (“Landowner”), to the CALIFORNIA RANGELAND TRUST, a California nonprofit public benefit corporation (“Rangeland Trust”). Landowner and Rangeland Trust are each referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
Recitals
A. Landowner is the sole owner in fee simple of certain real property consisting of approximately __________ acres, located in _______________ County, California, as further described in Exhibit A attached hereto and incorporated herein by reference (“Easement Area”) and depicted in Exhibit B attached hereto and incorporated herein by reference (“Easement Area Map”). Landowner desires to grant a conservation easement over the Easement Area.

B. Rangeland Trust is a “qualified conservation organization” as defined by Section 170(h)(3) the Internal Revenue Code and is eligible to hold this Easement pursuant to Section 815.3 of the California Civil Code. As certified by resolution of its governing body, Rangeland Trust accepts the responsibility of monitoring and enforcing the terms of this Easement and upholding the Conservation Purposes (as defined in Section 1 hereof). Rangeland Trust is accredited by the Land Trust Accreditation Commission.

C. The Easement Area consists of [general description of property to follow.

Articulate conservation values].

D. Landowner desires to convey for valuable consideration [Donated easement: make a charitable gift of] the Easement to Rangeland Trust to assure that the rangeland environment, agricultural productivity, open space created by working landscapes, the plant, [fish], and wildlife

EXHIBIT A
513

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
2 habitat and watersheds will be conserved and sustained forever through managed grazing and as otherwise provided herein (referred to herein as the “Conservation Values”), and that uses of the land that are inconsistent with these Conservation Values will be prevented or corrected.

E. The grant of this Easement will further the policy purposes of the following clearly delineated governmental conservation policies [Review Note: Confirm which paragraphs are applicable to the specific project and add recitals required by relevant funding source.]:

Section 815 of the California Civil Code, in which the California Legislature has declared: (1) that “the preservation of land in its natural, scenic, agricultural, historical, forested, or open-space condition is among the most important environmental assets of California”; and (2) that it is “in the public interest of this state to encourage the voluntary conveyance of conservation easements to qualified nonprofit organizations”;
Section 821 of the California Food and Agriculture Code, which states that one of the major principles of the State’s agricultural policy is “to sustain the long-term productivity of the State’s farms by conserving and protecting the soil, water, and air, which are agriculture’s basic resources”;
Section 51220 of the California Government Code, in which the California Legislature has declared that “in a rapidly urbanizing society agricultural lands have a definite public value as open space, and the preservation in agricultural production of such lands . . . constitutes an important physical, social, esthetic and economic asset to existing or pending urban or metropolitan developments”; and [Review Note: The following recital must be confirmed in each transaction.] The ________ County General Plan, as amended in ____, which includes as one of its goals to protect all viable farmlands designated as prime, of statewide importance, unique, or of local importance from conversion to and encroachment of nonagricultural uses.

F. All holders of liens or other encumbrances upon the Easement Area, except the holders of the approved encumbrances listed in Exhibit C attached hereto an incorporated herein by reference, have agreed to subordinate their interests in the Easement Area to this Easement and to refrain forever from any action that would be inconsistent with its Conservation Purposes (as defined in Section 1 hereof).

G. [Review note: Insert mineral language if required.] [The probability that any third party holder of mineral rights in the Easement Area will extract or remove minerals from the Easement Area by surface mining has been determined by a qualified professional geologist to be so remote as to be negligible, as set forth in a report dated __________________, by _______________________, State of California Registered Geologist No._____. A true and complete copy of the report has been provided to Rangeland Trust [Review Note: Third-party mineral rights will not necessarily be shown as an encumbrance but may appear as an exception to title.]

EXHIBIT A
514

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
3 G. The current agricultural, physical, and overall biological conditions of the Easement Area, as well as its current uses and state of improvement, are described in a Baseline Conditions Report (the “Report”) prepared by Rangeland Trust with the cooperation of Landowner. The Report consists of a narrative, maps, photographs, and other documents, and is acknowledged by both Parties to be complete and accurate as of the date of this Easement. Both Landowner and Rangeland Trust have copies of this Report, which is incorporated herein by reference. It will be used by Rangeland Trust to assist in its monitoring and enforcement of Landowner’s compliance with this Easement. This Report, however, is not intended to preclude the use of other evidence to establish the baseline condition of the Easement Area if there is a controversy over some aspect of that condition.

H. The Parties intend that the Conservation Purposes of this Easement (as defined in Section 1 hereof) shall be achieved through continued ranching and managed grazing activities to sustain and protect the Conservation Values of the Easement Area. The Parties recognize, however, that additional agricultural uses of the Easement Area may become reasonably necessary to support the economic viability of commercial ranching within the Easement Area and accordingly provide herein for such additional uses.

I. Rangeland Trust recognizes that the current conditions of the Conservation Values associated with the physical environment of the Easement Area exist because of the past stewardship of the Easement Area and depend on the future good stewardship decisions by Landowner and its successors. Landowner is entrusted with those future management decisions, and Rangeland Trust is entrusted with ensuring that the Conservation Values remain protected.

Deed and Agreement
In consideration of the recitals set forth above, and in consideration of their mutual promises and covenants, Landowner hereby grants and conveys to the Rangeland Trust, its successors and assigns, and Rangeland Trust hereby accepts, a perpetual conservation easement as defined by Section 815.1 of the Conservation Easement Act of 1979 (California Civil Code, Section 815 et seq.), of the nature and character described in this Easement.

1. Purposes. The purposes of this Easement are to identify, sustain and forever protect the Conservation Values from impairment (“Conservation Purposes”). The Parties agree that the Conservation Purposes shall be achieved through continued ranching, managed grazing, and other allowed agricultural uses on the Easement Area as herein provided. The Parties agree that Landowner’s retention of certain rights specified in this Easement, including specified agricultural, residential, recreational, and commercial uses, is consistent with the Conservation Purposes, provided that those rights are exercised in accordance with this Easement. The Parties further agree that some intensification of and changes in the current agricultural uses, as hereinafter authorized, may serve to promote the continuing commercial viability of the agricultural uses of the Easement Area and thus assist in achieving the Conservation Purposes. [Changes to the purposes clause may be required to conform to the specific funding program.]

EXHIBIT A
515

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
4 Under this Easement, impairment of Conservation Values means a material adverse change in Conservation Values. The evaluation of the actual and potential impacts of a particular activity or use on Conservation Values shall take into account the impacts of the activity or use in question, as well as the cumulative impacts of other uses and activities on the Easement Area. In every evaluation of whether impairment of Conservation Values has occurred or is threatened, both the magnitude and the duration of the actual or potential change(s) shall be considered.

2. Written Notice and Approvals. When Landowner is required to obtain Rangeland Trust’s written approval (“Written Approval”) or to provide Rangeland Trust with written notice of a proposed action (“Written Notice”), such notice, demand, request, consent, approval, or communication shall be in writing and delivered pursuant to Section 32 hereof. Landowner’s obligation to bear the costs associated with Rangeland Trusts review and approval of both Written Approval and Written Notice is set forth in Section 40 hereof. (a) Landowner’s Obligation. In each Written Notice or request for Written Approval, Landowner shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to allow Rangeland Trust to make an informed judgement as to its consistency with the Conservation Purposes. (i) Written Notice When No Written Approval Is Required. Unless otherwise stated herein, whenever a Written Notice is required pursuant to the terms of this Easement for an action by Landowner that does not require a Written Approval, Landowner shall notify Rangeland Trust in writing not less than thirty (30) days prior to the date Landowner intends to undertake the activity or use in question, unless a longer advance notice period is specifically required herein in connection with a particular activity or use. Landowner’s Written Notice does not limit Landowner’s obligations to comply fully with the terms of this Easement and the protection of the Conservation Values in undertaking or authorizing the activity or use described in the Written Notice.
(ii) Written Notice When Written Approval Is Required. Unless otherwise stated herein, whenever the Landowner is expressly required to obtain Rangeland Trust’s Written Approval, Landowner shall send a Written Notice to Rangeland Trust not less than sixty (60) days prior to the date Landowner desires to undertake or authorize the activity or use in question and obtain Rangeland Trust’s Written Approval prior to undertaking taking or authorizing such activity or use.
(iii) No Written Notice or Written Approval Necessary. Where “without further permission” is stated, neither Written Notice nor Written Approval is required and an activity or use so allowed by this Easement shall not be prohibited unless it results, or threatens to result, in the impairment of Conservation Values.
(b) Rangeland Trust’s Approval Obligations. Upon receiving a Written Notice requesting Written Approval for a proposed use, Rangeland Trust shall use its sole reasonable discretion to determine in good faith, if the proposed use is consistent with the Conservation Purposes and not prohibited under Section 3 hereof. Rangeland Trust shall reply to Landowner’s notification within sixty (60) days and explain its determination within that time. If Rangeland Trust reasonably determines that more than sixty (60) days is necessary for Rangeland Trust to

EXHIBIT A
516

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
5 evaluate the request for Written Approval, Rangeland Trust shall provide Written Notice to Landowner specifying the additional time needed. If Rangeland Trust fails to respond to Landowner within sixty (60) days of receipt of a Written Notice, or within the additional time specified by Rangeland Trust in a Written Notice, then the proposed activity shall be deemed approved by Rangeland Trust. In making any decision requiring Written Approval, Rangeland Trust shall take into account: (a) whether Landowner has made all particular demonstration(s) in support of Landowner’s request required under the Easement; (b) the actual and potential impacts of the particular requested activity or use on Conservation Values; and (c) the cumulative impacts of other uses and activities on the Easement Area.

3. Prohibited Acts. Landowner shall not perform, or knowingly allow others to perform, any act or use on or affecting the Easement Area in conflict with the other covenants and restrictions set out in this Easement, including but not limited to any act or use that may result in impairment of Conservation Values. Landowner authorizes Rangeland Trust to enforce Landowner’s covenants. Nothing in this Easement shall require Landowner to take any action to restore the condition of the Easement Area caused by: (a) any Act of God or other event over which Landowner has no control; (b) any prudent action taken by Landowner under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area or to any person resulting from such causes; or (c) the non-authorized acts of unrelated third parties so long as Landowner has taken reasonable steps to control such acts. Landowner understands and agrees that nothing in this Easement relieves it of any obligation or restriction in relation to the development or other uses of the Easement Area imposed by law, including but not limited to local land use restrictions.

4. Construction of Buildings, Facilities and Other Structures. The construction or reconstruction of any building, structure, or other facility of any type is prohibited except in accordance with this Section.
(a) Incidental Ranch Facilities.
(i) “Incidental Ranch Facilities” consist of non-building facilities used in normal and customary ranching and farming activities, including corrals, holding fields, squeezes, loading chutes, equipment loading ramps, fences, water distribution and irrigation facilities, and utility facilities (including gas, electrical, and telecommunication facilities), primarily to support uses of or activities on the Easement Area authorized by this Easement. (ii) Incidental Ranch Facilities may be constructed, repaired or replaced without further permission.
(iii) Stock ponds may be constructed, repaired or replaced without further permission.
(b) Non-Residential Buildings, Structures, and Other Facilities for Authorized Uses or Activities.
(i) For any non-residential building, structure or facility existing as of

EXHIBIT A
517

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
6 the Effective Date, Landowner may enlarge each (by not more than a cumulative fifty percent (50%)), repair, or replace with a like building, structure, or facility at its existing location without further permission.
(ii) For any new non-residential building, structure, or facility, or for any enlargement greater than a cumulative fifty percent (50%), Landowner must first obtain Written Approval, in support of which Landowner must demonstrate that the proposed construction or enlargement is reasonably necessary to support authorized uses of the Easement Area.
(iii) Enlargement shall be determined based upon the size of the building, structure, or facility on the Effective Date. (c) Residential Dwellings.
(i) The ___________existing single-family residential dwellings and appurtenant structures may be repaired, enlarged (each by not more than a cumulative fifty percent (50%)), or replaced at their current locations without further permission. Enlargement shall be determined based upon the size of the building, structure or facility on the Effective Date. (ii) _________ new single-family residential dwelling(s) and appurtenant structures may be constructed in the residential building envelope designated on Exhibit B without further permission [See CRT Housing Threshold Guidelines]. (iii) The boundaries and location of the residential building envelope may be adjusted with Written Approval; provided, that the size of the residential building envelope shall not be allowed to be increased.
(d) Ranch Labor Housing.
(i) For any dwelling structure existing on the Effective Date and used to house persons hired for work on the Easement Area, Landowner may remove, repair, enlarge (by not more than a cumulative fifty percent (50%), or replace at its existing location with a like housing unit without further permission. Enlargement shall be determined based upon the size of the structure on the Effective Date.
(ii) New dwelling structures, to be used solely to house persons hired for work on the Easement Area may be built only with Written Approval, in support of which Landowner must demonstrate that the proposed structure is reasonably necessary to support existing or imminent agricultural operations on the Easement Area. (iii) Written Approval is necessary for any changes to the use of a dwelling structure originally built to house persons hired for work on the Easement Area. (e) Utilities for Residential and Other Authorized Structures. The installation of new, or extension or repair of existing utilities (including, without limitation, water, sewer,

EXHIBIT A
518

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
7 septic tanks and systems, power, fuel, and communication lines and related facilities) is authorized without further permission as reasonably necessary to service all residential uses and other structures and improvements that are authorized in this Easement. (f) Signs.
(i) Commercial Signs. No commercial billboards shall be erected on the Easement Area. Without further permission, signs are allowed for the purposes of denoting the names and addresses of residents on the Easement Area, denoting allowable business uses, describing other authorized activities on the Easement Area, posting the property for sale or rent, identifying the Easement and its participants, and posting the property to control unauthorized entry or use.
(ii) Easement Recognition Sign. Landowner shall purchase and install a sign to be placed on the Easement Area that identifies this Easement, the name of the ranch, the landowner’s name (if desired), Rangeland Trust, and indicates the participation of any of Rangeland Trust’s public or private funding sources in the acquisition and maintenance of the Easement. Rangeland Trust will maintain and replace the sign, as necessary, at Rangeland Trust’s sole cost and expense. The size, location, number, text, and design of the signage shall be subject to the approval of Landowner and Rangeland Trust, which approval shall not be unreasonably withheld, conditioned, or delayed.

5. Subdivision.
(a) Generally. Except as provided in this Section, subdivision of the Easement Area, whether by physical, legal, or any other process, is prohibited[; provided, however, that nothing herein shall be deemed, interpreted or construed to restrict Landowner from creating by any legal means a single legal parcel for the Easement Area]. Landowner shall continue to maintain the parcels comprising the Easement Area, and all interests therein, under common ownership, as though a single legal parcel.
(b) Lot Line Adjustments. [Only insert in applicable transactions where the Easement was granted by multiple Landowners not owning the entirety of the Easement Area in common: [ Internal lot line adjustments between and among the ___ parcels comprising the Easement Area may be authorized with Written Approval (and the approval of Funder(s)) to enable Landowners to maintain or enhance agricultural practices or productivity on the Easement Area or otherwise enable the uses authorized by this Easement.] [Insert if any portion of the easement value is donated: Boundary Line Adjustments. Pursuant to IRS Notice 2023-30, Grantor and Grantee agree that boundary line adjustments to the real property subject to the Easement may only be made pursuant to a judicial proceeding to resolve a bona fide dispute regarding a boundary line’s location.]

6. [Insert if NRCS is providing Funding. Limitation on Impervious Surfaces.

Adding will move numbering forward by one]

EXHIBIT A
519

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
8 7. Development Rights. Landowner agrees that all development rights, except as specifically reserved to Landowner herein within the Easement Area are extinguished and may not be used on or transferred to any portion of the Easement Area as it now or hereafter may be bounded and described, or to any other property, adjacent or otherwise. The Easement Area may not be used for the purpose of calculating permissible development or lot yield of any other property.

8. Resource Stewardship. In order to protect the Conservation Values, Landowner shall conduct all ranching and farming operations in accordance with good management practices that address soil and water conservation, erosion control, pest management, nutrient management, vegetation management, and habitat protection. Landowner and Rangeland Trust recognize that changes in economic conditions, weather cycles, grazing technologies, and conservation practices may dictate an evolution and adaptation in the management of the range and cropland resources of the Easement Area, consistent with the Conservation Purposes.

9. Mining of Subsurface and Surface Minerals. The provisions of this Section shall be interpreted in a manner consistent with Section 170(h) of the Internal Revenue Code, the Treasury Regulations adopted pursuant thereto, and any other successor provisions addressing the same subject.
(a) Surface Mining of Subsurface Minerals. The extraction or removal of any subsurface oil, gas, or other minerals by any surface mining method is prohibited. (b) Other Mining Methods. The extraction or removal of any subsurface oil, gas, or other minerals by methods other than surface mining may be undertaken on the Easement Area only with Written Approval, in support of which Landowner must demonstrate to the reasonable satisfaction of Rangeland Trust that the proposed mineral extraction or removal will have at most a limited localized impact on the Easement Area and will not be irremediably destructive of significant conservation interests.
(c) Surface Rock, Gravel and Sand. Landowner may extract rock, sand, and gravel that is exposed at the surface of the Easement Area as of the Effective Date, or which becomes exposed at the surface of the Easement Area through natural processes after the Effective Date; provided, that any such extraction of rock, sand, or gravel shall be for use solely on the Easement Area in support of activity on or use of the Easement Area allowed under this Easement; provided, further, that such extraction shall be accomplished in a manner that does not impair any Conservation Values.
[Insert Forest Management language below if property has commercial timber and timber harvesting is consistent with the Conservation Values.]

10. Forest Management. Landowner reserves the right to manage the forest and harvest timber in accordance with all applicable state and federal forestry laws, practices, guidelines, and regulations, provided that said management and/or harvesting complies with the conditions of this Section.

EXHIBIT A
520

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
9 (a) Commercial Timber Harvest. Where commercial timber harvesting has been identified as consistent with the Conservation Values, commercial timber harvesting may be authorized, provided that such timber harvest is conducted with a valid permit issued by CAL FIRE or successor agency and in a manner consistent with the Conservation Purposes and Values.

Landowner shall provide Written Notice with copies of all documents regarding any governmentrequired management plan, timber harvest plan, or similar harvest permit application prior to submission to the lead agency charged with approving said plan or amendment in order for Rangeland Trust to confirm that such plan, application, amendment or deviation is consistent with the terms of this Easement. For the purposes of this Easement, the term "commercial timber harvest" is defined as any timber harvest in which the product of such harvest is sold, traded, exchanged, or used off the Easement Area.
[For inclusion in all easements either as Section 10, 10(a), or 10(b)] (b) Native Tree Cutting. Unless otherwise provided for in this Easement, living native trees on the Easement Area may only be cut to control or prevent insects and disease, mitigate fire risk, prevent bodily injury and property damage, and for on-site firewood without further permission. With Written Approval, living trees may also be cut for other personal uses including construction and repair of authorized buildings, structures and facilities on the Easement Area and, to the extent necessary, to clear land for roads and authorized buildings, structures and facilities allowed under this Easement. Native trees may also be cut if in accordance with a management plan prepared in cooperation with CAL FIRE, California Department of Fish and Wildlife, Natural Resources Conservation Services, or similar agency and with Written Notice.

This Section shall not apply to minor incidental taking of trees, non-native trees and brush, nonnative invasive plants, the removal of dead trees, or orchards and/or tree farming on the Easement Area for agricultural purposes. In its sole and absolute discretion, Rangeland Trust may allow Landowner to cut trees under circumstances not anticipated by this Easement. (c) [If property has forestland and state funding is utilized language to satisfy Civil Code 815.11 must be added.] The Landowner must develop an easement management plan whereby the Landowner agrees to: (1) maintain and improve forest health through promotion of a more natural tree density, species composition, structure, and habitat function; (2) make improvements that increase the land’s ability to provide resilient, long-term carbon sequestration and net carbon stores as well as watershed functions; and (3) provide for retention of larger trees and a natural range of age classes, and ensure the growth and retention of these larger trees over time. (Format Section accordingly)]

11. Road Construction, Maintenance and Paving.
(a) Road Construction. New roads may be constructed on the Easement Area, with Written Approval, if they are necessary to carry out the agricultural operations or other authorized uses on the Easement Area.
(b) Road Maintenance. Roads existing at the Effective Date, as documented in the Baseline Report, or future roads permitted by this Easement or approved by Rangeland Trust,

EXHIBIT A
521

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
10 may be maintained without further permission. Notwithstanding the foregoing, existing and future roads may not be significantly widened or improved unless doing so is necessary to carry out the agricultural operations or other allowed uses on the Easement Area and has Written Approval. For purposes of this Section, “improved” or “improving” does not include standard maintenance activities such as grading, creating water bars, maintaining and repairing culverts, or application of gravel or other pervious materials.
(c) Paving. Roads existing at the Effective Date, as documented in the Report, or future roads authorized by Rangeland Trust, may be paved with Written Approval. No other portion of the Easement Area presently unpaved shall be paved, except for roads subject to permits for development allowed by this Easement where improvement is required as a condition of a permit. For purposes of this Section, “pave”, “paved”, or “paving” shall include covering of the soil surface with concrete, asphalt or other impervious material. However, to make roads passable, Landowners may apply to existing or future roads a reasonable amount of gravel that is obtained from the Easement Area or from other sources.
(d) Unpaved Roads. Unpaved roads existing at the Effective Date, as documented in the Report, or future roads authorized by Rangeland Trust, may be relocated as unpaved roads as required by agricultural operations; provided, that abandoned roads must be returned to agricultural uses or a natural condition.

12. Agricultural Intensification.
[Note: The total amount of land converted from rangeland to other agricultural uses shall not exceed ten percent (10%) of the Easement Area. If at the time of Effective Date the Easement Area already contains acreage considered Agricultural Intensification, as defined below, such acreage will be taken into account in applying this limitation. No Agricultural Intensification will be allowed to portion shall occur on lands containing vernal pools or any other sensitive habitat.]
“Agricultural Intensification” is the conversion of rangeland to more intensive agricultural uses such as row crops, orchards, and vineyards. As of the Effective Date, the Landowner currently utilizes ____ (__) acres for intensified agriculture and shall continue to do so without further permission. Landowner and Rangeland Trust have identified and agreed to ____ (__) additional Agricultural Intensification areas (“Agricultural Envelopes”) for a combined ____ (___) acres of Agricultural Intensification. The location and respective sizes of said Agricultural Envelopes are depicted in Exhibit B. Landowner may conduct Agricultural Intensification within said Agricultural Envelopes with Written Notice. Should situations arise that make the agreed locations of the Agricultural Envelopes unsuitable or impossible for Agricultural Intensification, at the sole expense of the Landowner, Rangeland Trust and the Landowner shall work cooperatively to identify alternative location(s) within the Easement Area to relocate the Agricultural Envelope(s).

Conversion of land outside of the Agriculture Envelopes without Written Approval is prohibited. [Optional Language to restrict farming practices: Allowable agricultural uses within the Agricultural Envelopes include the cultivation of food based crops including, but not limited to, grapes, nuts, fruits, olives, and other perennial agricultural products; tree farming; nonperennial

EXHIBIT A
522

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
11 forages for human or domestic animal consumption; crop seed production; bee keeping and the extraction of honey; cultivation of fiber-based products; cultivation of commercial flower growths; and, the storing, packing and other activity associated with the sale of the aforementioned products provided products so long as the agricultural operations are consistent with the long-term viability of the Easement Area. Nothing herein shall prohibit non-commercial gardening for Landowner’s personal use so long as such activity is conducted within the Building Envelope.] Other agricultural uses (i.e. those that are not considered Agricultural Intensification) are authorized outside the Building and Agricultural Envelopes without further permission. These agricultural uses are those uses that are compatible with grazing or grazing-related activities and those that restore or conserve grassland including, but not limited to, those practices related to the production of livestock, forage production, grazing, haying and livestock fodder production.

13. Feedlot. The establishment or maintenance of a commercial feedlot is prohibited.

For purposes of this Easement, “commercial feedlot” is defined as a permanently constructed confined area or facility that is used and maintained for purposes of engaging in the business of feeding livestock and which is not grazed or cropped annually. For purposes of this Easement, a “commercial feedlot” shall not include the establishment, use, or maintenance of corrals, holding pens or pastures. Nothing in this Section shall prevent Landowner from confining livestock for discretionary seasonal feeding of livestock raised or pastured on the Easement Area. The limited finishing of the Landowner’s own livestock or livestock raised or pastured on the Easement Area by others for commercial purposes may be authorized with Written Approval.

14. Industrial, Non-Agricultural Commercial, and Recreational Uses; Motorized Vehicles.
(a) Industrial Uses. All industrial uses of the Easement Area not expressly authorized herein are prohibited.
(b) Non-Agricultural Commercial Uses. With the exception of the commercial recreational uses authorized in Subsection (c), below, all non-agricultural commercial uses are prohibited on the Easement Area except with Written Approval. (c) Recreational Uses. Non-commercial and commercial recreational uses such as hunting, fishing, horseback riding, wilderness camping, picnicking, education, wildlife viewing, hiking, non-motorized cycling, rock collecting, and photography may be undertaken without further permission. All other recreational uses are prohibited on the Easement Area except with Written Approval.
(d) Utility Facilities. Landowner and Rangeland Trust may negotiate both compensation for and location of utility facilities and supporting infrastructure, excluding communication facilities in Subsection 14(e) below, to be constructed or relocated within the Easement Area by an entity having the power of eminent domain so as to avoid impairment of any Conservation Values. Any compensation shall be shared as provided in Section 35 hereof and the Rangeland Trust’s portion shall be used exclusively to further conservation either within or outside of the Easement Area. Renewable power generation facilities, such as solar, wind and

EXHIBIT A
523

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
12 hydroelectric, may be constructed within the Easement Area only with Written Approval and only at locations where their visibility from the vantage of public roads will be avoided or minimized.

Solar panels for buildings on the Easement Area that are located on the roof, or within 100 feet of that building may be constructed without further permission. The Parties agree that the provisions of this Subsection 14(d) restricting installation of solar energy systems are “reasonable restrictions” within the meaning of California Civil Code § 714. (e) Commercial Communications Facilities. Landowner may construct and operate or authorize others to construct and operate commercial communications facilities such as cell towers or 911 communications towers with Written Notice. Notwithstanding the foregoing, telemetric equipment included in the Incidental Ranch Facilities, personal transmission equipment for services such as wireless internet or broadcast television, and small-scale transmission equipment for research projects conducted by academic, government, or similar research organizations without further permission.
(f) Motorized Vehicles. Landowner and Landowner’s family members, employees, and non-paying guests may use motorized vehicles off-road for activities allowed by this Easement (including, without limitation, livestock management and farming) without further permission. Motorized vehicles may also be used off-roads for the maintenance of utilities, retrieval of game, or for emergency purposes. Any other uses of off-road vehicles, motorized vehicle races, and the construction of motorized off-road vehicle courses are prohibited. (g) Ecosystem Services and Sale of Carbon Credits.
(i) Ecosystem Services. With Written Approval, Landowner may develop ecosystem functions, including, but not limited to, carbon sinks, stream bank restoration, riparian corridor restoration, stream flow enhancement, and carbon sequestration, and may participate in any programs with state or federal agencies or private entities intended to provide incentives or compensation for the restoration or relocation of rare, imperiled, threatened, or endangered species or communities on the Easement Area in a manner designed to restore historic natural systems, or for other environmental preservation or enhancement efforts. Rangeland Trust shall ensure that the terms and conditions of the Easement are taken into account when calculating the baseline/business as usual of the Easement Area for purposes of establishing carbon credits or other emissions offsets that the Landowner proposes to develop. (ii) Sale of Carbon and other similar Credits. Subject to providing Written Notice at least sixty (60) days prior to any of the following actions, Landowner may sell, exchange, transfer, trade, gift, or retire, any or all of the rights to carbon offset credits issued by a third-party entity, or any or all similar rights that may exist now or in the future, that are appurtenant to the Easement Area

15. Trash; Agricultural Residues.
(a) Trash. Landowner may dedicate up to one (1) acre to store trash, refuse, or derelict equipment, or increase the existing area as defined for such use in the Report as of the

EXHIBIT A
524

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
13 Effective Date, by no more than ten percent (10%). All other dumping or accumulation of trash, refuse or derelict equipment outside of enclosed structures on the Easement Area is prohibited. (b) Agricultural Residues. Landowner may engage in the burning, chipping, grinding, mixing or composting of plant or animal matter derived from the Easement Area (including manures, orchard or vineyard prunings, or other crop residues that result from ranching or farming related activities) (“Agricultural Residues”).

16. Water Rights and Resources.
(a) Water Rights. Landowner shall retain and maintain all groundwater, riparian, appropriative, prescriptive, contractual, adjudicated, and other water rights appurtenant to or part and parcel of the Easement Area as of the Effective Date (“Easement Area Water” or “Water Rights”). Landowner shall not permanently transfer, encumber, lease, sell, or otherwise separate Easement Area Water or Water Rights from title to the Easement Area. (i) Landowner may temporarily transfer Easement Area Water or Water Rights that are not reasonably necessary for authorized uses and protection of Conservation Values on the Easement Area to a contiguous property or other property owned or leased by Landowner on an annual basis for agricultural production with Written Notice. (ii) Landowner may temporarily use or supply Easement Area Water from the Easement Area for immediate fire control response or wildfire emergency without further permission.
(b) Water Resources. Development of water resources on the Easement Area for non-authorized commercial use is prohibited. Development of water resources for authorized agricultural uses, forest management, livestock, fish and wildlife habitat use, domestic needs, streamflow protection or enhancement, and private recreation is authorized.

Authorized water resource development includes, but is not limited to, the restoration, enhancement and development of water resources, including ponds, tanks, groundwater recharge basins, infiltration galleries, and other streamflow protection or enhancement facilities; construction, repair, and maintenance of irrigation systems; and the development of stock and domestic water capture and delivery facilities as allowed in Subsection 4(a)-(d), including but not limited to, water lines and access roads or trails to water facilities.

Any new diversion from a surface watercourse for irrigated agriculture must comply with the requirements of federal, state and local agencies having jurisdiction over water resources and water diversions. No additional, changed, expanded or intensified activity on, or use of the Easement Area resulting in insufficient water to sustain the Conservation Values shall be allowed.

17. Rights Retained by Landowner. The Landowner retains the right to perform any act not specifically prohibited or limited by this Easement. Landowner's present uses and compatible historic uses of the Easement Area for ranching, managed grazing, and other allowed agricultural uses as described in the Report and as limited by Sections 3 and 12, are deemed to be authorized activities consistent with the Conservation Purposes. Landowner retains all ownership

EXHIBIT A
525

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
14 rights consistent with such purposes, including, but not limited to, the right to exclude any member of the public from trespassing on the Easement Area and the right to sell or otherwise transfer the Easement Area to anyone Landowner chooses, and the right to refinance, obtain loans, create liens, and grant deeds of trust on the property, subject to the prior encumbrance of the Easement.

18. Responsibilities of Landowner and Rangeland Trust Not Affected. Other than as specified herein, this Easement is not intended to impose any legal or other responsibility on the Rangeland Trust, or in any way to affect any existing obligation of the Landowner as owner of the Easement Area. Among other things, this shall apply to:
(a) Taxes. Landowner shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Easement Area or the property underlying the Easement Area by competent authority. If the Rangeland Trust is ever required to pay any taxes or assessments on the Easement Area or underlying property, Landowner will promptly reimburse Rangeland Trust for the same.
(b) Upkeep and Maintenance. Landowner shall continue to be solely responsible for the upkeep and maintenance of the Easement Area. Rangeland Trust shall have no obligation for the upkeep or maintenance of the Easement Area. (c) Liability and Indemnification.

(i) Landowner shall and hereby agrees to hold harmless, indemnify, protect, and defend Rangeland Trust, its officers, directors, members, employees, contractors, legal representatives, agents, successors and assigns, and each of them (collectively "Rangeland Trust Indemnified Parties") from and against all liabilities, penalties, costs, losses, orders, liens, damages, expenses, causes of action, claims, demands, or judgments, including without limitation reasonable attorneys’ and experts’ fees arising from or in any way connected with: (a) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition or other matter related to or occurring on or about the Easement Area, regardless of cause, except to the extent caused by the negligence or willful misconduct of any of the Rangeland Trust Indemnified Parties, while acting on behalf of Rangeland Trust; or (b) a violation of, or other failure to comply with, any state, federal or local law, regulation or requirement, by Landowner, or any party other than one of the Rangeland Trust Indemnified Parties acting upon permission from Landowner, in any way affecting, involving, or relating to the Easement Area; (c) or the breach by Landowner of any of its obligations set forth in this Easement.

(ii) Rangeland Trust shall hold harmless, indemnify, and defend Landowner and its officers, directors, employees, contractors, legal representatives, agents, heirs, personal representatives, successors, and assigns, and each of them (collectively “Landowner Indemnified Parties”) from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including without limitation, reasonable attorneys’ and experts’ fees, arising from or in any way connected with any injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Easement Area to the extent caused by the

EXHIBIT A
526

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
15 negligence or willful misconduct of any of the Rangeland Trust Indemnified Parties while acting on behalf of Rangeland Trust.

(d) Insurance.
(i) Landowner shall maintain an occurrence-basis commercial general liability policy insuring against bodily injury and property damage on the Easement Area in the amount of not less than One Million Dollars ($1,000,000). Rangeland Trust shall be named an additional insured on the policy. For any claim covered by the indemnification in Subsection 18(c)(i) hereof, the liability insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to Rangeland Trust. Landowner waives all rights of subrogation against Rangeland Trust and its agents, representatives, officers, directors, and employees for recovery of damages to the extent these damages are covered by insurance maintained pursuant to this Easement. Landowner shall furnish Rangeland Trust with certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above, upon reasonable request. Such certificates shall provide for thirty (30) days Written Notice to Rangeland Trust prior to the cancellation or material change of any insurance referred to herein. Any failure of Rangeland Trust to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Rangeland Trust to identify a deficiency from evidence that is provided shall not be construed as a waiver of Landowner’s obligation to maintain such insurance. The foregoing insurance requirements do not replace, waive, alter, or limit the hold harmless or indemnification provisions of this. Not less frequently than every five (5) years, the Parties shall cooperate in determining an appropriate increase, to adjust for inflation, in the limit of the insurance coverage maintained by Landowner. Thereafter, Landowner shall obtain and maintain in effect such increased coverage until the next such adjustment.
(ii) Rangeland Trust shall maintain an occurrence-basis comprehensive general liability policy insuring against bodily injury and property damage on the Easement Area in the amount of not less than one million dollars ($1,000,000). For any claim covered by the indemnification in Subsection 18(c)(ii) hereof, the liability insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to Landowner.

Rangeland Trust waives all rights of subrogation against Landowner and its agents, representatives, officers, directors and employees for recovery of damages to the extent these damages are covered by insurance maintained pursuant to this Easement. The foregoing insurance requirements do not replace, waive, alter or limit the hold harmless or indemnification provisions of this Easement. Not less frequently than every five (5) years, Rangeland Trust shall determine if any adjustments for inflation are necessary and shall review the limit of insurance or selfinsurance coverage it maintains. Thereafter, Rangeland Trust shall obtain and maintain in effect such coverage until the next such adjustment.

19. Monitoring, Management and Issue Resolution.
(a) Right of Entry. Rangeland Trust, its agents, representatives and contractors shall have the right to enter annually with reasonable advance notice onto the Easement Area for purposes of monitoring compliance with the terms of this Easement. Except when Rangeland

EXHIBIT A
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CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
16 Trust has reasonably determined that immediate entry is required to prevent, terminate, or mitigate a violation of this Easement, under which circumstance Rangeland Trust may enter the Easement Area without prior notice, additional entry shall be permissive and therefore require notice to and permission by Landowner. Rangeland Trust's monitoring and access activities shall not interfere with normal agricultural operations on the Easement Area. [If the funding agencies require the right to accompany the monitors once every three years, additional language to that effect will be added here.]
(b) Cooperative Resource Stewardship. Rangeland Trust believes that, in most cases, the existing stewardship on the ranches it selects for conservation easement projects has supported and enhanced the conservation values these ranches provide, and, consistent with that premise, Rangeland Trust agrees with Landowner to take wherever possible a cooperative approach to monitoring and management of the Conservation Values. The Parties will conduct joint qualitative monitoring to ensure that the Conservation Values are being protected. This monitoring will be supported through the Report and subsequent reviews, using photographs and narrative descriptions, among other evaluation tools. Monitoring will also consider issues such as site potential, weather conditions, unusual economic circumstances, vegetative variety and quality and trends in resource conditions.
(c) Agreement and Mediation.

(i) The Parties agree that, except as otherwise provided in Subsection (f), below, before any claim of breach or course of action to force performance or redress any concern is undertaken in a court of law that the Parties shall meet to discuss the issue(s) and shall make bona fide and mutual attempts to reconcile the differences. Such meeting shall take place within thirty (30) days of the written notice of breach or claim, which shall describe in reasonable detail the corrective action asserted by the Rangeland Trust to be necessary. If the Parties agree to a plan of action, such plan of action shall be converted to written form and signed by the Parties.

Landowner shall have the right, but not the obligation, to prepare the first draft of the agreed plan of action, which shall be prepared within fourteen (14) days of the above described meeting. Any proposed revisions by the other Party shall be made within fourteen (14) days of receipt of the draft agreement. The Parties may continue to exchange drafts until a final written agreement is reached, or either Party may declare that the dispute cannot be resolved by agreement after each has had at least one opportunity to present its version of the agreement. (ii) If the Parties have not resolved the dispute within 30 days of such meeting and are not actively pursuing an agreement as provided for in Section 19(c)(i), they shall proceed promptly to engage a single mediator to assist in the resolution of the dispute. Such mediator shall be a Certified Rangeland Manager certified by the California-Pacific Section of the Society for Range Management pursuant to its Program for Certification of Professional Rangeland Managers (“Certified Rangeland Manager”), or other professional with comparable or otherwise appropriate expertise. If the Parties cannot agree upon such a mediator within 45 days after the meeting, the Party giving such notice may proceed with a judicial action. Unless the Parties agree to a longer period, each in its sole discretion, all mediation hearings must conclude within 60 days of the selection of the mediator. The cost of the mediator shall be shared equally by the Parties, except as otherwise provided in Subsection (g) below.

EXHIBIT A
528

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
17 (iii) If the mediator determines that the Report, or subsequent monitoring, has identified circumstances requiring improvement to protect the Conservation Values, Landowner shall either agree to develop a written management plan that addresses the particular resource management concern(s) identified by the mediator and Rangeland Trust, shall, at Landowner’s expense, engage a Certified Rangeland Manager, a District Conservationist of the Natural Resources Conservation Service, U.S. Department of Agriculture (“District Conservationist”), or other qualified professional to develop the management plan, or refuse to participate in further efforts at cooperative resolution. If the Landowner chooses to prepare the plan, Landowner shall be encouraged but not required to engage the services of a Certified Rangeland Manager, a District Conservationist, or other qualified professional to assist Landowner in the development of such a management plan. The required scope of the plan and the time allowed for its development shall depend on the nature and severity of the identified problem(s).

The management plan shall be subject to Rangeland Trust’s approval. Landowner shall implement an approved plan for so long as is necessary to resolve the particular resource management problem(s) addressed by the plan. Rangeland Trust shall monitor implementation of the plan, and results thereof, during its periodic monitoring, and in accordance with this Section may initiate modifications of the plan as the resource conditions warrant. (d) Judicial Enforcement. If the Parties are unable to agree to corrective action to address a breach or claim through the process set forth in Subsection 19(c), the complaining party may proceed with judicial action.
(e) Expert Assistance. The opinions of any Certified Rangeland Manager or other qualified professional engaged to assist the Parties in the resolution of any claim of injury to any Conservation Value shall be admissible in any judicial proceedings conducted with respect to that asserted violation.
(f) Immediate Relief. Notwithstanding the provisions of Subsections 19(c) and (d), if at any time Rangeland Trust determines that an ongoing or imminent violation could substantially impair Conservation Values, Rangeland Trust may proceed immediately to seek an injunction to stop it temporarily or permanently. Rangeland Trust may also seek an injunction requiring the Landowner to restore, or pay for the restoration of, the Easement Area to its condition prior to the violation.
(g) Alternative and Cumulative Remedies; Legal Costs. Rangeland Trust's remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Furthermore, the provisions of California Civil Code Section 815, et seq., are incorporated herein by this reference and this Easement is made subject to all of the rights and remedies set forth therein. In any action brought to enforce or interpret any of the terms of this instrument, the prevailing Party shall be entitled to recover its costs incurred in any such action, including reasonable attorneys’, consultants’, and experts’ fees and costs, and the costs of engaging a mediator in accordance with the provisions Subsection (c), above, when the mediation has been unsuccessful, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ and experts’ fees and costs due hereunder shall be

EXHIBIT A
529

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
18 determined by a court of competent jurisdiction and not by a jury. For the purposes of this Section 19, attorneys’ and experts’ fees and costs shall also include, without limitation, fees incurred in the following: (a) post-judgment motions; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations; (d) discovery; and (e) bankruptcy litigation.

20. Forbearance No Waiver. Forbearance by the Rangeland Trust to exercise its rights under this Easement in the event of any breach of any term of this Easement by Landowner shall not be construed to be a waiver by the Rangeland Trust of such term or of any subsequent breach of the same or any other term of this Easement. No delay or omission in the exercise of any right or remedy upon any breach by Landowner shall impair such right or remedy or be construed as a waiver.

21. Rangeland Trust Transfer of the Easement.
(a) Assignment by Rangeland Trust. The Parties contemplate that Rangeland Trust will continue to hold this Easement for so long as Rangeland Trust remains in existence.

Notwithstanding such contemplation, however, Rangeland Trust may assign its interest under this Easement, provided, that Rangeland Trust shall first furnish Landowner with written notice of such intention and shall allow Landowner a period of one hundred eighty (180) days within which to designate an assignee that is: (i) qualified to hold a conservation easement under Section 815.3 of the California Civil Code; (ii) a “qualified organization” as defined in Section 170(h)(3) of the U.S. Internal Revenue Code, 26 U.S.C. § 170(h)(3); (iii) not an “Affiliate” (as defined below) of Landowner or any lessee of any portion of the Easement Area; and (iv) willing and financially able to assume all of the responsibilities imposed on Rangeland Trust under this Easement including, without limitation, monitoring and enforcement,, collectively the (“Designation Criteria”). As used in this Subsection, “Affiliate” means an entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with another person or entity. In the event that at the end of the one hundred eighty (180) day period either an assignment has not been made or Landowner has not petitioned a court of competent jurisdiction to transfer this Easement to an entity that meets the foregoing Designation Criteria, Rangeland Trust may proceed to transfer this Easement to any non-governmental entity that meets all of the foregoing Designation Criteria or to petition a court of competent jurisdiction to do so. The Parties intend that, in the selection of a transferee, preference be given to a qualified organization with an agricultural and rangeland conservation purpose as well as requisite experience in preserving and protecting the other Conservation Values. Said organization should have a board, staff, or consultants with practical agricultural management experience. Rangeland Trust shall not transfer this Easement to any governmental entity or public agency without the consent of Landowner, which consent shall be in Landowner's sole discretion.
(b) Cessation of Rangeland Trust. If Rangeland Trust ever ceases to exist or no longer qualifies under Section 170(h) of the U.S. Internal Revenue Code, or applicable state law, or no longer meets all the four Designation Criteria, then Landowner shall petition a court of competent jurisdiction to transfer this Easement to an organization that meets all of those criteria.

If the court is unable to identify a non-governmental organization that meets those criteria, the court may transfer this Easement to a governmental entity that meets the criteria.

EXHIBIT A
530

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
19 22. Landowner Transfer of the Easement Area.
(a) Notification. Any time the Easement Area itself or any interest in it is transferred by the Landowner to any third party, the Landowner shall provide Written Notice prior to the transfer of the Easement Area, and the deed of conveyance shall expressly refer to this Easement. Failure to notify Rangeland Trust or include the required reference to this Easement in the deed shall not affect the continuing validity and enforceability of this Easement. (b) Transfer Fee. A transfer of the ownership of the Easement Area may result in an additional burden on the monitoring and enforcement responsibilities of Rangeland Trust; therefore, each such transfer shall require the payment of a transfer fee to the Rangeland Trust’s monitoring fund in the amount of .4 percent (four tenths of one percent) of the sales price. A transfer fee shall not apply to: (i) transfers solely to change the method of holding title by the same party or parties; or (ii) inter-generational transfers between members of the same family.

Rangeland Trust may reduce or waive this fee at its sole discretion. (c) No Merger. The Parties intend that a transfer to Rangeland Trust of the fee interest in the Easement Area, or any portion thereof, shall not be deemed to result in a merger of the Easement into the fee title. In the event of such transfer, Rangeland Trust shall continue to manage the Easement Area in accordance with the Conservation Purposes and, in the event of a subsequent transfer by Rangeland Trust of its fee interest in the Easement Area, Rangeland Trust shall reserve therefrom this Easement.

23. Amendment of Easement. This Easement may be amended only by a written instrument executed and acknowledged by the Parties. Any such amendment shall be consistent with the purposes of this Easement and shall comply with Section 170(h) of the U.S. Internal Revenue Code, California Civil Code Section 815, et seq., or any regulations promulgated in accordance with that section. Any such amendment shall also be consistent with California law governing conservation easements and Rangeland Trust policies. All amendments shall refer to this Easement and shall be recorded in the official records of the county(ies) identified in Recital A of this Easement.

24. No Public Dedication or Public Access. Nothing contained in this Easement shall be deemed to be a gift or dedication of any portion of the Easement Area for use by the general public. This instrument does not convey a general right of access to the public.

25. Landowner's Title Warranty; No Prior Conservation Easements. Landowner represents and warrants that Landowner has good fee simple title to the Easement Area, free from any and all liens or encumbrances except the approved encumbrances shown in Exhibit C, and hereby promises to defend the same against all claims that may be made against it. Landowner represents and warrants that the Easement Area is not subject to any other conservation easement.

Subject to providing Written Notice at least ninety (90) days in advance, including a copy of the conservation easement instrument(s), Landowner may grant subsequent conservation easements on the Easement Area.

EXHIBIT A
531

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
20 26. Environmental Provisions.
(a) Rangeland Trust Not An Owner, Operator, Or Responsible Party.

Notwithstanding any other provision herein to the contrary, the Parties do not intend this Easement to be construed such that it creates in or gives the Rangeland Trust:
(i) the obligations or liability of an "owner" or "operator" as those words are defined and used in environmental laws, as defined below, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq. and hereinafter "CERCLA"); (ii) the obligations or liability of a person described in 42 U.S.C. § 9607(a)(3) or (4);
(iii) the obligations of a responsible person under any applicable Environmental Laws, as defined below;
(iv) the right to investigate and remediate any Hazardous Substance (as defined below) associated with the Easement Area; or
(v) any control over Landowner's ability to investigate, remove, remediate, or otherwise clean up any Hazardous Substance (as defined below) associated with the Easement Area.
(b) Environmental Liabilities and Indemnification. Landowner and Landowner’s successors in interest shall indemnify, protect, and defend with counsel acceptable to Rangeland Trust, and hold harmless the Rangeland Trust Indemnified Parties from and against any claims (including, without limitation, third party claims for personal injury or death, damage to Easement Area, or diminution in the value of property), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), remedial action, compliance requirements, enforcement and clean-up actions of any kind, interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, and expert fees that arise directly or indirectly from or in connection with: (i) the claimed presence or Release (as defined below) of any Hazardous Substance, whether into the air, soil, surface water or groundwater of or at the Easement Area; (ii) any violation or alleged violation of Environmental Law (as defined below) affecting the Easement Area, whether occurring prior to or during Landowner's ownership of the Easement Area and whether caused or authorized by Landowner or any person other than Landowner; or (iii) any claim or defense by Landowner or any third party that any Rangeland Trust Indemnified Party is liable as an “owner” or “operator” of the Easement Area under any Environmental Law. The foregoing indemnity obligations shall not apply with respect to any Hazardous Substance released or deposited as a result of action by the Rangeland Trust Indemnified Parties on or about the Easement Area. The indemnity obligations of any successor in interest of Landowner pursuant to this Subsection shall be limited to the portion of the Easement Area to which the successor takes title. [Optional Provision for High Dollar

EXHIBIT A
532

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
21 Easements: Notwithstanding any statutory limitation otherwise applicable, or the provisions of Section 30 hereof, the indemnity obligations of Landowner to the Rangeland Trust Indemnified Parties pursuant to this Subsection, solely with respect to matters occurring prior to or during Landowner’s ownership of the Easement Area, shall continue after transfer to a successor in interest unless a written request for consent to assignment of such indemnity obligations to a successor in interest is approved by Rangeland Trust prior to the successor taking interest of the Easement Area. In considering any such request, Rangeland Trust may take into account the financial capabilities of the successor in interest, without regard to any third-party financial assurances. Rangeland Trust’s consent to such assignment may be denied only if there is a commercially reasonable basis for such denial.]
(c) Definitions.
(i) The term "Environmental Law" shall include, but shall not be limited to, each statute named or referred to below, and all rules and regulations thereunder, and any other local, state and/or federal laws, ordinances, rules, regulations, orders and decrees, whether currently in existence or hereafter enacted, which govern (a) the existence, cleanup and/or remedy of contamination or pollution on Easement Area; (b) the protection of the environment from soil, air, or water contamination or pollution, or from spilled, deposited or otherwise emplaced contamination or pollution; (c) the emission or discharge of Hazardous Substances into the environment; (d) the control of Hazardous Substances; or (e) the use, generation, transport, treatment, removal, or recovery of Hazardous Substances. (ii) The term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into the environment (including, without limitation, the continuing migration of Hazardous Substances into, onto, or through the soil, surface water, or groundwater, and the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Substance), whether or not caused by, contributed to, authorized by, acquiesced to, or known to Landowner.
(iii) The term "Hazardous Substance" shall mean (a) any oil, flammable substance, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials, or pollutants which pose a hazard to the Easement Area or to persons on or about the Easement Area, or cause the Easement Area to be in violation of any Environmental Law; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas; (c) any chemical, material, or substance defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including: CERCLA, 42 U.S.C. Section 9601, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the California Hazardous Waste Control Law ("HWCL"), Cal. Health & Safety Code Section 25100, et seq., Hazardous Substance Account

EXHIBIT A
533

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
22 Act ("HSAA"), Cal. Health & Safety Code section 25300, et seq., the Porter-Cologne Water Quality Control Act (the "Porter-Cologne Act"), Cal. Water Code Section 13000, et seq., the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); Title 22 of the California Code of Regulations, Division 4, Chapter 30; (d) any other chemical, material or substance, exposure to which is prohibited, limited, regulated by any governmental authority, or may pose a hazard to the health and safety of the occupants of the Easement Area or the owners and/or occupants of property adjacent to or surrounding the Easement Area, or any other person coming upon the Easement Area or adjacent property; and (e) any other chemical, materials, or substance which may or could pose a hazard to the environment.

27. Interpretation. This instrument shall be interpreted under the laws of the State of California, without regard to its conflict of laws principles, resolving any ambiguities and questions of the validity of specific provisions so as to give maximum effect to its Conservation Purposes. If any provision of this Easement, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this Easement, or the application of such provisions to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected.

28. Captions. The captions in this Easement have been inserted solely for convenience of reference and shall have no effect upon construction or interpretation.

29. Perpetual Duration. The covenants, terms, conditions, and restrictions of this Easement Deed shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, permitted assigns, personal representatives and heirs and shall constitute a servitude running in perpetuity with the Easement Area.

30. Termination of Rights and Obligations. A Party's rights and obligations under this Easement terminate upon transfer of the Party's interest in the Easement or Easement Area, except as otherwise provided in Section 26(b) above, and except that liability for acts, omissions or breaches occurring prior to transfer shall survive transfer.

31. Joint and Several Liability. At any time that more than one person or entity owns an undivided fee interest in a parcel included in whole or in part within the Easement Area, each such person or entity shall be jointly and severally liable with each other person or entity having an undivided fee title interest in the Easement Area for all of the obligations of Landowner under this Easement.

32. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by any other common method whereby receipt is confirmed, and addressed as follows or to such other address as either party from time to time shall designate by written notice to the other.

To LANDOWNER: _________________________
_________________________
_________________________
_________________________

EXHIBIT A
534

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
23 To RANGELAND TRUST: California Rangeland Trust
Attn: Conservation Director
3900 Lennane Drive, Suite 210
Sacramento, CA 95834
Phone: 916-444-2096
When personally delivered, notice is effective upon delivery. When mailed by certified mail, postage prepaid, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. When delivered by an overnight delivery service, notice is effective on delivery, if delivery is confirmed by the delivery service.

33. Condemnation. This Easement constitutes a real property interest immediately vested in Rangeland Trust. If the Easement Area is taken, in whole or in part, by exercise of the power of eminent domain, Rangeland Trust shall be entitled to compensation in accordance with applicable law for the value of the Easement taken, and Landowner shall be entitled to compensation in accordance with applicable law for the value of the underlying fee title taken. For the purposes of this Section, the Parties agree that the fair market value of this Easement will be determined by multiplying the fair market value of the Easement Area unencumbered by the Easement [,minus any increase in value attributable to improvements made after the Effective Date,] by _________ percent, which the Parties agree is the ratio of the value of this Easement to the value of the Easement Area unencumbered by this Easement as of the Effective Date, as determined by an appraisal approved by the Parties as of the Effective Date. Rangeland Trust shall use all proceeds received as an award in a condemnation proceeding for a taking of this Easement in a manner consistent with the Conservation Purposes. The Parties intend by the provisions of this Section to satisfy the requirements of 26 C.F.R. § 1.170A-14(g)(6) as applicable on the Effective Date.

34. Extinguishment. If circumstances arise in the future that render the Conservation Purposes impossible to accomplish, including circumstances resulting from a default under this Easement, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction. The amount of the compensation to which Rangeland Trust shall be entitled from any sale, exchange or involuntary conversion of all or any portion of the Easement Area subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by California law at the time, in accordance with Section

33. Rangeland Trust shall use all such proceeds in a manner consistent with the Conservation Purposes of this Easement.
[Insert/replace Section 34 if any portion of the easement value is donated: Pursuant to IRS Notice 2023-30, Grantor and Grantee agree that, if a subsequent unexpected change in the conditions surrounding the property that is the subject of a donation of the perpetual conservation restriction renders impossible or impractical the continued use of the property for conservation purposes, the conservation purpose can nonetheless be treated as protected in perpetuity if (1) the restrictions are extinguished by judicial proceeding and (2) all of Grantee’s portion of the proceeds (as determined by Section 35) from a subsequent sale or exchange of

EXHIBIT A
535

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
24 the property are used by Grantee in a manner consistent with the Conservation Purposes of the original contribution.]

35. Compensation. This Easement constitutes a real property interest immediately vested in Rangeland Trust. For the purposes of the Section entitled Extinguishment, the Parties agree that the fair market value of this Easement as of the date of the termination or extinguishment shall be the amount of compensation due Rangeland Trust as the result of such termination or extinguishment. Such fair market value of this Easement will be determined by multiplying the fair market value of the Easement Area as if it were unencumbered by this Easement [, minus any increase in value attributable to improvements made after the Effective Date,] by the greater of (i) the ratio of the value of this Easement at the time of its termination or extinguishment to the value of the Easement Area as if unencumbered by this Easement at that time, or (ii) __ percent (which the Parties agree is the ratio of the value of the Easement to the value of the Easement Area unencumbered by this Easement as determined by the appraisal previously approved by the Parties). The fair market values of the Easement Area and this Easement as of the date of termination or extinguishment shall be determined by a complete appraisal conducted by a qualified appraiser approved by the Parties. The cost of such appraisal shall be borne by the party who initiates the judicial action for termination or extinguishment. The Parties intend by the provisions of this Section to satisfy the requirements of 26 C.F.R. § 1.170A-14(g)(6)(ii) as applicable on the Effective Date.
[Insert/replace if any portion of the easement value is donated: Determination of Proceeds: Grantor and Grantee agree that the donation of the perpetual conservation restriction gives rise to a property right, immediately vested in Grantee, with a fair market value that is at least equal to the proportionate value that the perpetual conservation restriction, at the time of the gift, bears to the fair market value of the property as a whole at that time. The proportionate value of Grantee’s property rights remains constant such that if a subsequent sale, exchange, or involuntary conversion of the subject property occurs, Grantee is entitled to a portion of the proceeds at least equal to that proportionate value of the perpetual conservation restriction, unless state law provides that the donor is entitled to the full proceeds from the conversion without regard to the terms of the prior perpetual conservation restriction. The Parties intend by the provisions of this Section to satisfy the requirements of IRS Notice 2023-30 as applicable on the effective date.]

36. Laws Currently in Effect. All references in this Easement to statutes, regulations and other laws shall be deemed to refer to those statutes, regulations and laws currently in effect, or as amended (or any successor provision then applicable).

37. Recordation. Rangeland Trust shall promptly record this instrument in the official records of the county(ies) identified in Recital A, above, and promptly notify the Landowner through the mailing of a conformed copy of the recorded Easement.

38. Entire Agreement. This instrument sets forth the entire agreement of the Parties with respect to the Easement Area and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement Area, all of which are herein merged.

EXHIBIT A
536

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
25 39. Counterparts. The Parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both Parties; each counterpart shall be deemed an original instrument as against any party who has signed it. Counterpart signature pages and notary acknowledgments may be attached hereto to constitute a single legal document for recording. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

40. Written Approval; Landowner to Bear Costs and Expenses of Review.

Whenever Rangeland Trust's permission, consent, or approval is required pursuant to this Easement, such permission, consent, or approval shall be obtained in advance and in writing from Rangeland Trust. Except as otherwise provided in this Easement, whether permission, consent, or approval should be granted or denied shall be determined based upon the purposes of this Easement and shall not be unreasonably withheld or delayed. Landowner shall be solely responsible for bearing all reasonable costs and expenses incurred by Rangeland Trust, including, without limitation, reasonable attorneys' and consultants' fees and costs, in connection with: (i) Rangeland Trust's review of any request by Landowner for Rangeland Trust's permission, consent, or approval of any development or other use of the Easement Area for which Rangeland Trust's discretionary permission, consent, or approval is required under this Easement; and (ii) Rangeland Trust's participation, at Landowner's request, in any regulatory proceeding for consideration of proposed development or other use of the Easement Area allowed under this Easement.

41. Compliance with Applicable Laws. Landowner remains solely responsible for obtaining any applicable governmental permits or other approvals for any activity or use allowed under this Easement. No right or privilege granted in this Easement, nor any right retained by Landowner, shall be interpreted as exempting Landowner from complying with all statutes, laws, ordinances, rules, regulations, codes, orders, or other restrictions applicable to the Easement Area.

42. Exhibits. The exhibits attached hereto are incorporated herein by this reference:

Exhibit A: Easement Area Legal Description
Exhibit B: Easement Area Map
Exhibit C: Approved Encumbrances
Exhibit D: Access Route Easement (If Applicable)

43. Effective Date. This Easement is effective upon recordation in the Official Records of the county(ies) identified in Recital A.

Agreed to and executed by:

LANDOWNER:
__________________________________________ ____________________ Date

EXHIBIT A
537

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
26 CALIFORNIA RANGELAND TRUST
By: _______________________________________ ____________________ Date
Its: _______________________________________
[Add notary acknowledgments.]

EXHIBIT A
538

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
27 Exhibit A
Easement Area Description
Insert legal description. Confirm legal description matches description on the latest title report, and prior to closing compare with pro forma title policy legal description.

EXHIBIT A
539

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
28 Exhibit B
Easement Area Map
Insert map of the Easement Area showing the following items:

Residential Building Envelope – Section 4(c)
Agricultural Intensified Areas – Section 12
Existing Buildings, major public and private roads, streams, stock ponds, any other major features

EXHIBIT A
540

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
29 Exhibit C
Approved Encumbrances

EXHIBIT A
541

CALIFORNIA RANGELAND TRUST
Standard Agricultural Conservation Easement
30 Exhibit D
Access Route Easement (If Needed)

EXHIBIT A
542
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ACCEPTING THE ALTAMONT LANDFILL OPEN
SPACE COMMITTEE’S RECOMMENDATION TO FUND THE TRIVALLEY CONSERVANCY GRANT REQUEST IN THE AMOUNT OF $25,000 FOR CONSULTANT SERVICES
The City of Livermore’s General Plan includes goals for long-term preservation of open space, including low-intensity agriculture, habitat protection, watershed management, and recreational uses.

In 1996, Alameda County certified an Environmental Impact Report and approved a conditional use permit for expansion of the Altamont Landfill by Waste Management of Alameda County, Inc., resulting in litigation.

In 1999, the parties to the lawsuit (i.e., Alameda County, the cities of Livermore and Pleasanton, the Sierra Club, Northern California Recycling Association, Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, Inc.) entered into a settlement agreement relating to the proposed expansion of the Altamont Landfill (“Settlement Agreement”).

The Settlement Agreement provides for collection of a fee allocated to an Open Space Account for expenditure on open space acquisitions in fee or permanent easements. The Settlement Agreement required Alameda County to convene an advisory committee comprised of four members (i.e., one member appointed by Alameda County, the City of Livermore, the City of Pleasanton, and the Sierra Club, respectively) (“Open Space Committee”).

The Settlement Agreement permits up to five percent (5%) of funds received in the Open Space Account in any given year to be expended for the services of independent consultants to aid the Open Space Committee in carrying out its duties to identify open space areas in need of protection. The Open Space Committee has utilized the services of independent consultants to identify properties of significant value for preservation and land protection.

The Settlement Agreement assigns the Open Space Committee the responsibility to make recommendations on priority lists and allocations for the expenditure of the Open Space Account funds and then requires the County and the respective city (depending upon the acquisition area) to determine whether the Open Space Committee’s recommendation is consistent with the Settlement Agreement and the Open Space Committee’s priorities. The City of Livermore, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the eastern acquisition priority area that receives 80% of the Open Space Account funds. The City of Pleasanton, Alameda County, and the Sierra Club represent 543
2 RESOLUTION NO. ________
the voting members of the Open Space Committee for acquisitions in the western acquisition priority area that receives 20% of the Open Space Account funds.

On July 18, 2025, and pursuant to Section 7.4.7 of the Settlement Agreement, the Open Space Committee considered and approved a grant request from Tri-Valley Conservancy for a conservation values study to evaluate conservation values in an unincorporated area of Alameda County, east of Greenville Road up to the South Bay Aqueduct between I-580 to the north and the intersection of the Aqueduct with Greenville Road to the south. The study is intended to provide a framework document to assist decision-makers and the public with the existing values and appropriate land uses in the area.

The Open Space Committee recommended expending $25,000 from the Open Space Account and recommended the Livermore City Council and the Alameda County Board of Supervisors determine that the expenditure is consistent with the Settlement Agreement and the Open Space Committee’s priorities.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, based upon its own independent review of the entire record, it hereby determines that the Open Space Committee’s recommended expenditure of Open Space Account funds for consultant services, and their expenditure, is not a project under the California Environmental Quality Act (“CEQA”) and CEQA Guidelines section 15378 because an approval of the expenditure of funds would not approve physical development or change the environment. Therefore, no environmental review is required.

BE IT FURTHER RESOLVED, by the City Council of the City of Livermore that based upon its own independent review of the entire record it hereby finds the Open Space Committee’s recommendation for the expenditure of $25,000 of Altamont Open Space Funds to fund the grant request by Tri-Valley Conservancy for a conservation values study to assist the Committee's decision-making for acquisitions and to identify open space land and easement areas in need of protection is consistent with the Livermore General Plan Open Space and Conservation policies and the acquisition priorities set forth in the Settlement Agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
544
3 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole
Deborah L. Elam Molly O’Toole
City Clerk Assistant City Attorney
Exhibit A – TVC Grant Application
545
546
547
ALAMEDA COUNTY | Community Development Agency | PLANNING DEPARTMENT Grant Funding Application | ALTAMONT 3 Signature of Applicant: Date:

July 7, 2025

EXHIBIT A
548
ALAMEDA COUNTY | Community Development Agency | PLANNING DEPARTMENT Grant Funding Application | ALTAMONT 4

PROJECT DESCRIPTION
Describe how the project meets the ALOSC funding criteria.

1. Significant Native Biodiversity Value
The study will identify native biodiversity value through field visits, aerial photography, and historical records. This area has been identified as a hotspot for species requiring compensatory mitigation and is listed as essential to the biodiversity of the Conservation Lands Network. The area has several large identified vernal pools and wetlands that support local native species. The study will be able to identify all relevant native biodiversity to be prioritized for preservation.

2. Significant Visual and/or Non-motorized Recreational Value Trails have been planned or envisioned in the East of Greenville area in several visioning and planning documents for Alameda County, EBRPD, LARPD, and the City of Livermore. This includes routes along the South Bay Aqueduct and through the East of Greenville area to service the Murray Township. The study will provide recommendations for the most important corridors to have for recreational access.

3. Strategic Value in Land Protection
The Tri-Valley Conservancy within its capacity, is partnering with local stakeholders to conduct a conservation values study of the East of Greenville to determine the ecological, agricultural and recreational resources that may need to be mitigated or preserved with the development of this area. TVC has previously conducted a Natural Resources Conservation Study in North Livermore in 2009 which analyzed the conservation values of the region, as well as methods of conservation. This document has been instrumental in prioritizing the resources and values in North Livermore that are the highest priority for conservation. We are looking to provide a similar resource with this study.

4. Additional Funding Sources
Tri-Valley Conservancy is engaging in a collaborative stakeholder effort and is sourcing funding from parties involved.

5. Willing Sellers
TVC is interfacing with landowners and stakeholders throughout this process to ensure their continued engagement and involvement in the study process.

Describe how the property will be operated and maintained (e.g., if donated to the East Bay Regional Park District, an agreement showing that EBRPD is willing to accept and maintain the property; if a conservation easement is proposed, indicate what the easement holder’s monitoring plan is for the property.) Properties will continue to be operated and maintained by their landowners throughout this process.

EXHIBIT A
549

EXHIBIT A
550
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ACCEPTING THE ALTAMONT LANDFILL OPEN SPACE COMMITTEE’S RECOMMENDATION TO FUND THE TRI-VALLEY CONSERVANCY GRANT REQUEST IN THE AMOUNT OF $500,000 FOR THE PURCHASE OF THE ALTAMONT HILLS PROPERTY (32-ACRES) IN EASTERN ALAMEDA COUNTY (APN: 99-5680-4)
The City of Livermore’s General Plan includes goals for long-term preservation of open space, including low-intensity agriculture, habitat protection, watershed management, and recreational uses.

In 1996, Alameda County certified an Environmental Impact Report and approved a conditional use permit for expansion of the Altamont Landfill by Waste Management of Alameda County, Inc., resulting in litigation.

In 1999, the parties to the lawsuit (i.e., Alameda County, the cities of Livermore and Pleasanton, the Sierra Club, Northern California Recycling Association, Altamont Landowners Against Rural Mismanagement, and Waste Management of Alameda County, Inc.) entered into a settlement agreement relating to the proposed expansion of the Altamont Landfill (“Settlement Agreement”).

The Settlement Agreement provides for collection of a fee allocated to an Open Space Account for expenditure on open space acquisitions in fee or permanent easements. The Settlement Agreement required Alameda County to convene an advisory committee comprised of four members (i.e., one member appointed by Alameda County, the City of Livermore, the City of Pleasanton, and the Sierra Club, respectively) (“Open Space Committee”).

The Settlement Agreement establishes criteria that limits the use of the Open Space Account to acquisitions of properties having significant value for (1) preservation of native biological diversity and/or wildlife, and/or (2) for visual character and/or non-motorized recreation. The Open Space Committee has developed and utilized additional criteria for the use of the Open Space Account, including strategic value in land protection, additional funding sources, and willing sellers.

The Settlement Agreement assigns the Open Space Committee the responsibility to make recommendations on priority lists and allocations for the expenditure of the Open Space Account funds and then requires the County and the respective city (depending upon the acquisition area) to determine whether the Open Space Committee’s recommendation is consistent with the Settlement Agreement and the Open Space Committee’s priorities. The City of Livermore, Alameda County, and the Sierra Club represent the voting members of the Open Space Committee for acquisitions in the eastern acquisition priority area that receives 80% of the Open Space Account funds. The City of Pleasanton, Alameda County, and the Sierra Club 551
2 RESOLUTION NO. ________
represent the voting members of the Open Space Committee for acquisitions in the western acquisition priority area that receives 20% of the Open Space Account funds.

On July 18, 2025, and pursuant to Section 7.4 of the Settlement Agreement, the Open Space Committee considered Tri-Valley Conservancy’s grant application in the amount of $500,000 to acquire the Altamont Hills Property (32 acres – APN 99- 5680-4). The Open Space Committee recommended expending $500,000 from the Open Space Account and recommended the Livermore City Council and the Alameda County Board of Supervisors determine that the expenditure is consistent with the Settlement Agreement and the Open Space Committee’s priorities.

The Altamont Hills Property meets the funding criteria set forth in the Settlement Agreement and has been identified as part of a unique wildlife crossing under the I-580 freeway. The property is currently unmanaged grassland with potential upland habitat for California Tiger Salamander, California Red Legged Frog, and is a critical link for species migration across the Diablo Range. The property is identified as a conservation priority within the East Alameda County Resource Conservation Study and by the Alameda County Resource Conservation District.

Additionally, the property is less than one mile away from the City of Livermore, making it a key conservation priority for preserving the urban greenbelt around the city.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, based upon its own independent review of the entire record, it hereby determines that the Open Space Committee’s recommended expenditure of Open Space Account funds, and their expenditure for the acquisition of the Altamont Hills Property, is not a project under the California Environmental Quality Act (“CEQA”) and CEQA Guidelines section 15378 because an approval of the expenditure of funds would not approve a physical development project, would not physically change the environment, and would help preserve natural habitat.

Therefore, no environmental review is required.

BE IT FURTHER RESOLVED, by the City Council of the City of Livermore that based upon its own independent review of the entire record it hereby finds the Open Space Committee’s recommendation for the expenditure of $500,000 from the Open Space Account to fund the grant request by Tri-Valley Conservancy to purchase the Altamont Hills Property is consistent with the acquisition priorities set forth in the Settlement Agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
552
3 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole
Deborah L. Elam Molly O’Toole
City Clerk Assistant City Attorney
Exhibit A – TVC Grant Application Altamont Hills
553
554
555
ALAMEDA COUNTY | Community Development Agency | PLANNING DEPARTMENT Grant Funding Application | ALTAMONT 3

PROJECT DESCRIPTION
Thoroughly describe the full project and clearly indicate which portions are proposed for ALOSC funding.

Tri-Valley Conservancy (TVC) is seeking to acquire the Altamont Hills property, a 32-acre parcel in unincorporated North Livermore, highly visible from I-580 at the intersection of an active wildlife crossing site under the I-580 freeway at Greenville Road in Alameda County. Tri-Valley Conservancy is requesting financial assistance from the Altamont Open Space Fund for $500,000, representing half of the purchase price. Our goal with this acquisition is to conserve an identified wildlife crossing through the Diablo Range, bolster the urban growth boundary around the City of Livermore, and increase recreational access within the Murray Township trail system. The Altamont Hills Property is perfectly located to accomplish all of these goals.

The Altamont Hills Property and surrounding properties were identified as conservation priorities within the East Alameda County Resource Conservation Study (EACRCS) Conservation Zone 5, Alameda County Resource Conservation District, the City of Livermore, and TVC’s Priority Conservation Plan.

This parcel has been identified by UC Davis’s Road Ecology Center Wildlife Crossing Study as part of a unique wildlife crossing under the I-580 freeway. In early 2017, with a grant from the Altamont Open Space Fund and the Wildlife Conservation Board, the Alameda County Resource Conservation District (ACRCD) actively initiated discussions with potential stakeholders and began partnering with the Road Ecology Center at the University of California, Davis (UCD) to explore wildlife occurrence and movement in proximity to major transportation corridors surrounding the Livermore Valley. The study involved an initial field investigation of species occurrence, including camera trapping and track/sign collection and analysis of other wildlife databases such as UC Davis’s California Roadkill Observation System and the US Geological Survey’s Biodiversity Information Serving our Nation.

The structure with the most activity and species diversity is the under-crossing next to Greenville Road, immediately south of the Altamont Hills Property. The study identified this structure as currently critical to wildlife movement through the Diablo Range across I-580 and lies between Brushy Peak Regional Park and recently protected areas to the south. Their analysis supports the EACRCS proposal for “enhancement of linkages across 1-580 […] and protection of lands on the north side of the roadway”.

The EACCS identified this area as a “pinch point” likely to support connectivity through the Altamont Hills. Objective 2.1 of the strategy call for independent conservation actions to protect and enhance functional linkages across major highways to allow for movement of species and to maintain connectivity for wildlife populations.

The property is currently unmanaged grassland with potential upland habitat for California tiger salamander, California redlegged frog and San Joaquin kit fox. With proper grasslands management, this property could be a critical link for these special status species’ migration across the Diablo Range.

Additionally, TVC has identified this as a conservation priority area due to its proximity to the City of Livermore’s urban growth boundary. Preserving this property will prevent further sprawl and retain the area’s visual character. Finally, East Bay Regional Parks District, Livermore Area Recreation and Parks District, and Alameda County have identified this area as a key area for recreational access between Brushy Peak Regional Park and the potential South Bay Aqueduct trail to the south. This property has an access road that would enable access to the Aqueduct trail and provide a necessary link between the two open space areas.

The City of Livermore initially negotiated with the property owner for purchase before passing the project to TVC. TVC will be working with Livermore Area Recreation and Park District (LARPD) for future management and potential ownership.

TVC will be entering into a letter of intent with the property owner to purchase the property and will conduct due diligence efforts to assess the property’s suitability for acquisition and resolve any identified issues. Tri-Valley Conservancy visited the property in May 2025, and we anticipate that due diligence will take approximately 90 days. Tri-Valley Conservancy is requesting financial assistance to cover half of the purchase price, up to $500,000.

EXHIBIT A
556
ALAMEDA COUNTY | Community Development Agency | PLANNING DEPARTMENT Grant Funding Application | ALTAMONT 4 Describe how the project meets the ALOSC funding criteria.

1. Significant Native Biodiversity Value
The property is in the Altamont, adjacent to I-580, and is comprised of annual grasslands. The Altamont is part of the Diablo Range, which connects Mt Diablo to Mt Hamilton and serves as a major wildlife linkage for a variety of species.

Additionally, The Altamont Hills Property is accessed from Altamont Pass Road across Arroyo Las Positas, which borders the property on three sides and supports Alkali wetlands and is an important conservation priority for the rich biodiversity it supports.

This property is in Conservation Zone (CZ) 5 in the East Alameda County Conservation Strategy (EACCS). The EACCS highlights the importance of the Greenville Road undercrossing and calls for the enhancement of linkages across I-580 for San Joaquin kit fox and protection of lands on the north side of the roadway.

The UC Davis Study had more than 5 cameras posted along the undercrossing and identified usage of the undercrossing by 12 wild mammal species, including 9 native mammal species. The Greenville Underpass saw sightings of American Badger, Black-tailed Jackrabbit, Bobcat, California Ground Squirrel, Coyote, Desert Cottontail, Eastern Fox Squirrel, Gray Fox, Mule Deer, Raccoon, Red Fox, Striped Skunk, and Virginia Opossum.

Additionally, according to the University of California Agriculture and Natural Resources (UCANR) mapping database, the property receives the highest rating of 1 for Bird Areas and Critical Linkage. Habitat and species maps from the California Natural Diversity Database indicate the property is within Federally-designated critical habitat for California red-legged frog and is identified as potential upland habitat for the Federally designated California tiger salamander.

2. Significant Visual and/or Non-motorized Recreational Value The property is part of the rolling slopes in Altamont Hills, visually prominent from Highway I-580 and vantage points in east Livermore. UCANR’s mapping database provides a rating for properties that contain significant value for visual/ scenic qualities, and non-motorized recreational value. The rating system has a range between 0 and 1 (1 being the highest rating).

The property received a rating of .99 for recreation and a rating of .52 for viewshed/ visual quality. Additionally, the property received the highest rating of 1 for Critical Link and Bird Areas.

Recently, this property, and the access road that crosses through it, have been contemplated for a north-south trail along the South Bay Aqueduct by multiple parks agencies, Alameda County, and the City of Livermore to enhance recreational opportunities in the Murray Township.

3. Strategic Value in Land Protection
This property is uniquely located to provide a critical wildlife linkage across I-580, preserve the greenbelt and viewshed around the City of Livermore, and provide recreational opportunities to residents. The Altamont Hill property is the missing link between the Brushy Peak Regional Preserve and the recently preserved Goeken Property to the north, and the Greenville Property to the south. Acquisition will preserve wildlife connectivity conservation values, while also providing an opportunity to enhance the natural grasslands through active management. This is important not only for native species, but for wildfire fuel mitigation near the City. The California Department of Forestry and Fire Protection (CAL FIRE) identifies this property as having moderate to high fire risk and was the site of a fire most recently in 2017. Active management of fuel will reduce the threat of wildfire, protecting natural values as well as local communities.

4. Additional Funding Sources
TVC is applying for additional funding from the Wildlife Conservation Board and the California Council of Land Trusts to cover purchase costs, due diligence, and closing costs. Additional funding may be sourced from grants and the community for restoration and enhancement projects on the property after acquisition.

5. Willing Sellers
Doris Brooks and Terry L. Brooks are willing sellers. TVC staff have been in contact with the property owner representative.

The property owner's representative and TVC staff have negotiated a purchase price, and TVC is submitting a Letter of Intent to Purchase.

EXHIBIT A
557
ALAMEDA COUNTY | Community Development Agency | PLANNING DEPARTMENT Grant Funding Application | ALTAMONT 5 Describe how the property will be operated and maintained (e.g., if donated to the East Bay Regional Park District, an agreement showing that EBRPD is willing to accept and maintain the property; if a conservation easement is proposed, indicate what the easement holder’s monitoring plan is for the property.) As a part of the acquisition process, TVC will establish a long-term management plan to restore and maintain the property for wildlife habitat, open space, and recreational values. This plan will be created and executed collaboratively with local experts, partner agencies, and other organizations to ensure the greatest benefit. TVC will likely transition the property for long-term ownership to the local parks department.

EXHIBIT A
558
559
560
561
562
563
564
565
566
567
568
569
CITY COUNCIL STAFF REPORT ITEM NO. 6.10
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution determining Tract 8659, Isabel Crossings, located south of Portola Avenue and west of Isabel Avenue, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services).

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution determining Tract 8659, Isabel Crossings, located south of Portola Avenue and west of Isabel Avenue, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) and directing the City Clerk to record the Notice of Annexation.

DECISION TYPE
Administrative

SUMMARY
The Isabel Crossings project, Tract 8659, Isabel Crossings, located south of Portola Avenue and west of Isabel Avenue, was conditioned to participate in a maintenance district to finance the maintenance and operation of services associated with the Isabel Neighborhood Specific Plan. The property owner, Isabel Portola Owner, LLC, is fulfilling this obligation by requesting annexation to Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) (CFD No. 2023-1) and has provided the attached Unanimous Approval document that constitutes a unanimous vote by Isabel Portola Owner, LLC in favor of annexing their property into CFD No. 2023-1.

DISCUSSION
On June 12, 2023, City Council adopted Resolution 2023-92, approving the formation of CFD No. 2023-1 and a future annexation area (Future Annexation Area) for CFD No. 2023-1 under the Mello-Roos Community Facilities Act of 1982 (Mello-Roos Act). At that meeting, a special election of qualified landowner electors in CFD No. 2023-1 was held at which at least two-thirds of the electors voting approved the levy of the special tax in the original boundaries of CFD No. 2023-1 and an appropriations 570
limit for CFD 2023-1.

Subsequently, on June 26, 2023, the City Council adopted Ordinance No. 2147, to levy special taxes within CFD No. 2023-1, including any parcels that annex into CFD No. 2023-1.

The Future Annexation Area was established for CFD No. 2023-1 to create a streamlined process for projects to annex into CFD No. 2023-1 and contribute maintenance funds for the public amenities and/or infrastructure that is installed within the Isabel Neighborhood Specific Plan. The Future Annexation Area coincides with the boundary of the Isabel Neighborhood Specific Plan area. Parcels within the Future Annexation Area may annex into CFD 2023-1 without any requirement for further public hearings or additional proceedings if their owners execute a unanimous approval (Unanimous Approval), which under the Mello-Roos Act constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of California law.

CFD No. 2023-1 was formed to provide funding for the maintenance and operation of the following public amenities within the Isabel Neighborhood Specific Plan:

Neighborhood Streets - Main Street, Bicycle Streets, and Pedestrian Streets within the Isabel Neighborhood Specific Plan
Neighborhood Parks
Neighborhood Trails
Neighborhood Plazas Pedestrian Bridge/Tunnel Crossing of Isabel Avenue Valley Link Plaza and Pedestrian Bridges
Valley Link Parking Lot
Costs for CFD No. 2023-1 administration, as well as Alameda County’s costs to collect the special taxes, will also be paid with special taxes levied in CFD No. 2023-1.

The Isabel Crossings project, Tract 8659, is located within the Future Annexation Area. The conditions of approval for the project require the property owner to participate in a maintenance district to finance the maintenance and operation of services associated with the Isabel Neighborhood Specific Plan. The property owner, Isabel Portola Owner, LLC, is fulfilling this obligation by requesting annexation to Community Facilities District No. 2023-1 and has executed the attached Unanimous Approval.

Unanimous Approval constitutes a unanimous vote by Isabel Portola Owner, LLC in favor of annexing their property to CFD No. 2023-1 and the annual levy of special taxes according to the rate and method of apportionment of the special tax (RMA).

To complete the annexation process for the Isabel Crossings project, Tract 8659, the City Council is asked to consider adopting a resolution determining that the property is annexed to CFD No. 2023-01.

Adoption of the resolution will annex the project as Tax Zones 7-21 within the CFD No. 2023-1 and direct the City Clerk to record a notice of the annexation with the Alameda County Recorder. Attachment 1 shows a map of the CFD No. 2023-1 boundary with all tax zones created to date. This map will be updated as new tax zones are annexed into CFD No. 2023-1.

FISCAL AND ADMINISTRATIVE IMPACTS
The City will administer CFD No. 2023-01 on an annual basis and will budget for, and manage, the necessary maintenance, operation, and administration. All related expenditures will be paid by the City 571
with special taxes collected in CFD No. 2023-1. At buildout of the Isabel Neighborhood Specific Plan area, the estimated annual cost for maintaining all the items in the Description of Services for CFD No. 2023-1 is approximately $1,800,000 plus administrative expenses. As each new development within the specific plan is completed, they will be assessed their pro-rata share of the overall maintenance expenses of the CFD No. 2023-1
With this annexation, the Isabel Crossings project becomes Tax Zones 7-21 in CFD No. 2023-1. The FY 2025-26 Special Tax Requirement Max Cap for Zones 7-21 is estimated at $393,018, as shown in Table 7 of Exhibit A to the Resolution. This amount is the pro-rata share of the CFD maintenance costs attributed to Tax Zones 7-21. The max cap for Tax Zones 7-21 will increase on July 1, 2026, and annually each July 1 thereafter, based upon the prior calendar year’s change in the Consumer Price Index – All Urban Consumers (San Francisco-Oakland- San Jose, CA) plus one percent (CPI + 1%).

Future annexations will be numbered sequentially as distinct tax zones. Each new zone will be assessed separately, based on their pro-rata share of the maintenance funds for the Isabel Neighborhood Specific Plans public infrastructure and amenities.

COMMUNITY PILLAR
2: Economy That Prospers
GOALS
4: Implement the Isabel Neighborhood Specific Plan

ATTACHMENTS

1. CFD 2023-1 Tax Zone Map

2. Resolution

3. Exhibit A - Unanimous Approval
Prepared by: Jarrett Rasmussen
Associate Civil Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
572
ATTACHMENT 1
573
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION DETERMINING TRACT 8659, ISABEL CROSSINGS, LOCATED

SOUTH OF PORTOLA AVENUE AND WEST OF ISABEL AVENUE, IS ANNEXED TO THE CITY OF LIVERMORE COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ISABEL NEIGHBORHOOD SPECIFIC PLAN SERVICES)
The City of Livermore (the “City”) is a general law city organized and existing under the Constitution and the law of the State of California.

Under the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code the "Act"), this City Council is authorized to establish a community facilities district and to act as its legislative body.

This City Council previously undertook the following proceedings to establish the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) (the “CFD”) and a future annexation area for the CFD (the “Future Annexation Area”) pursuant to the Act for the purpose of levying a special tax (the “Special Tax”) to finance certain municipal services (the “Services”) as provided in the Act:
(i) this City Council adopted Resolution No. 2023-092, entitled “A Resolution of Formation of a Community Facilities District and Future Annexation Area” (the “Resolution of Formation”), pursuant to which it established the CFD and the Future Annexation Area and authorized the levy of the Special Tax according to the rate and method of apportionment of special tax (the “Rate and Method”) set forth in Exhibit B of the Resolution of Formation and an appropriations limit, subject to an election within the CFD on the propositions of levying the Special Tax and establishing the appropriations limit;
(ii) this City Council caused a map of the proposed boundaries of the CFD and the Future Annexation Area to be recorded in the Alameda County Recorder’s Office on May 17, 2023, in Book 19 of Maps of Assessment and Community Facilities Districts at Pages 41-42, and, in the Resolution of Formation, this City Council approved the boundaries shown in the map as the boundaries of the CFD and the Future Annexation Area; (iii) on July 12, 2023, a special election was held among the landowner voters within the CFD at which such voters approved the levy of the Special Tax in accordance with the Rate and Method and the appropriations limit by the two-thirds vote required by the Act, which approval was confirmed by Resolution No. 2023-094, entitled “A Resolution Declaring Results of Special Landowner Election and Directing Recording of Notice of Special Tax Lien”; and
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(iv) on July 26, 2023, this City Council adopted its Ordinance No. 2147, entitled “An Ordinance Levying a Special Tax Within City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services)”, pursuant to which this City Council authorized and levied the Special Tax within the CFD (including any parcel or parcels in the Future Annexation Area that annex into the CFD) pursuant to the Act, at the rate and in accordance with the Rate and Method, as such Rate and Method may be supplemented in connection with annexations of any parcel or parcels in the Future Annexation Area into the CFD.

In the Resolution of Formation, and in accordance with Section 53339.7 of the Act, this City Council resolved that parcels within the Future Annexation Area shall be annexed to the CFD only with the unanimous approval (each, a “Unanimous Approval”) of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings.

Section 53339.8 of the Act provides that upon a determination by the legislative body that the area proposed to be annexed is added to the existing community facilities district, the clerk of the legislative body shall record notice of the annexation pursuant to Section 3117.5 of the Streets and Highways Code.

This City Council has been provided with a Unanimous Approval, which Unanimous Approval is attached hereto as Exhibit A, executed by the owner of certain property in the Future Annexation Area that is identified as Assessor’s Parcel Numbers 903-0010-046-00, 903-0010-047-00, 903-0010-048-00, 903-0010-049-00, 903-0010- 050-00, 903-0010-051-00, 903-0010-052-00, 903-0010-053-00, and 903-0010-054-00 (the “Annexation Property”).

Section 53329.6 of the Act provides that a Unanimous Approval constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of the California Constitution, including, but not limited to, Articles XIII A and XIII C.

In order to comply with Section 53339.8 of the Act, and having determined that the public convenience and necessity require that territory be added to the CFD, this City Council wishes to determine that the Annexation Property is added to the CFD.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LIVERMORE AS FOLLOWS:

Section 1. Recitals Correct. The foregoing recitals are true and correct.

Section 2. Determination Regarding the Annexation of the Annexation Property. This City Council hereby determines that, having received an executed 575
3 RESOLUTION NO. ________
Unanimous Approval by the owner of the Annexation Property, the Annexation Property is added to the CFD.

Section 3. Notice of Annexation. This City Council hereby orders and directs the City Clerk to record notice of the annexation pursuant to Section 3117.5 of the California Streets and Highways Code.

Section 4. Effective Date. This resolution shall take effect upon its adoption by this City Council.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly A. O’Toole
Deborah L. Elam Molly A. O’Toole
City Clerk Assistant City Attorney
Exhibit A – Unanimous Approval
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CITY COUNCIL STAFF REPORT ITEM NO. 6.11
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution determining that Parcel Map 11219, SMP 40, located south of Atlantis Street and Challenger Street is annexed to the City of Livermore Community Facilities District No. 2021-1 (Maintenance and Public Services).

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution determining that Parcel Map 11219, SMP 40, located south of Atlantis Street and Challenger Street is annexed to the City of Livermore Community Facilities District No. 2021-1 (Maintenance and Public Services) and directing the City Clerk to record the Notice of Annexation.

DECISION TYPE
Administrative

SUMMARY
The SMP 40 project, Parcel Map 11219, located south of Atlantis Street and Challenger Street, was conditioned to participate in a maintenance district to finance the maintenance of public infrastructure.

The property owner, Livermore Owner LP, is fulfilling this obligation by requesting annexation to Community Facilities District (CFD) No. 2021-1 (Maintenance and Public Services) (CFD No. 2021-1) and has provided the attached Unanimous Approval document that constitutes a unanimous vote by Livermore Owner LP, in favor of annexing their property into CFD No. 2021-1.

DISCUSSION
On July 12, 2021, City Council adopted Resolution 2021-129, approving the formation of CFD No. 2021- 1 and a future annexation area (Future Annexation Area) for CFD No. 2021-1 under the Mello-Roos Community Facilities Act of 1982 (Mello-Roos Act). At that meeting, a special election of qualified landowner electors in CFD No. 2021-1 was held at which at least two-thirds of the electors voting approved the levy of the special tax in the original boundaries of CFD No. 2021-1 and an appropriations limit for CFD 2021-1.
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Subsequently, on July 26, 2021, City Council adopted Ordinance No. 2126, to levy special taxes within CFD No. 2021-1, including any parcels that annex into CFD No. 2021-1. The Future Annexation Area was established for CFD No. 2021-1 to create a streamlined process for projects to annex into CFD No. 2021-1 and contribute maintenance funds for the public amenities and/or infrastructure.

The Future Annexation Area coincides with the City limits. Parcels within the Future Annexation Area may annex into CFD 2021-1 without any requirement for further public hearings or additional proceedings if their owners execute a unanimous approval (Unanimous Approval), which under the Mello-Roos Act constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of California law.

CFD No. 2021-1 was formed to provide funding for all direct and incidental costs related to providing for the maintenance of public infrastructure within the area of the CFD, the future annexation area, and areas adjacent to or in the vicinity of such areas. More specifically, the services shall include but are not limited to:
maintenance and lighting of parks, parkways, streets roads, and open space, flood and storm protection services, and
other public services authorized to be funded under Section 53313 of the California Government Code.

Costs for CFD No. 2021-1 administration, as well as Alameda County’s costs to collect the special taxes, will also be paid with special taxes levied in CFD No. 2021-1.

The SMP 40 project, Parcel Map 11219, is located within the Future Annexation Area. The conditions of approval for the project require the property owner to participate in a maintenance district to finance the maintenance of public infrastructure. The property owner, Livermore Owner LP, is fulfilling this obligation by requesting annexation to Community Facilities District No. 2021-1 and has executed the attached Unanimous Approval. Unanimous Approval constitutes a unanimous vote by Livermore Owner LP, in favor of annexing their property to CFD No. 2021-1 and the annual levy of special taxes according to the rate and method of apportionment of the special tax (RMA).

To complete the annexation process for the SMP 40 project, Parcel Map 11219, the City Council is asked to consider adopting a resolution determining that the property is annexed to CFD No. 2021-01.

Adoption of the resolution will annex the project as Tax Zone 2 within the CFD No. 2021-1 and direct the City Clerk to record a notice of the annexation with the Alameda County Recorder. Attachment 1 shows a map of the CFD No. 2021-1 boundary with all tax zones created to date. This map will be updated as new tax zones are annexed into CFD No. 2021-1.

FISCAL AND ADMINISTRATIVE IMPACTS
The City will administer CFD No. 2021-1 on an annual basis and will budget for, and manage, the necessary maintenance, operation, and administration. All related expenditures will be paid by the City with special taxes collected in CFD No. 2021-1.

With this annexation, the SMP 40 Parcel Map 11219 project becomes Tax Zone 2 in CFD No. 2021-1.

The FY 2025-26 Special Tax Requirement Max Cap for Zone 2 is estimated at $68,211, an average of 599
$1,616 per acre as shown in Table 2 of Exhibit A to the Resolution. The max cap for Tax Zone 2 will increase on July 1, 2026, and annually each July 1 thereafter, based upon the prior calendar year’s change in the Consumer Price Index – All Urban Consumers (San Francisco-Oakland- San Jose, CA) plus one percent (CPI + 1%).

Future annexations will be numbered sequentially as distinct tax zones. Each new zone will be assessed separately, based on their pro-rata share of the maintenance funds for the Isabel Neighborhood Specific Plan public infrastructure and amenities.

COMMUNITY PILLAR
2: Economy That Prospers
GOAL
5: Facilitate the development of commercial and industrial projects that provide high-quality local jobs and support a diverse local economy

ATTACHMENTS

1. CFD 2021-1 Tax Zone Map

2. Resolution

3. Exhibit A - Unanimous Approval
Prepared by: Jarrett Rasmussen
Associate Civil Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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ATTACHMENT 1
601
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION DETERMINING THAT PARCEL MAP 11219, SMP 40,

LOCATED SOUTH OF ATLANTIS STREET AND CHALLENGER

STREET IS ANNEXED TO THE CITY OF LIVERMORE COMMUNITY
FACILITIES DISTRICT NO. 2021-1 (MAINTENANCE AND PUBLIC

SERVICES)
The City of Livermore (the “City”) is a general law city organized and existing under the Constitution and the law of the State of California.

Under the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code the "Act"), this City Council is authorized to establish a community facilities district and to act as its legislative body.

This City Council previously undertook the following proceedings to establish the City of Livermore Community Facilities District No. 2021-1 (Maintenance and Public Services) (the “CFD”) and a future annexation area for the CFD (the “Future Annexation Area”) pursuant to the Act for the purpose of levying a special tax (the “Special Tax”) to finance certain municipal services (the “Services”) as provided in the Act:
(i) this City Council adopted Resolution No. 2021-129, entitled “A Resolution Forming a Community Facilities District and a Future Annexation Area, and Authorizing and Directing Actions Related Thereto” (the “Resolution of Formation”), pursuant to which it established the CFD and the Future Annexation Area and authorized the levy of the Special Tax according to the rate and method of apportionment of special tax (the “Rate and Method”) set forth in Exhibit B of the Resolution of Formation and an appropriations limit, subject to an election within the CFD on the propositions of levying the Special Tax and establishing the appropriations limit;
(ii) this City Council caused a map of the proposed boundaries of the CFD and the Future Annexation Area to be recorded in the Alameda County Recorder’s Office on June 7, 2021, at 2:20 p.m., in Book 19 of Maps of Assessment and Community Facilities Districts at Pages 20-21, and, in the Resolution of Formation, this City Council approved the boundaries shown in the map as the boundaries of the CFD and the Future Annexation Area;
(iii) on July 12, 2021, a special election was held among the landowner voters within the CFD at which such voters approved the levy of the Special Tax in accordance with the Rate and Method and the appropriations limit by the twothirds vote required by the Act, which approval was confirmed by Resolution No. 2021-131, entitled “A Resolution Declaring Results of a Special Landowner 602
2 RESOLUTION NO. ________
Election for a Community Facilities District, Directing Recording of a Notice of Special Tax Lien, and Authorizing and Directing Actions Related Thereto”; and (iv) on July 26, 2021, this City Council adopted its ordinance No. 2126, entitled “An Ordinance Levying a Special Tax Within City of Livermore Community Facilities District No. 2021-1 (Maintenance and Public Services)”, pursuant to which this City Council authorized and levied the Special Tax within the CFD (including any parcel or parcels in the Future Annexation Area that annex into the CFD) pursuant to the Act, at the rate and in accordance with the Rate and Method, as such Rate and Method may be supplemented in connection with annexations of any parcel or parcels in the Future Annexation Area into the CFD.

In the Resolution of Formation, and in accordance with Section 53339.7 of the Act, this City Council resolved that parcels within the Future Annexation Area shall be annexed to the CFD only with the unanimous approval (each, a “Unanimous Approval”) of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings.

Section 53339.8 of the Act provides that upon a determination by the legislative body that the area proposed to be annexed is added to the existing community facilities district, the clerk of the legislative body shall record notice of the annexation pursuant to Section 3117.5 of the Streets and Highways Code.

This City Council has been provided with a Unanimous Approval, which Unanimous Approval is attached hereto as Exhibit A, executed by the owner of certain property in the Future Annexation Area that is identified as Assessor’s Parcel Number(s) 904 -0010-002-10 (the “Annexation Property”).

Section 53329.6 of the Act provides that a Unanimous Approval constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of the California Constitution, including, but not limited to, Articles XIII A and XIII C.

In order to comply with Section 53339.8 of the Act, and having determined that the public convenience and necessity require that territory be added to the CFD, this City Council wishes to determine that the Annexation Property is added to the CFD.

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

Section 1. Recitals Correct. The foregoing recitals are true and correct.

Section 2. Determination Regarding the Annexation of the Annexation Property. This City Council hereby determines that, having received an executed Unanimous Approval by the owner of the Annexation Property, the Annexation Property is added to the CFD.
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Section 3. Notice of Annexation. This City Council hereby orders and directs the City Clerk to record notice of the annexation pursuant to Section 3117.5 of the California Streets and Highways Code.

Section 4. Effective Date. This resolution shall take effect upon its adoption by this City Council.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly A. O’Toole
Deborah L. Elam Molly A. O’Toole
City Clerk Assistant City Attorney
Exhibit A – Unanimous Approval
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CITY COUNCIL STAFF REPORT ITEM NO. 6.12
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution adding the Arroyo Vista Base Repairs Project SM202629 to the 2025-2030 Capital Improvement Plan and authorizing allocations of $400,000 of County Measure BB - Local Streets & Roads (Fund 552) in Fiscal Year 2025-26.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution adding the Arroyo Vista Base Repairs Project SM202629 to the 2025-30 Capital Improvement Plan and allocating $400,000 of County Measure BB - Local Streets & Roads (Fund 552) to the FY 2025-26 budget of the Arroyo Vista Base Repairs Project SM202629.

DECISION TYPE
Administrative

SUMMARY
The proposed Arroyo Vista Base Repairs Project SM202629 will perform base repairs and resurface damaged street sections in the frontage areas of Arroyo Vista Tracts 8714 and 8689 along Las Positas Road, Arroyo Vista, and Bennett Drive as shown in Attachment 1. Staff recommends establishing and allocating funding for a new project to complete the necessary repairs, as they exceed the scope of work assigned to the developer for this area. Having the developer complete these base repairs prior to resurfacing the street will significantly reduce future maintenance costs. The project will be funded by County Measure BB - Local Streets & Roads Funds.

DISCUSSION
On July 24, 2017, the City Council approved Vesting Tentative Tract Map 8379 (SUB16-010) and the conditions of approval for the Arroyo Vista development, consisting of 435 residential units in two phased maps as shown in Attachment 1. The first phase of the tentative map, Tract 8379, consists of 86 single family homes and 109 townhome units, and is located on the west side of the Arroyo Seco Channel along Las Positas Road. The second phase of the tentative map Tract 8689 consists of 108 duet flat 624
homes and 132 townhome units and is located on the east side of the Arroyo Seco Channel along Las Positas Road. City Council approved final Tract Map 8379 on February 12, 2024, and Tract Map 8689 on September 9, 2024. On July 14, 2025, the City Council approved Tract 8714 as a remapping of Tract Map 8379, which included the widening of certain private alleys to support increased building heights requested by the developer.

During construction of the offsite improvements for Tracts 8714 and 8689, staff observed that the roadway frontages associated with these tracts, located along Las Positas Road, Arroyo Vista, and Bennett Drive, are in deteriorated condition and require base repairs. The project was originally conditioned in 2017 to include micro surfacing and restriping along the frontage. However, the roadway condition has progressively declined over time to the extent that additional base repairs are now necessary to ensure the effectiveness of the micro surfacing and achieve a more durable final roadway condition. Since these improvements extend beyond the developer’s original conditions of approval, the developer qualifies for Traffic Impact Fee reimbursements totaling $400,000 for this project. The project will consist of about 35,130 square feet of base repair along with traffic control and temporary striping in the work areas. The project will extend the life of the road asset and improve public safety by eliminating road hazards.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding for the Arroyo Vista Base Repairs Project SM202629 will come from County Measure BB - Local Streets & Roads Fund 552 in FY 2025-26 which will allow for construction to commence this year. As shown in Attachment 2, total project costs are estimated to be $400,000. The project will extend the life of the road asset and future maintenance will be performed and funded by the City’s Pavement Repair program.

COMMUNITY PILLAR
5: A City That Works
GOAL
14: Develop, operate, and maintain the City's infrastructure

ATTACHMENTS

1. Vicinity Map

2. CIP Book Page

3. Resolution
Prepared by: Jarrett Rasmussen
Associate Civil Engineer
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Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions. 4,000 Livermore IT, GIS Services
666.7
1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 0 666.7 Feet Notes 333.33 627
Fund FY2024-25 FY2025-26 FY2026-27 FY2027-28 FY2028-29 FY2029-30 FY2030-45 Total Measure BB -
Local Streets and
Roads
$0 $400,000 $0 $0 $0 $0 $0 $400,000
TOTAL $0 $400,000 $0 $0 $0 $0 $0 $400,000

PROJECT

FUNDING

ARROYO VISTA BASE REPAIRS PROJECT
Project No.: SM202629
COMMUNITY PILLAR: A City That Works
Arroyo Vista, Las
Positas Rd, and
Bennett Dr Project Description:

Project Justification:

O&M COST ASSUMPTIONS: There will
be no additional O&M costs associated
with this project.

FUNDING: Project funding comes from
Measure BB - Local Streets and Roads.

This project will perform base repairs along Las
Positas Road, Arroyo Vista, and Bennett Drive
with Trumark Tracts 8714 and 8689. During
construction of the offsite improvements for
Tracts 8714 and 8689, City staff noted that the
roadway frontages are in poor condition and
require base repairs. As these improvements
go beyond the Developer’s original conditions
of approval, the developer is eligible for TIF
reimbursements of $400,000 for this project,
which also covers associated administration
and inspection expenses.

This project seeks to restore the roadway along Las Positas Road, Arroyo Vista, and Bennett Drive from traffic related damage.

GOAL: 14: Develop, operate, and
maintain the City’s infrastructure.

CAPITAL IMPROVEMENT PLAN
Street Maintenance
FY 2025-2030 CAPITAL IMPROVEMENT PLAN

PROJECT LOCATION
ATTACHMENT 2
628
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ADDING THE ARROYO VISTA BASE REPAIRS
PROJECT TO THE 2025-2030 CAPITAL IMPROVEMENT PLAN AND
AUTHORIZING ALLOCATIONS OF $400,000 OF COUNTY MEASURE BB – LOCAL STREETS & ROADS (FUND 552) IN FISCAL YEAR 2025-26 (Arroyo Vista Base Repairs Project SM202629)
The Arroyo Vista Base Repairs Project will consist of base repairs being performed on sections of Las Positas Road, Arroyo Vista, and Bennett Drive along the frontage of Tracts 8714 and 8689. The base repairs will extend the life of the road asset and improve public safety by eliminating road hazards.

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

1. Approves adding Arroyo Vista Base Repairs Project SM202629 to the 2025- 2030 Capital Improvement Plan; and

2. Authorizes allocating $400,000 in County Measure BB – Local Streets & Roads Fund 552 to the FY 2025-26 budget of the Arroyo Vista Base Repairs Project SM202629.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
City Clerk Acting City Attorney
629
CITY COUNCIL STAFF REPORT ITEM NO. 6.13
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing an agreement between City of Livermore and The Alliance for Community Wellness dba La Familia to allocate $350,000 in Opioid Settlement Funds for predevelopment costs of a substance use disorder treatment facility located at 16459 Tesla Road in the unincorporated county.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager, or her designee, to execute an agreement between the City of Livermore and The Alliance for Community Wellness dba La Familia to allocate $350,000 in Opioid Settlement Funds for predevelopment costs of a substance use disorder treatment facility located in the unincorporated county area at 16459 Tesla Road.

DECISION TYPE
Administrative

SUMMARY
The City has received $375,381 in opioid settlement funds through participation in national litigation against pharmaceutical distributors and manufacturers. Staff recommends allocating $350,000 to support predevelopment and development costs for a 16-bed substance use disorder (SUD) treatment facility at 16459 Tesla Road, led by The Alliance for Community Wellness dba La Familia.

The project supports the City's goal of expanding low-cost, accessible substance use treatment for residents and aligns with state requirements and opioid settlement remediation goals. La Familia secured $7.6 million in State Behavioral Health Continuum Infrastructure Program (BHCIP) funding for acquisition and construction. The facility will expand the County's behavioral health continuum, serving over 1,400 clients annually across sobering, withdrawal management, and treatment programs.

Predevelopment work is underway, with construction starting in March 2026 and operations projected to begin in July 2027. Long-term sustainability will be supported by Alameda County Behavioral Health through a 30-year commitment and Medi-Cal reimbursement. 630

DISCUSSION
In April 2023, the City Council authorized participation in the 2021 nationwide opioid settlements, resolving litigation against McKesson, Cardinal Health, AmerisourceBergen, Janssen Pharmaceuticals, Inc., and Johnson & Johnson. These settlements will distribute up to $21 billion from the Distributors over 18 years and $5 billion from Johnson & Johnson over nine years.

On July 22, 2024, the City Council adopted Resolution No. 2024-137, authorizing the City Manager to execute documentation for the Kroger settlement. The Council also ratified participation in pharmacy chain settlements and authorized the City Manager to exercise discretion in joining future agreements.

As of July 2025, the City's opioid settlement fund balance is $375,381.

In addition to the remediation activities outlined in the settlement agreements, California has identified five High Impact Abatement Activities (HIAA) to guide local investment:

1. Matching funds for operating costs of SUD facilities within BHCIP

2. Development or expansion of SUD treatment infrastructure

3. Services for communities of color and vulnerable populations disproportionately impacted by SUD

4. Justice system diversion programs, including training for first responders and implementation of best practices in outreach, harm reduction, and restorative justice

5. Preventive interventions for vulnerable youth
In July 2023, La Familia was awarded $7.6 million in BHCIP funding from the State for acquisition, renovation, and construction of the facility. The center will provide licensed, high-quality care in a therapeutic environment and expand the County's continuum of services:

Program Component Beds Added
Proposed Annual Clients
Served
Sobering Center 4 1241
Withdrawal Management 4 176
Treatment Program 8 54
In spring 2025, La Familia retained Kier+Wright Civil Engineers and DLR Architect Group. Both have extensive experience in Alameda County. The completed assessments include:
3D imaging of the property, septic and water system analyses Structural review of the private bridge on the property Flood zone analysis to inform planning
Located within unincorporated Alameda County, the facility will undergo an entitlement process in coordination with County staff. Use permits are expected to be finalized and submitted by November, with development plans completed by February. These steps will set the stage for all predevelopment activities to conclude by February 2026. Construction and development will then proceed, with completion anticipated by May 2027. By July 2027, the facility will officially open, initiating operations and delivering vital services to the community.

Operational support will be anchored by Alameda County Behavioral Health through a 30-year commitment. Programs will be sustained through Medi-Cal reimbursement and County Behavioral Health 631
investments.

Staff recommends allocating $350,000 from the City's opioid settlement funds to support predevelopment and development costs for this16-bed SUD treatment facility at 16459 Tesla Road. This project aligns with both opioid remediation goals and HIAA criteria.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding from the opioid settlement has been incorporated into the approved budgets for Fiscal Years 2025-26 and 2026-27 under Fund 241. Revenue is derived from payments received through various legal settlements related to the opioid crisis. The Housing and Human Services division will oversee the administration of these funds, including disbursement and compliance reporting.

COMMUNITY PILLAR
1: A Safe Community That Thrives

GOAL CATEGORY
8: Expand and improve access to human services

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement
Prepared by: Shelly Haynes
Management Analyst
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
632
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER, OR HER

DESIGNEE, TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF

LIVERMORE AND THE ALLIANCE FOR COMMUNITY WELLNESS
DBA LA FAMILIA TO ALLOCATE $350,00 IN OPIOID SETTLEMENT FUNDS (FUND 241) FOR PREDEVELOPMENT COSTS OF A

SUBSTANCE USE DISORDER TREATMENT FACILITY LOCATED IN
THE UNINCORPORATED COUNTY AREA AT 16459 TESLA ROAD.

The City has received $375,381 in opioid settlement funds through participation in national litigation against pharmaceutical distributors and manufacturers. Staff recommends allocating $350,000 to support predevelopment and development costs for a 16-bed substance use disorder (SUD) treatment facility at 16459 Tesla Road, led by The Alliance for Community Wellness dba La Familia. The project supports the City’s goal of expanding low-cost, accessible substance use treatment for residents and aligns with state and opioid settlement remediation goals.

La Familia secured $7.6 million in State Behavioral Health Continuum Infrastructure Program (BHCIP) funding for acquisition and construction. The facility will expand the County’s behavioral health continuum, serving over 1,400 clients annually across sobering, withdrawal management, and treatment programs. Predevelopment work is underway, with construction starting in March 2026 and operations projected to begin in July 2027. Long-term sustainability will be supported by Alameda County Behavioral Health through a 30-year commitment and Medi-Cal reimbursement.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that the City Manager, or her designee, is authorized to execute an agreement between the City of Livermore and The Alliance for Community Wellness dba La Familia to allocate $350,00 in Opioid Settlement Funds (Fund 241) for predevelopment costs of a substance use disorder treatment facility located in the unincorporated county area at 16459 Tesla Road.

On motion of Council Member __________, seconded by Council Member _____________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
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2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ _/s/ Daniel Gonzales_______________ Deborah L. Elam Daniel Gonzales
City Clerk Deputy City Attorney
Exhibit A – Standard Services Agreement between the City of Livermore and The Alliance for Community Wellness dba La Familia
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AGREEMENT BETWEEN CITY OF LIVERMORE
AND

THE ALLIANCE FOR COMMUNITY WELLNESS DBA LA FAMILIA
FOR FISCAL YEAR 2025-2026
THIS AGREEMENT, entered into this _____ day of ______________, 20___, between the City of Livermore, a municipal corporation ("City"), and The Alliance for Community Wellness, dba La Familia, a California non-profit corporation ("Recipient”).

RECITALS
In April 2023, the Council provided directions to join the 2021 nationwide opioid settlements. The settlements were reached to resolve all opioids litigation brought by states and local political subdivisions against the three largest pharmaceutical distributors—McKesson, Cardinal Health, and AmerisourceBergen (“Distributors”)—and against manufacturer Janssen Pharmaceuticals, Inc. and its parent company Johnson & Johnson. These “2021 National Settlements” have been finalized, and payments have already begun. In all, the Distributors will pay up to $21 billion over 18 years, and J&J will pay up to an additional $5 billion over no more than nine years.

As of May 31, 2025, The City has received approximately $359,000 in opioid settlement funds (the “Funds”). The Funds are expected to be distributed through 2038.

California has designated a set of five High Impact Abatement Activities (HIAA) for the settlement funds:
• Provision of matching funds or operating costs for substance use disorder (SUD) facilities with an approved project within the Behavioral Health Continuum Infrastructure Program. • Creating new or expanded SUD treatment infrastructure. • Addressing the needs of the communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD.
• Diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction.
• Interventions to prevent drug overdose in vulnerable youth.

In July 2023, the State awarded Recipient $7.6 million in Behavioral Health Continuum Infrastructure Program funds to purchase, renovate, and develop a SUD facility located at 16459 Tesla Road. This facility will include 16 SUD treatment beds. This facility is meant to serve TriValley residents, with operating funds being secured through a 30-year contract with Alameda County Behavioral Health.

The City and Recipient wish to enter into an agreement to allocate the Funds to Recipient for Activities performed from July 1, 2025, through June 30, 2027. City and Recipient understand that the Funds shall be administered consistent with the procedures, standards, regulations, and guidelines for the National Opioid Settlement program, including the laws and orders applicable Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
635
to such programs.

AGREEMENT
NOW THEREFORE, in recognition of the mutual consideration provided herein, City and Recipient hereby agree that the aforementioned recitals are true and correct and further agree as follows:

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

2. Scope of Service.

A. Activities. Recipient is responsible for administering the Funds in a manner satisfactory to City, and consistent with the State’s standards, terms, and conditions imposed by the HIAA.
i) Eligible Activities: The Project will include the following activities eligible under the Program: creating new or expanded SUD treatment infrastructure (“Project”). ii) Project and Program Delivery: Recipient shall comply with the goals and performance standards as defined below and outlined in the Program Scope of Work attached as Exhibit “A”, as well as comply with all applicable laws, rules, ordinances, and regulations.
iii) Project Objective: Provide SUD Treatment services to the Tri-Valley community. (“Activities”).
iv) General Administration: The Funds for the Activities are to be administered under the direction of the Recipient’s Chief Executive Officer and shall comply with the procedures, standards, regulations, and guidelines for the program, including the laws and orders applicable to such programs.

B. Budget. City will grant, and Recipient will use, the Funds awarded pursuant to budget terms set forth in Exhibit “A”, to perform the Activities and Project consistent with the terms and conditions of this Agreement, the Program, and any conditions imposed upon the Program.

C. Performance Monitoring. City will monitor Recipient’s performance against goals and performance standards as outlined in the Program Scope of Work in Exhibit “A”.

Substandard performance as determined by City will constitute non-compliance with this Agreement.

3. Time for Performance. Recipient shall commence the Activities on July 1, 2025, and Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
636
continue the Activities through June 30, 2027.

4. Payment. It is expressly agreed and understood that the total amount available from City to Recipient for the Activities under this Agreement shall not exceed the amount of $350,000 under the budget terms set forth in Exhibit “A. Even though the Funds are available, Recipient shall only be entitled to draw that portion of the Funds commensurate with the Activities provided.

City shall only make payments for those Activities that comply with the terms and conditions of this Agreement.

5. Hold Harmless and Indemnity. To the fullest extent permitted by law, Recipient shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation attorney’s fees and costs and fees of litigation) (collectively “Liability”) of every nature arising out of or in connection with Recipient’s performance of the services, projects, and activities contemplated by this Agreement, or in connection with Recipient’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Recipient’s obligations to hold harmless, indemnify, and defend shall not be excused because of Recipient’s inability to evaluate Liability or because Recipient evaluates Liability and determines that Recipient is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Recipient must respond within 30 days to the tender of any claim for defense and indemnity by the City.

6. Insurance. Recipient shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Activities. Upon reasonable written notice, Recipient shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by the City’s Risk Manager.

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

8. Notices. Any notice required or permitted under the terms of this Agreement shall be effective upon receipt in writing either by personal service upon the authorized agent for the party, or by mailing the notice via U.S. Mail to the party as follows:

Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
637
City: City of Livermore
Attn: Josh Thurman, Human Services Program Manager
1052 Livermore Avenue
Livermore, California 94550
Recipient: The Alliance for Community Wellness
Attn: Aaron Ortiz
24301 Southland Drive, Ste 300
Hayward, CA 94545

9. Severability. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect.

10. Waiver. City’s failure to act with respect to a breach by Recipient does not waive its right to act with respect to subsequent or similar breaches. The failure of City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

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

12. Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Activities. Any modification to this Agreement must be in writing and signed by both parties. No amendment may invalidate this Agreement or relieve or release City or Recipient from its obligations under this Agreement.

City may, in its discretion, amend this Agreement in writing to conform with Federal, State, or local laws, regulations, guidelines, or policies related to the use of the Funds for the Activities.

However, if such amendments result in a change in the funding, the scope of services, or the Activities, such modifications shall be incorporated only by written amendment signed by both City and Recipient. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by City may be used in place of the original for all purposes with the same effect as if it was the original.

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

14. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
638
which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes. ****************SIGNATURES AND ATTACHMENT LIST ON NEXT PAGE**************** Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
639
IN WITNESS THEREOF, the Recipient and City have executed this Agreement as of the date first written above.

RECIPIENT
“Recipient”
BY: ___________________________ DATED: _______________
Aaron Ortiz
Chief Executive Officer
Unique Entity Identifier (UEI)
VMLMCNFCATT7

CITY OF LIVERMORE
a Municipal Corporation
“City”
BY: __________________________ DATED: _______________
Marianna A. Burch
City Manager
APPROVED AS TO FORM:
______________________________
Deputy/Assistant/Senior Assistant/City Attorney
Attachments:

Exhibit A Program Scope of Work and Budget
Exhibit B Insurance Requirements
Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26 8/6/2025 | 4:50 PM PDT

EXHIBIT A
640

EXHIBIT A

PROGRAM SCOPE OF WORK & BUDGET
Fiscal Year: 2025-2027
Agency Name: The Alliance for Community Wellness
Contract Period: July 1, 2025 – June 30, 2027
Contract Amount: $350,000.00
Funding Overview:

Funding for development of state-of-the-art substance use treatment facility located at 16459 Tesla Road. Services will include residential treatment, medical detox, and sobering facility for Tri-Valley residents.

Program Description:

Predevelopment and Development Activities, including but not limited to:
• Architecture and Other Reports
• Civil
• Survey Expenses
• Legal Fees
• Planning and Permitting Application Fees
• Project Management
Project Goals:

Predevelopment activities will be completed by February 28, 2026.

Development activities will be completed by May 31, 2027.

The facility will be open for operation by July 1, 2027.

Budget:

Line Item Amount
Predevelopment and Development Costs $350,000
Total Amount $350,000
Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
641
Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
642
Docusign Envelope ID: 50F53AD2-0DB8-4FCE-A1C3-72DC9B224A26

EXHIBIT A
643
CITY COUNCIL STAFF REPORT ITEM NO. 6.14
DATE: September 8, 2025
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing execution of an agreement with Blair, Church & Flynn Consulting Engineers, in an amount not-to-exceed $289,400 and a term ending December 31, 2029, to provide design and construction support services for the City Fleet Electrification, Phase 2 Project BL202514.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with Blair, Church & Flynn Consulting Engineers (BCF), in an amount not-to-exceed $289,400 and a term ending December 31, 2029, to provide design and construction support services for the City Fleet Electrification, Phase 2 Project BL202514.

DECISION TYPE
Administrative

SUMMARY
The City Fleet Electrification, Phase 2 Project BL202514 involves installing approximately 100 electric vehicle charging ports in City parking lots at City Hall, the Water Reclamation Plant, the Maintenance Service Center, the Police Building, and the Airport. The planned installation includes (96) Level 2 chargers and (4) Level 3 - DC Fast Chargers. Attachment 1 shows the locations where the chargers will be installed. This agreement with BCF, in an amount not-to-exceed $289,400, provides design and engineering construction support services for the project including site survey, permitting assistance, civil, structural, electrical, permitting assistance, cost estimating, commissioning, and construction support. A California Energy Commission grant funds nearly 50% of the project costs.

DISCUSSION
This project involves the installation of approximately 100 electric vehicle charging ports in City parking lots. The proposed distribution of these charging ports across the City is listed below:
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City Hall: (18) Level 2 and (1) Level 3 (DCFC) charger; Water Reclamation Plant: (24) level 2 and (1) level 3;
Maintenance Service Center: (22) level 2 and (1) level 3; Police Building: (28) level 2 and (1) level 3; and
Airport: (4) level 2.

In addition to the installation of the EV Chargers and supporting electrical infrastructure, the project includes minor parking layout modifications. Part of the project includes demolition of the Barn on Pacific Avenue next to City Hall. This location will accommodate 17 of the 19 planned charging spaces. The remaining two charging spaces will be located directly across from the former Barn site. The Barn is a maintenance liability, does not comply with ADA standards, and therefore has limited use. According to an evaluation commissioned by LARPD, the Barn does not have historical significance.

Nearly 50% of the project cost is funded by a $1.6 million California Energy Commission grant. The City Council approved the grant agreement on June 9, 2025.

In the spring of 2025, City staff issued a request for proposals for engineering services related to City Fleet Electrification, Phase 2 Project BL202514. The City received 14 responses to the RFP, and BCF was ranked as the most qualified firm based on technical competence, relevant experience, and reasonable fees.

This project will help implement City fleet electrification. The Phase 1 project involved installing two solarpowered electrical vehicle charging stations in City employee parking lots. A DOE EECBG grant funded these costs. Phase 1 also included installing two Tesla Chargers in the Police Building employee parking lot. When applicable, the City's Fleet Division is replacing vehicles that have reached the end of their service lives with electric vehicles.

Municipal fleet electrification offers local governments important economic benefits, such as lower lifecycle costs and reduced vulnerability to fuel price volatility. California regulations also encourage this transition. Deploying electric vehicles in municipal fleets benefits the local population through the use of clean electricity as fuel, helping to reduce criteria air pollutants and greenhouse gas emissions. This project supports the City's Climate Action Plan objectives.

In addition to these benefits, California’s regulatory environment, most notably the Advanced Clean Fleets (ACF) Rule, provides strong incentives for fleet electrification. The ACF Rule requires that state and local government fleets ensure 50% of new vehicle purchases are zero-emission vehicles (ZEVs) beginning in 2024, moving to full compliance by 2027. These policies are designed to align with broader state objectives, such as the mandate that all new passenger vehicles be zero-emission by 2035. By electrifying municipal fleets, local communities gain from cleaner energy sources that significantly reduce both greenhouse gas emissions and harmful air pollutants relative to gasoline or diesel vehicles, improving public health and helping cities meet their climate targets. Shifting to ZEVs is a key component of California’s path toward carbon neutrality by 2045.

FISCAL AND ADMINISTRATIVE IMPACTS
The budget for the City Fleet Electrification, Phase 2 Project BL202514 in the 2025-2030 Capital Improvement Plan covers the cost of this $289,400 agreement and other project costs including construction, change orders, construction management, project management, and materials testing. 645
Project funding sources include a $1.6 Million CEC Grant, CIP Reserves - Fleet, Fleet & Equipment Services Funds, and Wastewater Replacement Funds.

The total fee of $289,400 represents approximately 10.3% of the estimated construction cost of $2.8 Million, which is typical for design and engineering construction support services for a project of this scope. The estimated total budget for this project is $3.36 Million which covers design, permit fees, construction, change orders, materials testing, construction management, and project management.

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

GUIDING DOCUMENTS
Fiscal Year 2025-2030 5-Year Capital Improvement Plan
City's Climate Action Plan

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Agreement
Prepared by: Farnoush Levers
Assistant City Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS, IN AN AMOUNT NOT-TO-EXCEED $289,400 AND A TERM ENDING DECEMBER 31, 2029, TO

PROVIDE DESIGN AND CONSTRUCTION SUPPORT SERVICES FOR THE CITY FLEET ELECTRIFICATION, PHASE 2
(PROJECT BL202514)
The City of Livermore (“City”) Fleet Electrification, Phase 2 Project BL202514 involves the design and construction of 100 electric vehicle charging ports in City parking lots at City Hall, the Water Reclamation Plant, the Maintenance Service Center, the Police Building, and the Airport.

This agreement with Blair, Church & Flynn Consulting Engineers, in an amount not-toexceed $289,400, provides engineering design and construction support services for the project and includes topographic survey, electrical, civil, and structural engineering, permitting assistance, landscape and irrigation design, cost estimating, commissioning, and construction support.

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

1. Authorizes the City Manager to execute a professional services agreement with Blair, Church & Flynn Consulting Engineers, attached hereto as Exhibit A, in an amount not-toexceed $289,400, and a term ending December 31, 2029, to provide design and construction support services for the City Fleet Electrification, Phase 2 Project BL202514.

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 8, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
City Clerk Acting City Attorney
Exhibit A - Agreement
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