Livermore City Council
September 14, 2026

SECOND AMENDMENT TO THE LIVERMORE-PLEASANTON FIRE DEPARTMENT JOINT

POWERS AUTHORITY

AGREEMENT FOR LEGAL SERVICES
(Advisory and/or Litigation Services)
This Amendment is entered into on this day of , 2026, by and between the LivermorePleasanton Fire Department Joint Powers Authority, a Joint Powers Authority (“LPFD”), and Stoel Rives LLP, a California Limited Liability Partnership (“Attorney”).

Recitals
This Amendment is based on the following facts:

A. On November 13, 2024, LPFD and Attorney entered into an Agreement for Legal Services (“Agreement”).

B. On March 24, 2026, LPFD and Attorney amended the Agreement to increase the total amount payable from $200,000 to $400,000 (“First Amendment”).

C. LPFD and Attorney desire to amend the Agreement to increase the total amount payable from $400,000 to $1,000,000.

Agreement
NOW, THEREFORE, the parties agree as follows:

1. Section 3 of the Agreement (“Compensation”) is amended to read as follows:

COMPENSATION. LPFD shall compensate Attorney for Services rendered at the hourly rates set forth in Exhibit A to the Agreement. Those hourly rates include all secretarial time, word processing, local telephone costs, time for preparing bills and other general overhead, unless provided otherwise in Exhibit A. Travel time spent commuting to any meeting, appearance, or to attend any other matter related to the Services shall be billed at fifty percent (50%) of the applicable hourly rate (with no separate charge for mileage). All time will be charged by the Attorney in increments of 1/10 of an hour (i.e., six-minute units). The rate structure in general, or the rates of attorneys of particular levels of experience, may be increased or altered from time to time, after written notice to, and approval by, LPFD. No such change shall affect the Services provided under this Agreement.

The total amount payable under this Agreement for Services shall not exceed $1,000,000 without the prior written approval of LPFD. LPFD will reimburse expenses incurred by Attorney in performing the services under this Agreement, as follows:
a. Photocopying at no more than $.10 per page.
b. Computerized legal research at the actual amount charged to Attorney (verification to be attached to invoice).
c. Statutory fees, witness fees, reporter’s per diem costs, stenographic transcription, service of process fees, courier fees and other charges directly related to the services rendered.

Attorney agrees to send LPFD an itemized invoice monthly, including work performed and expenses. Attorney will send invoice with a cover page showing only a summary of the hours 








  


 

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and amount billed. LPFD agrees to pay Attorney within thirty days. Attorney agrees to provide its Federal Tax Identification Number to facilitate tax reporting.

2. All other terms and conditions of the Agreement shall remain in full force and effect.

ATTORNEY (Stoel Rives LLP)
By:

Nicole E. Granquist

LPFD
_________________________
Marianna Burch
City Manager for the City of Livermore in her
capacity as a Joint Executive Director

APPROVED AS TO FORM:

Kimberly Cilley
City Attorney, City of Livermore
APPROVED AS TO INSURANCE:

Jas Sidhu
Risk Manager
_________________________
Joe Calabrigo
Interim City Manager for the City of Pleasanton in his capacity as a Joint Executive Director APPROVED AS TO FORM:

Daniel G. Sodergren
City Attorney, City of Pleasanton









  


 

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CITY COUNCIL STAFF REPORT ITEM NO. 6.13
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Resolution authorizing the execution of an agreement with Monarch Technologies, Inc for business license and tobacco retail license services in an amount not to exceed $460,000, plus up to $1,000,000 for all accounts in the aggregate for discovery and audit services.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with Monarch Technologies, Inc (Monarch) for business license and tobacco retail license services in an amount not-to-exceed $460,000 for administration services and up to $1,000,000 in the aggregate for all accounts for discovery and audit services, limited to $250,000 per account, for a term of three years with two one-year renewal options.

SUMMARY
The City outsourced business license and tobacco retail license administration beginning in 2020. This agreement will allow the City to continue to outsource those services to Monarch Technologies, Inc for a term of three years.

DISCUSSION
The business license and tobacco retail license programs are an important customer service touch point with the City's business community and yield vital information and revenues. Business license tax provides roughly $10 million of General Fund revenue annually. The tobacco retail license program encourages responsible tobacco retailing and discourages violations of tobacco related laws, especially those that prohibit sale of tobacco products to minors. Monarch is anticipated to (1) improve customer service through use of the latest technologies and best practices, (2) increase revenues through business-friendly education and compliance practices, and (3) reduce the cost of business license administration due to economies of scale.

The business license and tobacco retail license services that Monarch provides fall into two categories.

The first category is administration services. Services in this category include new account, renewal, and payment processing. Businesses have access to Monarch license specialists via phone, email, mail, and 223
an online business support center. Licenses are valid for one calendar year, requiring a compact threemonth annual renewal process. Currently, the cyclical nature of the renewal process makes staffing difficult and negatively impacts customer service. Monarch’s business support center is staffed with multiple license specialists who will be able to absorb this peak renewal period while continuing to provide high quality customer service. This category of work will cost $15,000 for a one-time registration portal setup fee, and annual platform maintenance fee of $5,000, plus $15 per new registration or renewal account, subject to an annual hard cap of $145,000 per contract year, regardless of volume.

There is an option for two 1-year renewals with an annual price increase of 5% at the beginning of each term.

The second service category is discovery and audit services which will provide an opportunity to increase license revenue. Discovery services are designed to identify entities subject to licensure/taxation that are not currently registered or otherwise non-compliant. Audit services are designed to identify businesses that are registered but not properly reporting or paying the correct amounts. Monarch’s service is designed to increase revenues and compliance while maintaining a business-friendly education focused approach. The cost for discovery and audit services is 35% of any revenue received by City because of discovery and audit services until the Consultant has been paid $250,000 per account and $1,000,000 for all accounts in the aggregate. These services require written authorization from the Administrative Services Director prior to being initiated for any particular account in order for Monarch to be entitled to payment for these services to ensure City oversight of any discovery or audit services.

FISCAL AND ADMINISTRATIVE IMPACTS
The proposed not-to-exceed contract amount over a three-year term for license administration services is $460,000 and represents the fee of $15 per account. This cost accounts for the current level of approximately 8,000 licenses plus new licenses anticipated to be generated. License administration services provided include database management, business support center and processing of renewals, new accounts, and payments. Since the fee is based on the number of licenses processed each month, expenditures will rise/fall in line with revenues providing better matching of license revenue and expenditures by period throughout the fiscal year.

The proposed annual administration services cost of $145,000 is offset by savings of in-house expenditures including wages/benefits, software, postage and supplies. Monarch provides database management so maintenance of license software will not be a City responsibility. In addition, the discovery and audit services will provide an opportunity for increased revenue. This service is on a contingency fee basis with a cap of $250,000 per account and $1,000,000 for all accounts in the aggregate.

COMMUNITY PILLAR
5: A City That Works
GOAL
17: Ensure effective use of public resources.

ATTACHMENTS
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1. Resolution

2. Exhibit A - Professional Services Agreement with Monarch Technologies, Inc.

Prepared by: Martin Wong
Accounting Supervisor
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting 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 MONARCH TECHNOLOGIES, INC FOR BUSINESS LICENSE
AND TOBACCO RETAIL LICENSE SERVICES IN AN AMOUNT NOTTO-EXCEED $460,000 AND $250,000 PER ACCOUNT, UP TO $1,000,000 FOR ALL ACCOUNTS IN THE AGGREGATE, FOR

DISCOVERY AND AUDIT SERVICES, WITH A TERM OF THREE
YEARS
The Finance Division for the City of Livermore requires a consultant to provide certain business license and tobacco retail license services to the City of Livermore (“City”). The City’s business license and tobacco retail license programs are an important customer service touch point with the City’s business community and yield vital information and significant revenue.

Beginning in 2020, the City outsourced business license and tobacco retail license administration. Executing an agreement with Monarch Technologies, Inc (“Consultant”) will allow the City to continue outsourcing these business license and tobacco retail license services.

Pursuant to the proposed agreement, Consultant will provide business license and tobacco retail license services to the City, including administration services (i.e., processing business license applications, renewals, and payments), discovery services (i.e., identifying entities that are not in compliance with business license and tax requirements), and audit services (i.e., ensuring appropriate collection and remittance of local taxes and fees). The term of the proposed agreement is three years, with two, one year renewal options.

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

1. Authorizes the City Manager, or her designee, to execute a professional services agreement with Monarch Technologies, Inc, attached hereto as Exhibit A, for business license and tobacco retail license services, in an amount not-to-exceed $460,000 for administration services,$250,000 per account, and $1,000,000 for all accounts in the aggregate, for discovery and audit services, for a term of three years with two, one year renewal options.

2. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.
226
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales
Olivia Nashed Daniel Gonzales
City Clerk Deputy City Attorney
Exhibit A – Professional Services Agreement with Monarch Technologies, Inc 227
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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 Monarch Technologies, Inc (“Consultant”), an Oregon corporation.

RECITALS
City requires professional services to provide Business License and Tobacco Retail License services.

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 entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
(d) Except as expressly authorized in writing by City pursuant to this Agreement, Consultant shall have no authority to act on behalf of City as an agent. City hereby expressly authorizes Consultant to act as City’s limited agent solely for the "!



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following purposes in connection with the Services: (i) accepting business license applications, Tobacco Retail License applications, renewals, and associated payments from applicants and licensees; (ii) issuing business licenses and Tobacco Retail Licenses on behalf of City through Consultant’s platform; (iii) pursuing delinquency notices and collections from non-compliant licensees in accordance with City’s Municipal Code; (iv) issuing deficiency invoices and audit assessments on behalf of City with respect to Discovery & Audit Services; and (v) remitting collected funds to the City as set forth in this Agreement. Except for the foregoing limited agency, Consultant shall have no authority to incur any debt, obligation, or liability against or on behalf of the City.

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.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Coordinate the Services with Martin Wong, Accounting Supervisor (“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 and at any time during the Term or Extension Period (if any), any member of Consultant’s personnel providing the Services to City, that City in its sole discretion 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;
(f) Obtain and keep in effect during the term of this Agreement all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally 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;
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(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;
(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; "!



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(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 September 15, 2026 and terminates on September 14, 2029 (the “Term”). The Term may be extended for two 1-year periods (each an “Extension Period”) by mutual written agreement of both parties executed no later than ninety (90) days prior to the expiration of the then-current Term or Extension Period.

6. Termination by City. City may terminate any portion or all of the Services by giving Consultant at least 90 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) As more particularly described in Section 1 of Exhibit B:
i. The total compensation payable by City to Consultant for Core Administration Services, as defined in Section 1 of Exhibit A, SHALL NOT EXCEED (i) the sum of $460,000 (the “Core Services Cap”) for all accounts during the Term; (ii) the sum of $157,250 for all accounts during the first Extension Period, if any; and (iii) the sum of $164,862.50 for all accounts during the second Extension Period, if any.
ii. The total compensation payable by City to Consultant for Discovery and Audit Services, as defined in Section 2 of Exhibit A, SHALL NOT EXCEED the sum of $250,000 per account and $1,000,000 for all accounts in the aggregate (the “Contingency Services Cap”) for the Term and any Extension Period.
(b) City shall, subject to the Core Services Cap and Contingency Services Cap, compensate Consultant for the Services rendered as provided in Exhibit B. (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 "!



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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 compensation described in Section 7(a) and Exhibit B is 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. (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. (f) All funds Consultant collects on behalf of the City shall be remitted to the City on or before the tenth day of each month. Consultant shall have no right of offset, deduction, withholding, or self-payment from collected funds. All compensation shall be invoiced as provided in Section 4(j) separately and paid through the City's ordinary payment process.

8. Ownership of Documents. All drawings, designs, data, photographs, reports, files, documents and correspondence in Consultant’s possession related to the services performed by Consultant for City 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 work product specifically created by Consultant exclusively for City under this Agreement, including custom reports, custom configurations, data migration deliverables, and City-specific documentation, are works made for hire, and Consultant assigns to City all copyright and intellectual property rights therein. Consultant’s pre-existing and independently developed proprietary technology, software, platforms, portals, compliance engines, databases, methodologies, and systems (“Consultant Technology”), including all modifications, updates, and improvements thereto, are not works made for hire and remain the exclusive property of Consultant. Consultant hereby grants City a nonexclusive, royalty-free license to use the Consultant Technology solely during the term of this Agreement for the purposes contemplated herein. Such license shall terminate upon expiration or termination of this Agreement

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 "!



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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 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.
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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 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:
x Sustainable Purchasing | StopWaste - Home, Work, School x Reducing Waste at Work | StopWaste - Home, Work, School x 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.
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21. Business Entity Status. Consultant is responsible for filing 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.

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.
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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.

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: Martin Wong, Accounting Supervisor
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
Email: [email protected]
[email protected]
[email protected]
[email protected]
TO CONSULTANT: Attention: Christian Fea, CEO & Co-Founder Monarch Technologies, Inc
2221 Michelson Drive, Suite 900
Irvine, CA 92612
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 "!



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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.

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.

Dated:
___________________________
Dated:
____________________________
CONSULTANT:
____________________________
Christian Fea
CEO & Co-Founder
CITY OF LIVERMORE:
___________________________
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
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EXHIBIT A
Scope of Work
SECTION 1. CORE ADMINISTRATION SERVICES

1.1 Core Administration Services
Consultant shall provide end-to-end administration of all business license and tobacco retail license tax functions for City. The following services are included within the base compensation structure at no additional charge:
x Onboarding and Migration. Onboard and deploy the License Registration Portal, migrate City’s existing data, configure the platform to City’s ordinances and fee schedule.
x Application Processing. Receipt, review, and processing of all new business license and tobacco retail license applications, including gross-receipts-based, flat-rate, unit-based, and exempt categories contained in Livermore’s Municipal Code Titles 3, Chapter 3.08, and Title 5 as specified by City. x Annual Renewal Administration. Issuance of renewal notices, processing of all renewal submissions, calculation of applicable taxes per City’s fee schedule, and collection of the $4.00 CASp state fee.
x Online Portal Operation. 24/7 online application and renewal portal at livermore.trac.tax, including secure payment processing, account management, and digital license issuance.
x Taxpayer Support. Dedicated phone and email support for Livermore business owners, Monday through Friday 8:00 a.m.–5:00 p.m. PT, at (805) 316-7078 and [email protected].
x Records & Data Management. Secure storage and management of all business license and tobacco retail license records in compliance with the California Public Records Act and City retention policies.
x Reporting & Analytics. Monthly and annual reports to the City Finance Division covering active licenses, new applications, renewals, delinquencies, revenue collected by category, and year-over-year trend analysis. x Migration Services. Data migration from existing systems. x Remittance of Collected Funds. Remit all funds as described in Section 7(f) of the Agreement.

1.2 Technology Platform
Consultant provides a purpose-built municipal business license and tobacco retail license platform featuring a taxpayer-facing web portal, a city staff administration console, and an automated compliance engine. The platform supports all of Livermore’s business administration taxes, licenses, and fees, tiered gross-receipts calculations, flat-rate and unit-based categories, pro-rated new applicant billing, and penalty accrual per City’s code and/or City’s instruction.

1.3 Services Excluded from Scope
The following items fall outside the scope of this Agreement and remain the responsibility of City unless separately negotiated:
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x Legal action or litigation to enforce collection beyond Consultant’s standard collections process.
x Zoning and planning approvals required prior to license issuance. x Police Department permits (solicitors, massage, card rooms, taxicabs, dance). x Home Occupation Permit approvals (City Planning responsibility). x Certificate of Occupancy issuances.
x State or county agency approvals (ABC, health department, CSLB, etc.).

SECTION 2. DISCOVERY & AUDIT SERVICES
Consultant shall provide Discovery and Audit Services to City. “Discovery Services” refers to Consultant’s efforts to discover existing businesses that have been operating within City limits without (a) a business license and/or tobacco retail license; and (b) paying business license taxes and/or tobacco retail license taxes. “Audit Services” refers to Consultant’s efforts to identify existing registered taxpayers that are underpaying the business license taxes and/or tobacco retail license taxes owed under the Municipal Code.

Discovery and Audit Services supplement—rather than replace—City’s existing tax compliance operations. These services identify entities subject to City taxation and/or registration requirements that have not properly registered or are not remitting required taxes and fees. Audit Services help City optimize local tax revenue collection through systematic examination of taxpayer records and direct engagement with local businesses.

2.1 Discovery & Audit Planning
x Review applicable ordinances, resolutions, regulations, and administrative policies governing City’s business license and tobacco retail license programs. x Review business licensing requirements and tax registration records. x Analyze City-provided registration, filing, payment, and compliance data. x Review third-party data provided or authorized by City. x Recommend audit targets based on available data using anomaly detection, trend analysis, and cross-period comparison techniques to identify inconsistencies or potential underreporting, and apply structured gross receipts validation and reconciliation methodologies to compare locally reported figures with available state-level indicators where appropriate.
x Identification of unregistered or under-reported operators is dependent upon data access and cooperation provided or authorized by City. Consultant does not represent or warrant independent identification of unlicensed or illegal operators absent such authorization or data.

2.2 Discovery & Audit Execution
x Construct a thorough inventory of all entities subject to City taxation, with database fields sufficient for comparative analysis against City’s registrant records. x Cross-reference Consultant’s commercial database against City’s records to surface potential non-reporters and unregistered taxable entities. "!



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x Conduct desk, virtual, or authorized on-site audits and review books, records, financial statements, gross receipts, and operational data. x Utilize public, City, and third-party data to determine operations inside City’s jurisdiction.
x Reconcile reported taxable activity to available source data and evaluate proper classification, fee basis, and reporting accuracy.
x Provide guided assistance to facilitate completion of applicable registration forms and/or tax returns for unregistered or non-reporting entities. x Verify that each operator obtained a local business license or tobacco retail license for the periods under audit; register businesses operating without a license. x On behalf of City, issue invoices—supported by relevant documentation—for total deficiency amounts, with payment directed to Consultant. x Calculate unpaid local taxes, licenses, fees, interest, and penalties in accordance with City ordinances.
x Prepare draft audit findings for operator review and education, and prepare final audit reports upon City authorization.
x Engage cooperatively with taxpayers to secure correct registration, return filings, and payments. Accounts that do not resolve through cooperative engagement may be escalated to audit or referred to a third-party collection service as appropriate. o An account means a business entity which has registered on Consultant’s online portal. Each account is associated with a single business entity and a single taxpayer number.
x Collect identified deficiency amounts with supporting documentation and remit collected funds to City in accordance with the agreed workplan. Consultant will follow City’s business rules regarding partial payment acceptance or full-balance collection.
x Staff a call center during standard business hours (8:00 a.m. – 5:00 p.m. PST) to respond to taxpayer inquiries regarding tax applicability, reporting obligations, and remittance procedures.
x Conduct taxpayer education to promote understanding of City’s reporting requirements and reduce the likelihood of future non-compliance. x Provide periodic updates summarizing non-compliant operators, registrations, audit progress, key findings, and relevant insights.

Consultant shall conduct all audits in a professional and non-adversarial manner consistent with City policies and applicable law. Final assessments, billing, and enforcement actions remain the sole responsibility of City.

2.3 Discovery & Audit Deliverables
x Reports identifying each taxpayer that has failed to register and/or file appropriate returns, with all associated taxes, penalties, interest, and fees outstanding.
x Itemized payment register reflecting all taxes and fees collected and remitted to Consultant.
x Annual review and analysis of City’s tax registry files. x Audit workpapers, draft and final audit reports, revenue recovery summary reports, and business license and tobacco retail license status reports. "!



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x Draft Audit Engagement Letter for City review and issuance to taxpayers subject to examination.
x For each confirmed discrepancy or omission: a comprehensive written report with substantiating documentation, along with draft Notices of Deficiency, credit notices, or other applicable correspondence.
x Documented revisions to audit findings, including updated tax amounts due, presented to City upon completion.
x Written evaluation of any extenuation or mitigation arguments presented by taxpayers contesting a deficiency, along with a draft response for City staff review.
x Remit all funds as described in Section 7(f) of the Agreement.

SECTION 3. SERVICE LEVEL COMMITMENTS
Consultant commits to the following service levels throughout the Term of this Agreement:

Portal Availability 99.5% uptime, excluding scheduled
maintenance
Monthly
New Application Processing Within 3 business days of receipt Per application Renewal Processing Within 1 business day of receipt Per renewal Taxpayer Phone Response Average hold time under 1 minute Monthly average Email Response Within 1 business day Per inquiry
Delinquency Notices Issued within 30 days of delinquency date Per account Monthly Reports to City Delivered in real time via City’s TRAC portal Monthly Deliver an Annual Summary Report in real time via City’s TRAC portal.

SECTION 4. CITY RESPONSIBILITIES
Prior to and during the engagement, the City shall:
x Provide access to relevant records, systems, and authorized third-party data, and designate a primary project contact.
x Deliver current registration-to-collect documentation and tax or fee returns covering the applicable statute of limitations period.
x Convert all existing tax or fee records into a mutually agreed-upon file format within the implementation plan timeline.
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x Provide copies of all applicable ordinances governing the administered tax or fee, along with the most recent business license and tobacco retail license registries and a three (3) year payment history.
x Actively participate in the transition, including review of proposed workflows and materials, feedback, and approvals within agreed timelines. x Complete training on Consultant’s online platforms and tools. x Provide written authorization permitting Consultant to serve as City’s agent for accepting registrations, applications, tax returns, and payments, and for pursuing compliance and collection activity.
x Notify Consultant of any direct payments received from non-compliant entities within two (2) business days of receipt.
x Provide written notice to Consultant no fewer than ninety (90) days in advance of any modification to administered tax or fee rates.
x Review all reports promptly upon receipt. Absent written notice of error within thirty (30) days, each report shall be deemed accurate and final.

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EXHIBIT B

FEE SCHEDULE
Consultant shall be compensated for the services identified in Exhibit A to this Agreement as follows:

I. Consultant’s Compensation
A. Core Administration Services Fee Structure
During the Term, Consultant shall be compensated for Core Administration Services as follows:

1. One-time License Registration Portal setup fee of fifteen thousand dollars ($15,000), due upon execution of this Agreement.

2. Annual per-license fee of fifteen dollars ($15.00) for each renewal notification issued and each new application processed and approved through Consultant’s platform, subject to an annual cap of one hundred forty-five thousand dollars ($145,000) per contract year, regardless of volume.

3. Platform Maintenance Adjustment & Access Fee — Year 2. Five thousand dollars ($5,000), invoiced at the commencement of Year 2.

4. Platform Maintenance Adjustment & Access Fee — Year 3. Five thousand dollars ($5,000), invoiced at the commencement of Year 3.

Summary of Compensation for Core Administrative Services Performed During Term As provided in Section 7(a) of the Agreement, the Core Services Cap during the Term is $460,000. The following table describes the maximum compensation Consultant is entitled to receive for Core Administrative Services during each year of the Term. The total compensation Consultant is entitled to receive for each year of the term equals the $460,000 Core Services Cap.

Contract Year Setup Fee Platform Maint.

Adj. & Access
Fee
Fee Per License Maximum Total
Compensation
Year 1
(Sept 15, 2026
– Sept 14,
2027)
$15,000 —
$15.00/license
($145,000 cap)
$160,000
Year 2 — $5,000 $15.00/license
($145,000 cap)
$150,000
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(Sept 15, 2027
– Sept 14,
2028)
Year 3
(Sept 15, 2028
– Sept 14,
2029)
—
$5,000 $15.00/license
($145,000 cap)
$150,000
Total
(Years 1-3): $15,000 $10,000 $435,000 $460,000
Compensation for Core Administrative Services Performed During Extension Periods Upon City’s exercise of any renewal option pursuant to Section 5 of the Agreement, the per-license fee and the annual cap for the per-license fees for Core Administration Services shall be subject to an upward adjustment of five percent (5%) at the commencement of each Extension Period. No fee adjustment shall apply during the Term. The Platform Maintenance Adjustment & Access Fee shall not be adjusted and shall be $5,000 in year 4 and $5,000 in year 5.

The following table describes the maximum compensation Consultant is entitled to receive for Core Administrative Services during each Extension Period, if any:

Contract Year Setup Fee Platform Maint.

Adj. & Access
Fee
Fee Per License Maximum Total
Compensation per
Extension Period
Year 4
(Sept 15, 2029
– Sept 14,
2030)
—
$5,000 $15.75/license
($152,250 cap)
$157,250
Year 5
(Sept 15, 2030
– Sept 14,
2031)
—
$5,000 $16.54/license
($159,862.50
cap)
$164,862.50
Total
(Years 4-5): — $10,000 $312,112.50 $322,112.50

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B. Compensation for Discovery and Audit Services.

1. Discovery Services. When Consultant discovers an existing business that has been operating within City limits without (a) a business license and/or tobacco retail license; and (b) paying business license taxes and/or tobacco retail license taxes, City shall pay Consultant 35% percent of the delinquent tax revenue the City actually receives as a result of Consultant’s discovery of such delinquent taxpayer for the tax year in which Consultant discovers the delinquent taxpayer and the three prior tax years (if applicable) up to a maximum of $250,000 for each account. (For example, if the delinquent discovered taxpayer owed $10,000 in the prior tax year and paid $0, Consultants fee would be $3,500 [.35*$10,000].) Consultant shall not be entitled to a contingency fee for Discovery Services on accounts discovered (i.e., identified as existing businesses not paying business license taxes and/or tobacco retail taxes) by City.

However, if Consultant subsequently audits the tax payments of an account discovered by the City and correctly determines that the taxpayer paid less than the total business license taxes and/or tobacco retail taxes due under the Municipal Code, Consultant shall be entitled to an Audit contingency fee on such deficiency as provided in Section I(B)(2) (Audit Services) below.

An “account” means a business entity which has registered on Consultant’s online portal. Each account is associated with a single business entity and a single taxpayer number.

2. Audit Services. When Consultant (a) audits the records of an existing registered taxpayer that is paying business licenses taxes and/or tobacco retail license taxes; and (b) correctly determines that such taxpayer is paying or has paid less than the total business license taxes and/or tobacco retail license taxes due under the Municipal Code, City shall pay Consultant a contingency fee equal to 35% of the additional funds the City actually receives for the tax year in which Consultant discovers the underpayment and the three prior tax years (if applicable) as a result of Consultant’s audit services for the tax years in which Consultant determines the taxpayer underpaid its taxes. (For example, if the audited taxpayer paid $10,000 in business license taxes for the prior tax year, Consultant determines (and the City confirms) that the taxpayer owed $20,000 in business license taxes for the prior tax year, and the taxpayer subsequently pays the additional $10,000 owed, Consultant’s fee would be 35% of the additional $10,000 actually received by the City as a result of Consultant’s Audit Services).

3. Contingency Fee Applies Only to Revenue Actually Received as Result of Discovery and Audit Services. Consultant shall be entitled to no contingency fee for Discovery Services or Audit Services on delinquent business license taxes and/or tobacco retail license taxes that are not actually received by the City. Consultant’s contingency fee shall not apply to any penalties or interest that the City, in its sole discretion, elects to waive or that is otherwise not actually received by the City. However, Consultant shall be entitled to a contingency fee on any penalties and/or interest that the City actually receives as a result of Consultant’s Discovery Services or Audit Services.

4. Contingency Services Cap. As provided in Section 7(a) of the Agreement and this Exhibit B, Section I(B), during the Term and any Extension Period(s) the total compensation payable by City to Consultant for Discovery Services and Audit Services SHALL NOT EXCEED the sum of $250,000 per account and $1,000,000 for all accounts in the aggregate.

Should Consultant reach the per-account or aggregate Contingency Services Cap prior to the expiration of the Term for Discovery Services and/or Audit Services initiated pursuant to Section "!



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I(B)(5) of this Exhibit B, Consultant shall nevertheless continue to provide such services to the City for all accounts for the entire duration of the Term and shall receive no additional compensation in excess of the Contingency Services Cap for such services.

5. City Oversight. Consultant shall not (a) initiate contact with any business that it believes to be operating within the City without the requisite business license or tobacco license for the purpose of providing Discovery Services; or (b) initiate or perform an audit on any existing or potential accounts for the purpose of providing Audit Services, until Consultant has obtained written approval by City’s Administrative Services Director, or his or her designee, to initiate and/or perform such services with respect to any taxpayer. Upon request, Consultant shall provide City all correspondence with any taxpayer for which Consultant claims compensation for Discovery Services and/or Audit Services. Consultant shall bear the burden of establishing that Consultant’s Discovery Services resulted in the discovery of a delinquent taxpayer and that therefore Consultant is entitled to a contingency fee for Discovery Services. Consultant shall not be entitled to any compensation for Discovery Services and/or Audit Services initiated by Consultant without prior written approval by the City’s Administrative Services Director.

6. Extension Periods. Unless otherwise agreed to in writing by the Parties, the Contingency Services Cap shall apply in the Extension Periods, if any.

II. Invoices
Invoices shall:

1. Reference the Agreement number (if applicable)

2. Identify the task(s) performed as outlined in Exhibit A

3. Include a description of work completed during the billing period

4. Itemize labor hours, rates, and reimbursable expenses (if applicable)

5. Include supporting documentation for reimbursable expenses Invoices shall be submitted to:

City of Livermore Finance
Attention: Martin Wong
1052 South Livermore Avenue
Livermore, CA 94550
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EXHIBIT C

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

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

2. Professional Liability/Errors and Omissions:
$2,000,000 per claim. Consultant/Contractor warrants that any retroactive date under this policy shall precede the effective date of this contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed.

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated "!



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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.
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CITY COUNCIL STAFF REPORT ITEM NO. 6.14
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Brandon Cardwell, Innovation and Economic Development Director SUBJECT: Resolution authorizing a five-year Professional Services Agreement with CBRE, Inc. for on-call real estate and economic development consulting services, in an amount not to exceed $500,000.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a fiveyear Professional Services Agreement (Agreement) with CBRE, Inc. for on-call real estate and economic development consulting services in an amount not to exceed $500,000.

SUMMARY
The proposed Professional Services Agreement (Agreement) with CBRE, Inc. will provide on-call real estate and economic development consulting services to support the development and implementation of operational and strategic initiatives, respond to City Council direction consistent with the City's Strategic Plan and General Plan, support business attraction activities, and enhance Livermore's economic vitality and fiscal sustainability. Professional services under this Agreement include brokerage services, real estate and economic assessment, peer review of real estate analysis, fiscal and economic impact analysis, opportunity site development, data and coordination, and other as needed real estate and economic development advisory services. The five-year contract has a not-to-exceed amount of $500,000 with services through September 14, 2031. The Agreement is not a Project under the California Environmental Quality Act (CEQA), has no significant fiscal or administrative impacts, and supports Strategic Plan goals that call for a diverse local economy.

DISCUSSION
Background
The Innovation and Economic Development Department requires a real estate and economic development consultant to support the development and implementation of operational and strategic initiatives, respond to City Council direction consistent with the City's Strategic Plan and General Plan, support business attraction activities, provide brokerage services, and enhance Livermore's economic vitality and long-term fiscal sustainability (Services). 250
On April 24, 2026, staff issued a public Request for Proposals (RFP) for the Services and received submissions from 11 firms. A selection committee comprised of City staff reviewed all proposals. The top five firms were invited to participate in interviews. Proposals were evaluated using the following criteria:

1. Firm Qualifications and Relevant Experience

2. Technical Approach to Required Services and Deliverables

3. Key Personnel and Team Structure

4. Responsiveness, Clarity, and Overall Quality of Proposal

5. Cost Proposal
Following evaluation of the written proposals and the interview performance, CBRE, Inc. was identified as the top-ranked firm.

CBRE, Inc.

CBRE, Inc. (Consultant or Firm) is a global publicly traded commercial real estate firm founded in 1906 and headquartered in Dallas, Texas, with more than 500 offices worldwide. Its Oakland and Walnut Creek offices represent a strong regional presence in the East Bay. The Consultant demonstrated substantial expertise, strong subject-matter knowledge, and clearly defined internal processes for coordinating work. The Consultant team also offers significant real estate and brokerage capacity, including 15 local brokers active in the Livermore market, 69 local transactions since 2020, and regional leadership based in Walnut Creek. The Consultant offers strong economic consulting services as well, including in-house economic reporting and forecasting for the region and for asset classes of interest such as advanced manufacturing, distinguishing themselves from other firms. Additionally, the Consultant provides robust marketing and communications services through extensive in-house graphic design and marketing resources–an advantage not offered at the same scale by other candidates. Their ability to support projects comprehensively from initial analysis through implementation is a significant strength. The Firm's experience and familiarity with local development conditions, range of available brokerage and economic development services, and demonstrated ability to generate accurate cost estimates contributed to its selection.

Agreement Services
The Agreement will enhance the City's ability to respond to time-sensitive and highly competitive opportunities. Services to be provided include:

Real Estate and Economic Assessment. High-level assessment of real estate and economic trends, including historical indicators, current conditions, and future projections, and asset mapping to support business attraction, retention, and expansion decisions.

Peer Review of Real Estate Analysis. Independent review of third-party market studies, development feasibility analyses, and similar materials, delivered in written report format to support informed decision-making.

Fiscal and Economic Impact Analysis. Evaluation of proposed industrial or commercial development projects or business relocations, including assessments of project value and potential consideration of incentives.

Opportunity Site Development. Identification and evaluation of potential development sites throughout the City, including the Downtown, South Livermore, and industrial areas, to support 251
economic development and business attraction initiatives, potentially including brokerage services to market and transact such sites.

Data and Coordination. Use of CBRE, Inc.'s proprietary analytical tools and data sources to support informed, data-driven decision-making.

Additional Real Estate and Economic Development Advisory Services. Other services as needed, subject to available budget and mutual agreement.

Agreement Pricing and Fee Structure
The total contract amount is not to exceed $500,000 over five years. The Consultant will provide services under a hybrid pricing structure designed to accommodate the variety of service types included in the agreement. Detailed pricing information is provided in the Fee Schedule of the Agreement (Exhibit A).

The Consultant is required to provide upfront cost estimates for each project and shall receive the City's affirmative notice-to-proceed prior to completing any work.

ENVIRONMENTAL DETERMINATION
Approval of this Agreement for consulting and brokerage services is not a project under CEQA Section 21065. Agreement approval will not cause a direct physical change in the environment, or a reasonably foreseeable indirect change in the environment. No lease, permit, certificate, or entitlement is being issued at this time. Any future development project that results from Consultant Services will be required to undergo appropriate environmental review in conjunction with a land use entitlement.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no substantial fiscal or administrative impacts. The Agreement specifies the $500,000 amount is a not to exceed amount, which means the City is not obligated to expend Agreement funds if no Consultant projects are required. The Agreement funds will be drawn from the General Fund (Fund 001).

The Innovation & Economic Development Department's budget includes sufficient annual appropriations for consultant services to accommodate the Agreement amount. In addition, the Consultant services could result in additional revenues to the City by means of catalyst site development and additional tax revenue; increased or new rent revenue on City-owned parcels; and higher-value new businesses through business attraction.

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. Resolution

2. Exhibit A - Agreement
252
Prepared by: Theresa de la Vega
Management Analyst II
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
253
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION AUTHORIZING THE EXECUTION OF A 5-YEAR

PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL REAL

ESTATE AND ECONOMIC DEVELOPMENT CONSULTING SERVICES
WITH CBRE, INC., IN AN AMOUNT NOT TO EXCEED $500,000
The Innovation and Economic Development Department requires on-call real estate and economic development services consultants to support the development and implementation of operational and strategic initiatives, respond to City Council direction consistent with the City’s Strategic Plan and General Plan, support business attraction activities, and enhance Livermore’s economic vitality and fiscal sustainability.

On April 24, 2026, staff published the Request for Proposals and received responses from 11 firms. Based on the evaluation of written proposals and interview results, CBRE, Inc. was selected by the selection committee for the on-call real estate and economic development consulting services.

The proposed agreement with CBRE, Inc. would commence on September 30, 2026, and terminate upon completion of the services or September 30, 2031, whichever occurs first.

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

1. Authorizes the City Manager, or her designee, to execute a professional services agreement with CBRE, Inc., attached hereto as Exhibit A, for on-call real estate and economic development consulting services, in an amount not to exceed $500,000 for a five-year term.

2. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution, including approving minor amendments to the Agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
254
2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Olivia Nashed Katherine Mirrassou
City Clerk Assistant City Attorney
Exhibit A – Professional Services Agreement with CBRE, Inc. 255

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of ________, 2026, by and between the City of Livermore (“City”), a municipal corporation, and CBRE Inc (“Consultant”), a Delaware Corporation.

RECITALS
City requires professional services for on-call real estate and economic development consulting services to support the development and implementation of operational and strategic initiatives, respond to City Council direction consistent with the City's Strategic Plan and General Plan, support business attraction activities, and enhance Livermore's economic vitality and long-term fiscal sustainability.

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 entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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(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.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Coordinate the Services with Jake Potter(“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;
(f) Obtain and keep in effect during the term of this Agreement all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally 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 Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

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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;
(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 Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

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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 09/30/2026, and terminates upon the completion of the Services or 09/30/2031, 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. (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.

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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 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 Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

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260
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 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 Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

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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. City intends to work with and utilize Consultant for the Services described in Exhibit A Scope of Work.. However, 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.

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 Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

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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.

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:

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TO CITY: Attention:Jake Potter
Economic Development Manager
City of Livermore / Innovation and Economic Development 1052 South Livermore Avenue Livermore, CA, 94550
[email protected]
Email: [email protected]
[email protected]
[email protected]
TO CONSULTANT: Attention: Brian Hutcherson
CBRE Inc
2375 N. Glenville Drive Building A
Richardson, TX, 75082
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.

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.

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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.

36. As-Needed Basis and Notice To Proceed. Work under this Agreement shall be conducted on an as-needed basis. The City may inform the Consultant of required services, consistent with Exhibit A Scope of Work, on a project-byproject basis. The City may request, and the Consultant shall provide, any information necessary to determine the scope and cost of each project prior to issuing a written Notice to Proceed. The Consultant shall not begin any work described in this Agreement or Exhibit A without express authorization from the City by a written Notice to Proceed. **************************************************************************************************** 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:

CITY OF LIVERMORE: Dated:

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
Darin R. Bosch
Executive Vice President/
Executive Managing Director
Marianna A. Burch
City Manager
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ver. 2025.05

EXHIBIT A
Scope of Work
Scope of Work Description
Consultant will provide on-call real estate and economic development consulting services described here.

Contractor/Vendor Responsibilities

1. Real Estate and Economic Assessment, which is a high-level assessment of real estate and economic conditions in Livermore. This will include an assessment of historical indicators, current conditions, and potential future trends. Metrics could include job counts, development activity, vacancy rates, and transaction volumes.

Assessments will occur annually and will be delivered in formal report and social media-friendly formats.

2. Peer Review of Real Estate Analysis, which is an independent peer review of thirdparty market studies, development feasibility, and related analyses delivered in written report format.

3. Fiscal & Economic Impact Analysis for proposed industrial or commercial development projects or new business relocations. Analysis to be delivered in formal report and summary formats.

4. Opportunity Site Development throughout the City, including the Downtown. This may include methodology, market engagement philosophy, communication protocols, confidentiality measures, brokerage services, market and feasibility analysis and regulatory impact analysis.

5. Data and Coordination, where Consultant will use its own analytical tools and data sources. The City will provide relevant data available. Consultant will identify any additional data needs and will coordinate with City project manager and other City-retained consultants as directed.

6. Other as needed Real Estate and Economic Development Advisory Services, subject to available budget and mutual agreement. This may include economic forecasting, strategy support and development; targeted market research; development feasibility screening; policy/program option evaluation; land use and building footprint revenue analysis; point-of-sale evaluation; void analysis/leakage reports; benchmarking and best practices; implementation road maps; presentation to staff and/or Council/Commission (as directed); identification of anticipated challenges and recommended mitigation strategies.

Professional Services Agreement Page 1
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1 PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS | PROPRIETARY & CONFIDENTIAL INFORMATION ©2026 CBRE, INC.

City of Livermore Exhibit B - Fee Schedule PRICING

PRICING / FEES
Below we have outlined our hourly rates for consulting work and, additionally, our commission structure. Based on our experience with public sector clients and our understanding of the scope ofservicesthe City of Livermore requires, we have proposed a hybrid pricing structure to capture the variety ofservices needed.

Consulting Fees
CBRE will provide consulting services based on the hourly fees outlined below. All consulting assignments will include a proposed Scope of Work (SOW) and associated coststo be agreed upon by the City and CBRE. Once approved by the City, CBRE will complete the assignment as outlined.

Projectsfalling within this category of assignments would include the Real Property Optimization Plan (action planning), the Annual and/or Quarterly State of the Economy report, and any additional consulting reportsthat may be needed throughout the term of our agreement. These services will be identified by the CBRE team in collaboration with the City as they become required.

We have proposed costs for the Real Property Optimization Plan which followsthis pricing section.

Rate Schedule - 2026
Name Position Hourly Rate
Brian Hutcherson Project Lead - Public Sector $325
Joey Larson Project Co-Lead - Consulting $475
Kasia Kolpa-Zarowska Bay Area Consulting Lead $425
Isabella Douglas Research Lead $300
Adam Ebner Market Specialist - Brokerage $300
Nicolette Canzoneri Contract Administrator $275
Erin Lee Marketing $225
Ross Huber Financial Analysis $275
Alberto Vela Construction Consultant $325
Max Zabala Development Analysis/Subconsultant $325
Bill Anderson Economic Consulting/Subconsultant $425
Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
268
2 PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS | PROPRIETARY & CONFIDENTIAL INFORMATION ©2026 CBRE, INC.

City of Livermore
Exhibit B
Fee Schedule PRICING
This space is intentionally left blank.

Acquisitions, Dispositions, and Leasing
In the event the City chooses to utilize CBRE for property acquisition, disposal, or leasing during our contract term, CBRE will provide disposition, acquisition, and leasing services with the following associated fees.

Additionally, CBRE can provide construction management if needed by the City. CBRE is not entitled to any fees or compensation, except as part of a City-approved project.

CBRE will offer a 15% fee share to the City on all third-party fees collected.

Fee Simple Sale – Acquisitions & Dispositions
Upon execution of Purchase and Sale Agreement and subsequent Close of Escrow (COE), CBRE will be due a Success Fee following CBRE's proposed commission schedule below. Commissions are calculated cumulatively and compounding. Table begins on the following page.

Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
269
3 PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS | PROPRIETARY & CONFIDENTIAL INFORMATION ©2026 CBRE, INC.

City of Livermore Exhibit B - Fee Schedule PRICING
Acquisitions/Dispositionsfor City
CBRE Commission /
Success Fee – OnMarket
CBRE Commission
/ Success Fee –
Off-Market
Purchase Price Paid By

3.00% 3.50% $0 - $10 M Seller

2.50% 3.00% $10 M - $20 M Seller

2.00% 2.50% $20 M - $30 M Seller

1.50% 1.50% $30 M - $50 M Seller

1.00% 1.00% $50 M - $100M Seller

0.95% 0.95% $100M or greater Seller
In the event a seller’s representation agreement with its broker does not include consideration for the buyer’s broker, or the seller of an off-market property will not pay the commission, CBRE’s commission will be paid by the City of Livermore.

Existing/ Product (Office/Industrial/Aviation) Leasing Transactions – Lessor or Lessee Upon execution of Lease Agreement for a lease within an existing structure, CBRE will be due 50% of the total Commission following CBRE's proposed commission schedule below and the balance will be due at Lease Commencement. The table below represents leasing commissions for Office and Industrial productsthat are existing product on the market. For Aviation Related Leasing, CBRE’s fee will be 5% of the gross lease consideration. For purposes of this section, “Aviation Related Leasing” means a lease within an existing structure on Livermore Municipal Airport property.

Leasing Transactions
TOTAL
Commission
Term Paid By
$3 per sqftper
year
Years 1-10* Landlord
*Our fee will be capped at $30 persqft over the term and no other fees will be collected beyond 10 years.

New Development / Long-Term Ground Leases
In the event CBRE brings a developer to the City, and such developer(“Lessee”) entersinto a ground lease for a City of Livermore Site to develop the site with a new structure, CBRE will be due a Success Fee paid for by the Lessee following CBRE's proposed commission schedule. The Success Fee will be fully disclosed within the RFP and potential offerors will be required to acknowledge the commission agreement to be deemed responsive.

For a ground lease, CBRE’s Success Fee will be equivalent to four percent (4%) of the first 10 years of Base Rent and two percent(2%) of Base Rent paid by Lessee to you years 11 and beyond.

Leasehold Interest Success Fee Calculation Example:

By way of example and not of limitation, the Success Fee for a ground lease shall be paid pursuantto the following method of calculation:

Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
270
4 PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS | PROPRIETARY & CONFIDENTIAL INFORMATION ©2026 CBRE, INC.

City of Livermore Exhibit B - Fee Schedule PRICING

GROUND LEASE PAYMENTS PAID BY LESSEE TO LESSOR
(ANNUAL BASE RENT)
$1,200,000 x 10 years $12,000,000 (10-year Base Rent)
x 4% Success Fee $480,000
$1,200,000 x 5 years $6,000,000 (5-year Base Rent)
x 2% Success Fee $120,000
Total Success Fee $600,000
The Developershall pay the fee within Thirty (30) days of execution of all purchase and/orlease agreements between the City and the Developer. CBRE willspecify the fee arrangement and payment termsin the RFP issued by CBRE on the City’s behalf and stipulate thatsaid fee isto be paid by the developer as a condition for consideration of the Developer’s proposal to the City.

Incomplete Negotiation Compensation
In the eventthat our Agreement or any particular engagementto provide the Services ends without a signed transaction, within 30 days of that ending, CBRE shall provide the City with a list of all parties with whom CBRE was engaged in active negotiations with respect to transactionsfor which fees could be earned under this Agreement. CBRE shall also provide the City with written evidence of such negotiations. If within one year after such expiration or termination date, the City enters into any agreement of sale, lease, sublease or other written agreement with a party on such list for which a fee would have been earned hereunder, CBRE shall earn the fee provided for underthis Agreement to the same extent as if the Services had not expired or terminated. Upon the expiration of the one-year period, CBRE may present to the City forits consideration an extension of the fee protection period for any existing transactions which remain active and imminent. The City shall not be obligated to extend such period, but the Partiesshall negotiate in good faith a fair compensation arrangement forthe work performed by CBRE (or its Subagents) prior to termination.

This paragraph shallsurvive the termination or expiration of our Agreement.

Construction Management
To assist with any Tenant Improvements or other construction related activities, CBRE can provide these servicesfor an additional fee. Thisfee isscope dependent and will require discussion priorto negotiate the total fee. Typically, this cost is estimated at $0.90/SF per month ofservice.

BusinessIncentive Implementation
CBRE’sinternalspecialty practice can assist the City with BusinessIncentive implementation as a separate service. If desired, CBRE can have a scope and associated fees outlined forthe City.

Not-to-Exceed Amount
This Fee Schedule reflects the costs associated with the Services provided under this Agreement. In no event shall the total aggregate amount payable by the City to CBRE under or in connection with this Agreement for all Services performed under this Agreement exceed the Not-to-Exceed amount of $500,000, pursuant to Section 7 of the Agreement, without a written amendment to this Agreement expressly increasing such amount, which must be approved by the City Council. This includes all costs, fees, reimbursable expenses, and any other amounts payable by City to CBRE, but excludes amounts owed to Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
271
5 PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS | PROPRIETARY & CONFIDENTIAL INFORMATION ©2026 CBRE, INC.

CBRE by third parties under this Agreement. If an amount payable to CBRE by a third party becomes payable by the City per the terms of this Agreement, that amount shall be included in the total amount payable by the City to CBRE, which is not to exceed $500,000.

Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
272
Exhibit B - Fee Schedule
Thank you
For more information
Brian Hutcherson
Western Regional Manager
CBRE | Public Institutions & Education Solutions
O: 858-546-2639 C: 858-405-6109
[email protected]
Public Institutions & Education Solutions
CBRE San Diego
4301 La Jolla Village Drive, Suite 3000 | San Diego, CA 92122 CBRE ©2026 All Rights Reserved. All information included in this proposal pertaining to CBRE—including but not limited to its operations, employees, technology, and clients—are proprietary and confidential, and are supplied with the understanding that they will be held in confidence and not disclosed to third parties without the prior written consent of CBRE. This letter/proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered by the parties. The parties agree that this letter/proposal is not intended to create any agreement or obligation by either party to negotiate a definitive lease/purchase and sale agreement and imposes no duty whatsoever on either party to continue negotiations, including without limitation any obligation to negotiate in good faith or in any way other than at arm’s length. Prior to delivery of a definitive executed agreement, and without any liability to the other party, either party may (1) propose different terms from those summarized herein, (2) enter into negotiations with other parties and/or (3) unilaterally terminate all negotiations with the other party hereto. CBRE and the CBRE logo are service marks of CBRE, Inc. All other marks displayed on this document are the property of their respective owners, and the use of such logos does not imply any affiliation with or endorsement of CBRE.

Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
273
Revised 7/9/2024 B5

EXHIBIT C

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

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

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

3. Workers’ Compensation and Employer's Liability:

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

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

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
274
Revised 7/9/2024 B5

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

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

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

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

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

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

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

Docusign Envelope ID: CDA7CF19-E8B1-8917-8043-12EDF87800CA

EXHIBIT A
275
CITY COUNCIL STAFF REPORT ITEM NO. 6.15
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Brandon Cardwell, Innovation and Economic Development Director SUBJECT: Resolution authorizing the execution of a first amendment to the lease with the United States of America for the Livermore Municipal Airport Air Traffic Control Tower site to extend the term through September 30, 2045, update the description of the leased premises, and make other minor modifications.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution:

1. Authorizing the execution of a first amendment to the lease with the United States of America for the Livermore Municipal Airport Air Traffic Control Tower site to extend the term through September 30, 2045, update the description of the leased premises, and make other minor modifications;

2. Directing the recording of the first amendment or, alternatively, authorizing the execution and recording of a memorandum of lease; and

3. Authorizing the City Manager, or her designee, to take all actions necessary and appropriate to carry out the purpose and intent of the resolution, including making non-substantive changes to the first amendment to facilitate recording.

SUMMARY
The United States Department of Transportation Federal Aviation Administration (FAA) leases land at the Livermore Municipal Airport (Airport) for an Air Traffic Control Tower (ATCT). Staff recommends the City Council authorize an amendment to the existing site lease, extending the term through September 30, 2045. The proposed amendment updates the legal description and map of the ATCT site, revises the FAA's notice address, incorporates required telecommunications compliance clauses pursuant to the National Defense Authorization Act (NDAA) Section 889, and formalizes continued access rights associated with City of Livermore (City)-owned equipment located within the fenced ATCT area.

Approval of this amendment would maintain uninterrupted FAA tower operations and ensure continued federal investment in the Airport's air traffic control infrastructure.

DISCUSSION
The Airport hosts an FAA Air Traffic Control Tower operating under a long-standing ground lease 276
between the City and the FAA. The FAA requires use of its standardized amendment template for ATCT properties nationwide, and it has prepared a Lease Amendment that updates several components of the agreement and formally extends the lease term through September 30, 2045. Key amendments include:

Updated Legal Description & Exhibits: The amendment replaces the existing premises description with an updated legal description and map, clarifying the exact boundaries of the ATCT site.

Term Extension: The lease term is formally extended through September 30, 2045.

Updated Notice Address: The FAA's notice address is updated to its Real Estate & Utilities office in Des Moines, WA.

Addition of NDAA Section 889 Clauses: The amendment incorporates mandatory federal clauses regarding covered telecommunications and video surveillance equipment, requiring representations from the City as the Lessor. For purposes of NDAA Section 889, the term “surveillance equipment” refers to certain telecommunications and video equipment manufactured or provided by specifically identified companies that the federal government has determined present potential national security risks. The term refers to the source and manufacturer of the equipment, and the City confirms in the lease amendment that such equipment is not used by the City of Livermore, including the Livermore Municipal Airport.

City Access to Emergency Generator: The amendment acknowledges that the City-owned emergency generator located within the fenced ATCT site will continue to be accessible to the City via a gate code provided by the FAA.

Execution of this amendment ensures compliance with federal requirements, maintains operational continuity, and supports aviation safety at the Livermore Municipal Airport.

FISCAL & ADMINISTRATIVE IMPACTS
There is no fiscal impact associated with the lease amendment. The agreement simply extends the existing ATCT site lease term and updates standard federal clauses. No changes are made to financial obligations, rent, or cost-sharing between the City and the FAA. Administrative impacts are minimal. Staff will continue to coordinate with FAA Real Estate & Utilities staff as needed and ensure compliance with notice procedures and telecommunications representations.

COMMUNITY PILLAR
2: Economy That Prospers
GOAL
3: Encourage an innovation driven economy.

ATTACHMENTS

1. Resolution

2. Exhibit A - Supplemental Agreement
Prepared by: Erica Ledesma
Senior Management Analyst
277
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
278
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A FIRST

AMENDMENT TO THE LEASE WITH THE UNITED STATES OF

AMERICA FOR THE LIVERMORE MUNICIPAL AIRPORT AIR TRAFFIC

CONTROL TOWER SITE TO EXTEND THE TERM THROUGH
SEPTEMBER 30, 2045, UPDATE THE DESCRIPTION OF THE LEASED

PREMISES, AND MAKE OTHER MINOR MODIFICATIONS
On September 21, 2005, the City of Livermore, as landlord, and the United States of America, as tenant, entered into a Land Lease On-Airport (Lease No.

DTFAWP-05-L-00069) for the air traffic control tower site located at the Livermore Municipal Airport (“Original Lease”). The Original Lease was recorded under Series No. 2005423846, dated September 30, 2005, Official Records of Alameda County, California.

The parties desire to amend the Original Lease to: (1) update the description of the leased premises; (2) recognize the City’s continued access rights to certain equipment located within the leased premises; (3) extend the term through September 30, 2045; (4) update the United States of America’s address for notices; and (5) add clauses required by the National Defense Authorization Act 889 (“NDAA 889”). This would be the first amendment to the Original Lease.

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

1. Authorizes the City Manager, or her designee, to execute a first amendment to the Original Lease, entitled “Supplemental Agreement No. 1 to FAA Contract No.

DTFAWP-05-L-00069,” attached hereto as Exhibit A, to: (a) update the description of the leased premises; (b) recognize the City’s continued access rights to certain equipment located within the leased premises; (c) extend the term through September 30, 2045; (d) update the United States of America’s address for notices; and (e) add clauses required by the NDAA 889.

2. Directs the City Clerk to record the executed “Supplemental Agreement No. 1 to FAA Contract No. DTFAWP-05-L-00069” with the Alameda County Clerk-Recorder’s Office or, in the alternative, authorizes the City Manager, or her designee, to execute a memorandum of lease, in a form approved by the City Attorney, or her designee, and directs the City Clerk to record the memorandum of lease with the Alameda County ClerkRecorder’s Office.

3. Authorizes the City Manager, or her designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including making non-substantive changes to the agreement attached hereto as Exhibit A to facilitate recording with the Alameda County Clerk-Recorder’s Office. 279
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on Monday, September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly A. O’Toole
Olivia Nashed Molly A. O’Toole
City Clerk Assistant City Attorney
Exhibit A – Supplemental Agreement No. 1 to FAA Contract No. DTFAWP-05-L-00069 280

EXHIBIT A
281

EXHIBIT A
282

EXHIBIT A
283

EXHIBIT A
284
CITY COUNCIL STAFF REPORT ITEM NO. 6.16
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: An Ordinance adopting Development Code Amendment 26-001 Amending the Zoning District Map of the City of Livermore to conform with the General Plan 2045.

RECOMMENDED ACTION
Planning Commission and staff recommend the City Council adopt an Ordinance amending the Zoning Map.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Ordinance

2. Exhibit A - PC Reso 13-26 General Plan Zoning Map

3. Exhibit B - Proposed Zoning Map
Prepared by: Emily LaDue
Assistant Planner
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
285
1 ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA AN ORDINANCE ADOPTING DEVELOPMENT CODE AMENDMENT 26-001

AMENDING THE ZONING DISTRICT MAP OF THE CITY OF LIVERMORE

THE CITY COUNCIL OF THE CITY OF LIVERMORE DOES ORDAIN AS FOLLOWS:

Section 1. Recommendation. The Planning Commission held a duly noticed public hearing on July 7, 2026 to consider the proposed Zoning Map Amendment (“Project”) and recommended that the City Council approve the proposed Zoning Map Amendment in Planning Commission Resolution No. 13-26, attached hereto as Exhibit A. Exhibit A includes attachments showing the proposed change areas to the Zoning Map.

Section 2. Public Hearing. Prior to taking action on the Zoning Map Amendment, and at a properly noticed public hearing, the City Council of the City of Livermore reviewed written and oral staff reports, conducted a public hearing on the Zoning Map Amendment and took testimony; and received into the record all pertinent documents related to the Zoning Map Amendment (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Ordinance by reference.

Section 3. Environmental. The City Council has adopted Resolution No. ____ finding that the Final EIR for the General Plan 2045 and Zoning Map Amendment has been completed in compliance with the intent and requirements of the California Environmental Quality Act (“CEQA”), CEQA Guidelines, and the City’s local CEQA requirements and has considered the information contained in the Final EIR and the record prior to taking any action on the Project, other related Project actions, or any of the alternatives. The City Council certified the Final EIR and approved and adopted the Findings, Facts in Support of Findings and Statement of Overriding Considerations Regarding the Environmental Impact Report.

Section 4. Zoning Map Amendment. The City Council has considered the findings made in Planning Commission Resolution No. 13-26, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein, and, based upon the City Council’s own independent review of the Record Evidence and considerations, hereby approves Zoning Map Amendment 26- 001 amending the Zoning District Map of the City of Livermore as shown in the attached Exhibit B.

Section 5. Publication. This Ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the City of Livermore within 15 days after its adoption and shall take effect and be in force 30 days from and after its adoption.
286
2 ORDINANCE NO. ___
Section 6. Filing. Planning Manager is directed to file a Notice of Determination with the Alameda County Clerk.

Section 7. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

Section 8. Severability. If any part of this Ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing Ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 27, 2026 by the following vote:

AYES: Council Members Barrientos, Branning, Dunbar, Vice Mayor Wang, and Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
The Ordinance was adopted at the regular meeting of the City Council held on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________

MAYOR, CITY OF LIVERMORE
ATTEST: APPROVED AS TO FORM:
________________________________ /s/ Katherine Mirassou Olivia Nashed Katherine Mirassou
City Clerk Assistant City Attorney
Exhibit A – Planning Commission Resolution No. 13-26
Exhibit B – Zoning District Map
287

EXHIBIT A
288

EXHIBIT A
289

EXHIBIT A
290
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EXHIBIT B
294
CITY COUNCIL STAFF REPORT ITEM NO. 6.17
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Adoption of an Ordinance approving Development Agreement (DA) 24-004 with Adventus for the Las Colinas Road Property.

RECOMMENDED ACTION
The Planning Commission and staff recommend the City Council adopt an Ordinance approving Development Agreement 24-004 to establish a framework and secure vested rights for a future residential project on approximately 50 developable acres within a 122-acre property at 3658 Las Colinas Road (Assessor Parcel Number 902-8-1). The Development Agreement does not propose or authorize a specific development project or physical development, and future implementation actions would be subject to subsequent approvals.

SUMMARY
The Ordinance for DA 24-004 has been revised to reflect the City Council’s direction when it voted to introduce the Ordinance to expand upon the language encouraging future developer engagement with relevant labor organizations and related workforce considerations. Section 5 in Attachment 1 has been revised in part as follows, with strikethroughs reflecting deleted language and underlines reflecting added language:
"The City Council recommends any future developer of the Las Colinas Road Property engage with relevant labor organizations, as appropriate, in connection with the planning, construction, and facilitation of site development. encourages any future developer of the Las Colinas Road Property to engage with relevant labor organizations during project planning and construction to promote construction workforce outcomes that may include, but are not limited to, local hiring, the use of State of California-approved apprenticeship programs, payment of area standard wages, and access to employer-supported healthcare benefits, consistent with the City's economic development policies, which support local hiring, workforce investment, high-wage employment, jobs and housing balance, and economic vitality."

DISCUSSION

ATTACHMENTS
295

1. Ordinance

2. Exhibit A - PC Resolution 16-26 Development Agreement

3. Exhibit B - Development Agreement 24-004
Prepared by: Shannon Pagan
Senior Planner
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
296
1 ORDINANCE NO.

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT WITH

ADVENTUS FOR THE LAS COLINAS ROAD PROPERTY
(Development Agreement 24-004)
California Government Code Section 65864 (implemented by Livermore Development Code Chapter 9.04) allows local jurisdictions and private parties to enter into Development Agreements in order to vest certain development rights and to meet local public purpose objectives.

On December 9, 2024, Adventus, as the Property Owner of a 122‑acre parcel located at 3658 Las Colinas Road (Assessor Parcel Number 902‑8‑1) (“Property”), submitted an application for Development Agreement 24‑004 (“Agreement”) to establish a framework and secure vested rights for future residential uses on a defined portion of the Property consistent with the General Plan 2045 land use designations (“Project”). The Agreement does not propose or authorize a specific development project or physical development; future development will require subsequent discretionary approvals.

On February 24, 2025, the City Council adopted a resolution authorizing staff to negotiate the Agreement concurrently with the General Plan 2045 update to ensure that the Agreement would function as an implementing mechanism of the General Plan 2045 and to secure benefits for the community.

Following this direction, City staff and Adventus negotiated the Agreement, attached as Exhibit A and incorporated herein by reference. The Agreement does not propose or authorize a specific development project or physical development; rather, it establishes procedures and vested rights for future residential development on approximately 50 developable acres of the 122‑acre Property, allowing between 605–900 dwelling units with related park, open space, circulation, and infrastructure improvements. The Agreement includes the Property's legal description, a conceptual site plan, and infrastructure exhibits that illustrate the Property's development potential, but do not authorize physical development or establish final design. The remaining acreage is not authorized for residential use and may be improved or preserved as authorized by this Agreement, the General Plan, and subsequent discretionary approvals, including adoption of a Neighborhood Plan and Planned Development zoning, subject to all applicable review and approval processes.

On July 7, 2026, the Planning Commission held a duly noticed public hearing to consider the Agreement, staff recommendations, all public comments and testimony, and findings, and adopted Planning Commission Resolution No. 16-26, attached hereto as Exhibit A, recommending the City Council approve the Agreement.

On July 27, 2026, the City Council held a duly noticed public hearing to consider the Agreement, Planning Commission and staff recommendations, all public comments and testimony, and findings.
297
2 ORDINANCE NO.

THE CITY COUNCIL OF THE CITY OF LIVERMORE DOES ORDAIN AS FOLLOWS:

Section 1. Authority. Pursuant to Government Code Section 65864 et seq., the City Council considers that certain document under City Application No. Development Agreement 24-004 and entitled “Development Agreement for the Las Colinas Road Property” (“Development Agreement”). The Development Agreement is attached hereto as Exhibit B.

Section 2. Recommendation. The Planning Commission held a duly noticed public hearing on July 7, 2026, to consider adoption of the Development Agreement and by its Resolution No. 16-26, attached hereto as Exhibit A, recommended that the City Council approve the Development Agreement.

Section 3. Environmental Review. The City Council Resolution No. 15-26, finding the Development Agreement for the Las Colinas Road Property to be exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Sections 15183 and 15061(b)(3). The Development Agreement is consistent with the General Plan 2045 land use designation applicable to the Property and does not authorize development beyond what was evaluated in the Livermore General Plan 2045 EIR (General Plan EIR) (State Clearinghouse No. 2023030225). The General Plan EIR serves as the applicable environmental document for the Development Agreement under CEQA Guidelines Section 15183. Further, the Development Agreement does not authorize physical development, construction activity, or site disturbance, and it qualifies for the common sense exemption under CEQA Guidelines Section 15061(b)(3).

Section 4. Consistency. Development Agreement 24-004 is consistent with the General Plan 2045 and the Livermore Development Code Chapter 9.04.

Section 5. Approval. The City Council has considered the findings made by the Planning Commission for adoption of the Development Agreement in Planning Commission Resolution No. 16-26 and hereby adopts the same findings by this reference and incorporates them as part of this resolution and, based on the City Council’s own independent review and considerations, hereby approves Development Agreement. The City Council encourages any future developer of the Las Colinas Road Property to engage with relevant labor organizations during project planning and construction to promote construction workforce outcomes that may include, but are not limited to, local hiring, the use of State of California-approved apprenticeship programs, payment of area standard wages, and access to employer-supported healthcare benefits, consistent with the City's economic development policies, which support local hiring, workforce investment, high-wage employment, jobs and housing balance, and economic vitality.

Section 6. Signing Authority. The City Manager is hereby authorized to sign the Development Agreement, attached hereto as Exhibit B, on behalf of the City of Livermore.

Section 7. Publication and Effective Date. This ordinance or a comprehensive summary thereof shall be published once in a newspaper of general circulation of the 298
3 ORDINANCE NO.

City of Livermore within 15 days after its adoption and shall take effect and be in force thirty days from and after its adoption.

Section 8. Filing. Planning Manager is directed to file a Notice of Exemption with the Alameda County Clerk.

Section 9. Recording. The City Clerk is directed to record the Development Agreement within 10 days after the effective date of the Development Agreement.

Section 10. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

Section 11. Severability. If any part of this ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.

The foregoing ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 27, 2026, by the following vote:

AYES: Council Members Barrientos, Branning, Dunbar, Vice Mayor Wang, and Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
The ordinance was adopted at the regular meeting of the City Council held on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mayor, City of Livermore
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Olivia Nashed Katherine Mirassou
City Clerk Assistant City Attorney
Exhibit A – Planning Commission Resolution 16-26
Exhibit B – Development Agreement 24-004
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ORDER NO. : 0227023750

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

Beginning at the Northwest corner of Plot F of the Rancho Las Positas, running thence North 89° 49 East, 24.65 chains; thence South 74° 15’ East, 16.10 chains; thence South 68° 55’ East

12.90 chains; thence South 38° 14’ East, 13.84 chains; thence South 83° 7’ West, 21.76 chains; thence South 4° 40’ West 8.18 chains; thence North 57° 04’ West, 7.68 chains; thence North 65° 44’ West, 5.885 chains; thence South 83° 18’ West, 25.80 chains; thence North 2° 11’ West, 27.02 chains to the point of beginning.

EXCEPTING THEREFROM, that portion conveyed to the State of California in the Grant Deed recorded September 30, 1952, Book 6837, Page 111, Official Records.

APN: 902-0008-001
DOCUMENT NO.: 97239605
EXHIBIT "A"
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EXHIBIT B
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N89°49'00"E 1626.90'
(24.65 CH) S74°15'00"E 1062.60' (16.10 CH)
S68°55'00"E 851.40' (12.90 CH) S38°14'00"E (13.84 CH) 913.44' S83°07'00"W 1436.16' (21.76 CH) S4°40'00"W 539.88' (8.18 CH) N57°04'00"W 506.88' (7.68 CH) S83°18'00"W 1702.80' (25.80 CH) N2°11'00"W 1783.32' (27.02 CH) N65°44'00"W
388.41'
(5.885 CH)
S2°26'15"W

10.11'
N83°27'10"E 684.28'

10.03'
1035.76' 1773.29' ADVENTUS PROPERTY
122.503±AC
P.O.B.

IBM 1"=600' 29201.000
DRAWN DATE SCALE JOB NO.

PLAT TO ACCOMPANY DESCRIPTION

LIVERMORE

ADVENTUS PROPERTY

CALIFORNIA
LEGEND

BOUNDARY OF DESCRIPTION

EXISTING PARCEL

CH CHAINS
P.O.B POINT OF BEGINNING
EXHIBIT "A"
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EXHIBIT B
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I-580TRAIL TRAIL REDWOOD ROAD SPRINGTOWN BLVD. LAS COLINAS ROAD PARK HDR1 DEVELOPMENT AREA 211-274 DU CONNECTION ROADCONNECTION ROAD MDR2 / MDR3 DEVELOPMENT AREA 258-370 DU MDR2 / MDR3 DEVELOPMENT AREA 136-238 DU CONSTRAINTS LEGEND PROJECT BOUNDARY (APPROX.) DEVELOPMENT AREAS 100-YEAR FLOOD FLOODWAY DEVELOPEMENT LEGEND MDR2 / MDR3 DEVELOPMENT AREA PARK TRAIL NOTE: THIS EXHIBIT IS INCLUDES A CONCEPTUAL DEVELOPMENT FOOTPRINT THAT IS CONSISTENT WITH THE GENERAL PLAN'S GOALS AND POLICIES. THE ACTUAL CONFIGURATION, DENSITY, AND FOOTPRINT OF DEVELOPMENT, INCLUDING THE RESIDENTIAL UNITS/LOTS/BUILDINGS, ROADS, INFRASTRUCTURE, AND OTHER DEVELOPMENT WITHIN THE DESIGNATED MDR-2, MDR-3, AND HDR-1 AREAS, SHALL BE SUBJECT TO DETERMINATION IF AND WHEN THE PROPERTY OWNER SEEKS ADOPTION OF A NEIGHBORHOOD PLAN, PLANNED DEVELOPMENT ZONING, AND OTHER SUBSEQUENT APPROVALS, AT WHICH TIME APPROPRIATE LEVELS OF SITE-SPECIFIC REVIEW AND PLANNING WILL OCCUR. HDR1 DEVELOPMENT AREA

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CITY COUNCIL STAFF REPORT ITEM NO. 6.18
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Brandon Cardwell, Innovation and Economic Development Director SUBJECT: Adoption of an Ordinance authorizing the First Amendment to Development Agreement 08-002 (Agreement) with McGrath RentCorp (DAA 26-002).

RECOMMENDED ACTION
The Planning Commission and Staff recommend the City Council adopt an Ordinance authorizing the City Manager to execute the First Amendment to Development Agreement 08-002 with McGrath RentCorp (DAA 26-002).

SUMMARY

DISCUSSION

ATTACHMENTS

1. Ordinance

2. Exhibit A - Planning Commission Resolution

3. Exhibit B - Development Agreement Amendment Text
Prepared by: Jake Potter
Economic Development Manager
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
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1 ORDINANCE NO. ___

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

AN ORDINANCE APPROVING THE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 08-002 WITH MCGRATH RENTCORP
(Development Agreement Amendment 26-002)
In 2021, the City Council directed City staff to begin preparing a comprehensive update to Livermore’s 2003 General Plan. The updated General Plan is known as General Plan 2045.

General Plan 2045 identifies several Focus Areas where future land use changes are anticipated, including the Midtown Specific Plan Area (“Midtown”), which is envisioned as a future mixed-use area that balances housing, commercial, office, and industrial uses and would be implemented through a future specific plan following adoption of General Plan 2045.

McGrath RentCorp (“McGrath” or the “Property Owner”) is the largest single property owner within Midtown. McGrath owns approximately 130 acres generally located between Southfront Road and Las Positas Road and operates a mobile modular commercial-industrial business on the property.

The 130-acre project site is made up of numerous parcels located at 5605 and 5327 Southfront Road and 5700, 5699 and 5698 Las Positas Road with the following APNs: 99-40-72, 99-40-73, 99-40-74, 99-40-75, 99-40-76, 99-40-77, 99-40-78, 99-40,79 and 99-40-80.

McGrath and the City are parties to Development Agreement 08-002, originally approved in 2008 (“Original Agreement”), which vested McGrath’s commercial and industrial land use rights through 2029 in exchange for dedication of Bay Area Rapid Transit right-of-way. The Original Agreement did not approve a specific development project; instead, it vested the commercial and industrial land uses in effect at the time of adoption, with future development projects remaining subject to applicable permits, entitlements, and approvals.

From 2021 to 2022, City staff conducted outreach to property owners within Midtown, consistent with the City’s standard practice when considering land use changes in a defined planning area.

Through those discussions, McGrath and the City did not reach agreement regarding inclusion of the McGrath property in Midtown, the appropriate future mix of uses and residential densities, or an approach that addressed both the City’s long-term planning objectives and the Property Owner’s interests. McGrath subsequently submitted written correspondence to the City Council expressing opposition to the Midtown plan. 328
2 ORDINANCE NO. ___
On February 24, 2025, the City Council directed City staff to work with McGrath, seek a compromise, and return with a solution that would advance the goals of both parties.

Following that direction, City staff negotiated with McGrath regarding a proposed amendment to the Original Agreement. McGrath has agreed to the proposed terms of the First Amendment to Development Agreement 08-002 (“Amended Agreement” or “Project”). The Amended Agreement is attached as Exhibit B.

The proposed Amended Agreement would establish a framework for future planning and development of the McGrath property in relation to Midtown; allow McGrath’s existing industrial use to continue; clarify that future development projects remain subject to applicable design review, entitlement, environmental review, and other regulatory requirements; secure McGrath’s support for future residential planning on the property; require conveyance of the northern approximately 40 acres to a high-value commercial user, subject to City approval; extend the Development Agreement term through 2059; and adjust the Development Agreement boundary to remove the northern commercial parcel and add property under McGrath ownership south of Las Positas Road.

The proposed Amended Agreement is related to a proposed General Plan 2045 land use map change that would retain the southern approximately 90 acres of the McGrath property within Midtown and designate the northern approximately 40-acre parcel as Service Commercial to support the contemplated conveyance to a high-value commercial user and facilitate establishment of a commercial employment center adjacent to Midtown.

The City received an application from McGrath to amend Development Agreement 08-002 (DAA 26-002) in accordance with Livermore Development Code Chapter 9.04.

California Government Code Sections 65864 through 65869.5, as implemented by Livermore Development Code Chapter 9.04, authorize local agencies and private property owners to enter into development agreements to vest certain development rights and achieve local public purpose objectives.

On July 7, 2026, the Planning Commission held a duly noticed public hearing to consider the Amended Agreement, the CEQA determination, staff recommendations, all public comments and testimony, and findings, and adopted Planning Commission Resolution No. 18-26, attached hereto as Exhibit A, recommending the City Council approve the Amended Agreement. The Planning Commission additionally adopted Resolution No. 17-26 recommending the City Council find the Amended Agreement exempt from CEQA.

On July 27, 2026, the City Council held a duly noticed public hearing to consider the Amended Agreement, Planning Commission and staff recommendations, all public comments and testimony, and findings.
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3 ORDINANCE NO. ___

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

Section 1. Authority. Pursuant to Government Code Section 65864 et seq., the City Council considers that certain document under City Application No. Development Agreement Amendment 26-002 and entitled “The First Amendment to Development Agreement 08-002 (DAA 26-002) with McGrath RentCorp” (“Amended Agreement”). The Amended Agreement is attached hereto as Exhibit B.

Section 2. Record Evidence. Prior to taking action on the Project, and at a properly noticed public hearing, the City Council of the City of Livermore reviewed written and oral staff reports, conducted a public hearing on the Project and took testimony; and received into the record all pertinent documents related to the Project (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Ordinance by reference.

Section 3. Environmental. The City Council has adopted Resolution No. ___ finding that the Amended Agreement is exempt from the California Environmental Quality Act (“CEQA”), pursuant to CEQA Guidelines Sections 15301 and 15061(b)(3).

Section 4. Findings. The City Council has considered the findings made in Planning Commission Resolution No. 18-26, attached hereto as Exhibit A, and hereby adopts the same findings by this reference and incorporates them herein as their own.

Section 5. Approval. Based upon the City Council’s own independent review of the Record Evidence and considerations, it hereby adopts this Ordinance approving the Amended Agreement, attached hereto as Exhibit B.

Section 6. Signing Authority. The City Manager is hereby authorized to sign the Amended Agreement on behalf of the City of Livermore.

Section 7. Publication. This Ordinance shall be published once in a newspaper of general circulation of the City of Livermore within fifteen days after its adoption.

Section 8. Effective Date. This Ordinance shall take effect 30 days after its adoption.

Section 9. Recording. The City Clerk is directed to record the Amended Agreement within 10 days after the effective date of the Amended Agreement.

Section 10. Documents. The documents that constitute the record of proceedings upon which this decision is based on can be found in the City Clerk’s Office, 1052 S. Livermore Avenue, Livermore, California.

Section 11. Severability. If any part of this Ordinance is declared unconstitutional or invalid by a court, such unconstitutionality or invalidity shall not affect any remaining parts.
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4 ORDINANCE NO. ___
The foregoing Ordinance was introduced at the meeting of the City Council of the City of Livermore held on July 27, 2026, by the following vote:

AYES: Council Members Barrientos, Branning, Dunbar, Vice Mayor Wang, and Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
The Ordinance was adopted at the regular meeting of the City Council held on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Mayor, City of Livermore
ATTEST: APPROVED AS TO FORM:
___________________________ /s/ Katherine Mirassou___ ________ Olivia Nashed Katherine Mirassou
City Clerk Assistant City Attorney
Exhibit A – Planning Commission Resolution 18-26
Exhibit B – Amended Agreement
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CITY COUNCIL STAFF REPORT ITEM NO. 6.19
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Resolution authorizing the execution of an agreement with ROK Technologies, LLC for managed cloud services supporting AWS-hosted ArcGIS Enterprise environment and related software services for three years in an amount not-to-exceed $245,304.

RECOMMENDED ACTION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with ROK Technologies, LLC to provide managed cloud services for the City's AWS-hosted ArcGIS Enterprise environment and related services in an amount not-to-exceed $245,304 for a period of three years.

SUMMARY
The proposed agreement with ROK Technologies, LLC provides managed Amazon Web Services ("AWS") within the City's Geographic Information Systems ("GIS") Enterprise environment. AWS is a secure and scalable cloud platform used to host and run the City's GIS infrastructure, which stores critical spatial data to create dashboards and tools for city planning and capital improvement projects.

Under the agreement, ROK will deliver comprehensive system administration, including software upgrades, security patching, database maintenance, virtual desktop support, infrastructure monitoring, and incident response. The contract term is three years, from September 1, 2026, through August 31, 2029, with a not-to-exceed amount of $245,304. Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the agreement.

DISCUSSION
The City's Geographic Information Systems (GIS) environment was previously hosted on an aging onpremises server infrastructure that experienced frequent instability and system crashes. Public-facing GIS sites and internal applications routinely failed, interrupting access to critical spatial data used by multiple City departments. Because the City did not have in-house expertise in GIS infrastructure, cloud architecture, or ArcGIS Enterprise administration, staff were unable to diagnose or resolve these outages. This resulted in extended periods of downtime and significant disruption to City operations.

To maintain basic functionality, the City depended on legacy consultants; however, their long turnaround 351
times often delayed resolution of urgent issues. As a result, staff could not perform core GIS duties efficiently or, in certain cases, at all. Persistent instability in the GIS environment created operational inefficiencies, limited the City's ability to support department workflows, and impeded delivery of reliable, data-driven services.

ROK Technologies has demonstrated reliable service delivery, improved system uptime, and provided specialized technical expertise. The City has maintained a contract with ROK Technologies for the past two years, and staff is now recommending entering into a three-year agreement to continue their managed services and support through August 31st, 2029.

FISCAL AND ADMINISTRATIVE IMPACTS
The agreement for professional services between the City of Livermore and ROK Technologies, LLC includes a not-to-exceed amount of $245,304 for a period of three years. All costs associated with the proposed contract are included in the current Information Technology Division’s budget.

COMMUNITY PILLAR
5: A City that Works.

GOAL

11. Modernize key business systems and processes to increase efficiency and improve transparency.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement
Prepared by: Kim Loan Tran
GIS Program Manager
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
352
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AN

AGREEMENT WITH ROK TECHNOLOGIES, LLC FOR MANAGED
CLOUD SERVICES SUPPORTING AMAZON WEB SERVICES (“AWS”)
HOSTED GEOGRAPHIC INFORMATION SYSTEMS (“GIS”)

ENTERPRISE ENVIRONMENT AND RELATED SOFTWARE SERVICES
IN AN AMOUNT NOT-TO-EXCEED $245,304 FOR A PERIOD OF

THREE YEARS
The City’s old on-premises GIS system was unreliable, poorly documented, and lacked technical support, causing frequent outages and prolonged downtime. City Staff did not have the expertise to diagnose or resolve these issues, causing major disruptions to various departments like Community Development, Public Safety, and customer-facing operations, and leading to widespread frustration with unstable services and inconsistent data publishing.

To resolve longstanding reliability and support challenges, ROK Technologies, LLC has transitioned the City’s GIS operations into a modern, professionally managed cloud environment over the past two years, delivering a sustainable, stable, and service-ready GIS infrastructure on an annual basis.

City Staff are recommending the execution of an extended agreement with ROK Technologies, LLC, in an amount not-to-exceed $245,304 over three years for managed cloud services supporting Amazon Web Services (AWS) Hosted ArcGIS Enterprise environment.

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

1. Authorizes the City Manager to execute an agreement with ROK Technologies, LLC in an amount not-to-exceed $245,304 for a period of three years.

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 14, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
353
2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales
Olivia Nashed Daniel Gonzales
City Clerk Deputy City Attorney
Exhibit A – ROK Technologies, LLC Agreement
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CITY COUNCIL STAFF REPORT ITEM NO. 6.20
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Benny Stuth, Airport Manager
SUBJECT: Resolution authorizing the City Manager, or her designee, to execute a Grant Agreement with the Federal Aviation Administration (FAA) accepting $729,660 to update the Airport Layout Plan with Narrative Report and appropriate the necessary funds to complete the project.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution to:

1. Authorize the City Manager, or designee, to accept and execute the Federal Aviation Administration Airport Infrastructure Grant Agreement No. 3-06-0123-036-2026 and accept $729,660 in grant funds;

2. Appropriate $729,660 in FAA grant funds to Capital Improvement Project AR202720 for the Airport Layout Plan Update with Narrative Report;

3. Appropriate $76,806 from the Livermore Municipal Airport Enterprise Fund to Capital Improvement Project AR202720 to satisfy the required local match and provide for additional funding for project budget flexibility;

4. Authorize the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including making minor changes to the grant funding documents.

SUMMARY
The Airport Layout Plan Update with Narrative Report, Airport Geographic Information System (AGIS) Obstruction Survey, and supporting environmental baseline studies will provide the planning, mapping, engineering, and environmental foundation necessary to guide future airport development, maintain compliance with FAA planning requirements, and support future FAA-funded capital improvement projects.

Approval of this item will authorize the City Manager, or her designee, to execute FAA Airport Infrastructure Grant Agreement No. 3-06-0123-036-2026 and accept the $729,660 FAA grant award.

DISCUSSION
Airport Infrastructure Grant Program and Airport Layout Plan 373
The Livermore Municipal Airport (Airport) is a public-use airport owned and operated by the City of Livermore (the Airport Sponsor). The City undertakes routine capital infrastructure and planning projects to maintain the Airport and keep it operational. The FAA provides grant monies to eligible airports for infrastructure and planning projects through the Airport Infrastructure Grant (AIG) program.

The FAA requires Airport Sponsors to maintain a current Airport Layout Plan (ALP) as the official planning document identifying existing airport facilities, potential future development sites, land use, and airspace considerations. The Airport’s current FAA-approved ALP was completed in 2014 and needs to be updated to reflect existing conditions, current FAA design standards, projected aviation demand, and planned land use. As part of the update process, the project also includes an AGIS Obstruction Survey and supporting environmental baseline studies.

Selection and Grant Requirements
Airport capital projects are identified and prioritized annually through the FAA’s Airport Capital Improvement Program (ACIP), which must be approved by the FAA before becoming eligible for AIG funding. On May 28, 2026, the FAA notified the City that funding for the ALP Update with Narrative Report could be available during the current funding cycle if a complete grant application was submitted by July 20, 2026.

The City submitted its grant application and, following review of the application, the FAA selected the ALP Update with Narrative Report for a $729,660 grant award, representing ninety-five percent (95%) of eligible project costs. On September 4, 2026, the FAA transmitted Airport Infrastructure Grant Agreement No. 3-06-0123-036-2026 to the City.

In order to receive the grant funds, the City must:

1. Program the project into the local Capital Improvement Plan (CIP);

2. Provide the required local funds match;

3. Enter into a Grant Agreement by the acceptance deadline established by the FAA, as authorized by the local legislative body; and,

4. Agree to the applicable FAA Grant Assurances.

On July 27, 2026, the City Council approved the addition of the ALP Update with Narrative Report to the City’s Five-Year CIP under Capital Improvement Project AR202720, which also included another project, the Electric Master Utility Plan. Subsequent to that Council action and submission of the original grant application, the FAA requested that the projects identified in Capital Improvement Project AR202720 be separated into two distinct grant applications and grant awards: one for the ALP Update with Narrative Report, including the AGIS Obstruction Survey and environmental baseline studies, and a second for the Electric Master Utility Plan. The FAA did not require the City to similarly separate the locally approved Capital Improvement Project. Accordingly, both FAA grant awards will remain under Capital Improvement Project AR202720, with separate sub-fund codes established to independently track revenues and expenditures associated with each grant.

The Grant Agreement must be signed by September 16, 2026, to remain eligible for funding. Failure to accept and execute the FAA Grant Agreement will delay the project until the next federal funding cycle, resulting in an approximate one-year delay to the ALP Update. Such a delay would postpone future FAA374 funded capital improvement projects that depend on completion of these planning efforts and could impact the Airport’s overall capital improvement schedule.

The City Attorney’s Office and Administrative Services Department have reviewed FAA Airport Infrastructure Grant Agreement No. 3-06-0123-036-2026.

Next Steps
Following City Council approval of the grant resolution, the City Manager, or designee, would execute the Grant Agreement and accept the $729,660 grant award.

The remaining $76,806, comprised of the local grant match and additional project funding for flexibility, will be funded through the Livermore Municipal Airport Enterprise Fund. This funding opportunity will enable the Airport to leverage available federal AIG funds while completing the Airport’s primary planning effort for the next decade.

ENVIRONMENTAL DOCUMENTATION
The acceptance of FAA grant funds and appropriation of those funds to prepare the Airport Layout Plan Update does not constitute a project under the California Environmental Quality Act (CEQA) Section 21065 and CEQA Guidelines Section 15378. The appropriation of funds for preparation of the Airport Layout Plan Update does not have the potential for resulting in either a direct or a reasonably foreseeable indirect physical change to the environment. Therefore, no environmental review under CEQA is required.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding for the project, AR202720, is anticipated to consist of FAA Airport Infrastructure Grant (AIG) funds and Airport Enterprise Funds. As shown in the table below, the total project budget is $806,466 with $76,806 in Airport Enterprise Funds (Fund 600) and $729,660 in Federal Grant Funds (Fund 601).

The required local match is $38,403. The proposed Airport Enterprise Fund appropriation includes an additional $38,403 above the minimum required local match to provide budget flexibility during project implementation, if needed.

Fund FY 25/26 FY26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 Total Airport
Enterprise
Fund (600)
0 $76,806 0 0 0 0 $76,806
Federal
Grant -
Airport (601)
0 $729,660 0 0 0 0 $729,660
Total 0 $806,466 0 0 0 0 $806,466

COMMUNITY PILLAR

5. A City That Works
375
GOAL

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

ATTACHMENTS

1. FAA Application - Airport Layout Plan

2. FAA Amended Application - Airport Layout Plan

3. City CIP Project Sheet

4. Resolution

5. Exhibit A - FAA Grant Agreement
Prepared by: Benedict Stuth
Airport Manager
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
376

GRANT APPLICATION

INFRASTRUCTURE INVESTMENT AND JOBS ACT (IIJA)
For
Airport Layout Plan Update with Narrative Report
and
Electric Master Utility Plan
FY 2026

LIVERMORE MUNICIPAL AIRPORT
Submitted to the
• Federal Aviation Administration ····· ··-----LO-- 0 --- by the

CITY OF LIVERMORE
July 2026
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Application for Federal Assistance SF-424
*1. Type of Submission: *2. Type of Application * If Revision, select appropriate letter(s):

D Preapplication lgjNew
lgJ Application D Continuation * Other (Specify)
D Changed/Corrected Application D Revision
*3. Date Received: 4. Applicant Identifier:

LVK
Sa. Federal Entity Identifier: *Sb. -Federal Award Identifier:

State Use Only:

6. Date Received by State: I 7. state Application Identifier:

8. APPLICANT INFORMATION:
*a. Legal Name: City of Livermore
*b. Employer/Taxpayer Identification Number (EIN/TIN): *c. UEI:
94-600035 KGBMZK3CQF36
d. Address:
*Street 1: 1052 S. Livermore Avenue
Street 2: I
*City: Livermore
County/Parish: Alameda
*State: Province: CA
*Country: United States
*Zip / Postal Code 94550-4813
e. Organizational Unit:

Department Name: Division Name:

Innovation & Economic Development Airport
f. Name and contact information of person to be contacted on matters involving this application:

Prefix: Mr. *First Name: Benedict
Middle Name:
*Last Name: Stuth
Suffix:

Title: Airport Manager
Organizational Affiliation:

City of Livermore
*Telephone Number: 925-960-8221 Fax Number:
*Email: [email protected]
0MB Number: 2120-0569
Expiration Date: 12/31/2026
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AIRPORT LAYOUT PLAN AND TECHNICAL STUDIES
Project No.: AR202720
COMMUNITY PILLAR: A City That Works
Project Description:

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

FUNDING: A F.A.A. grant will cover the
majority of the project with matching
from a state grant and the Airport
Operating Fund.

This project includes a series of planning and technical studies to help the airport understand its operational and infrastructure needs over the next 10 years while positioning it for future development opportunities. Work on this project will include:

Airport Layout Plan (ALP): The ALP update will inventory existing airport conditions and prepare 20-year aviation demand forecasts for aircraft operations, based aircraft, and the airport’s critical design aircraft. It will evaluate airfield and landside facility needs, develop alternatives to satisfy future development potential including an airport development concept and recommend capital improvement projects with cost estimates. It will also include preparing an ALP drawing set and coordinating with the FAA’s San Francisco Airports District Office for review and approval. An FAA approved ALP will support future grant funding opportunities.

Obstruction Survey (AGIS): This survey will collect on-airport mapping and surrounding area data to support development of the ALP drawing set helping to protect arrivals and departures at the airport.

Electric Master Utility Plan (EMUP): The EMUP will assess the airport’s existing electrical infrastructure, project future demand based on development considerations and operational changes, and identify improvements needed to meet a future demand scenario. The plan will provide a 10-year strategy that identifies necessary utility improvements, when they should occur, and how they might be funded. It will include an opportunity and risk assessment, and recommend capital improvement projects which will help the airport remain ahead of demand while it positions itself to capitalize on opportunities.

Environmental baseline surveys: Surveys will be conducted for biological resources including federally and statelisted threatened and endangered species, designated critical habitat, jurisdictional waters, and other sensitive resources. Survey’s will also be conducted for cultural resources, including the built environment.

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

CAPITAL IMPROVEMENT PLAN
Airport
FY 2025-2030 CAPITAL IMPROVEMENT PLAN

PROJECT LOCATION
Airport

425
Fund FY2025-26 FY2026-27 FY2027-28 FY2028-29 FY2029-30 FY2030-45 Total Airport Operating Fund (600) $0 $107,680 $0 $0 $0 $0 $107,680 Federal Grant- Airport (601) $0 $1,022,960 $0 $0 $0 $0 $1,022,960 TOTAL $0 $1,130,640 $0 $0 $0 $0 $1,130,640

PROJECT

FUNDING

AIRPORT LAYOUT PLAN AND TECHNICAL STUDIES
Project No.: AR202720
Project Justification:

The Airport Layout Plan (ALP) Update with Narrative Report will provide a comprehensive planning study of the Livermore Municipal Airport (LVK) that meets prescribed criteria set forth by the Federal Aviation Administration (FAA). The FAA recommends that airports update their planning documents every 7-10 years, or as demand dictates, to ensure plans are up-to-date and reflect current conditions, FAA regulations, and consider future activities and operations that could take place. The last FAA-prescribed planning study for LVK is over 10 years old, which was an ALP Update and Narrative Report completed in 2014. The current study will be funded through the FAA’s Infrastructure Investment and Jobs Act (IIJA) Airport Infrastructure Grant (AIG), which provides 95% of the total project cost.

CAPITAL IMPROVEMENT PLAN
Airport
FY 2025-2030 CAPITAL IMPROVEMENT PLAN
Airport

426
1 RESOLUTION NO. _____

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO

EXECUTE A GRANT AGREEMENT WITH THE FEDERAL AVIATION
ADMINISTRATION (FAA) ACCEPTING $729,660 TO UPDATE THE AIRPORT

LAYOUT PLAN WITH NARRATIVE REPORT AND APPROPRIATE THE

NECESSARY FUNDS TO COMPLETE THE PROJECT
The Livermore Municipal Airport is a public-use airport owned and operated by the City of Livermore and is subject to the jurisdiction and requirements of the Federal Aviation Administration (FAA).

The FAA requires Airport Sponsors to maintain a current Airport Layout Plan (ALP) as the official planning document identifying existing airport facilities, future development, land use, and airspace considerations. The Airport's current FAAapproved Airport Layout Plan was completed in 2014 and needs to be updated to reflect existing conditions, current FAA design standards, projected aviation demand, and planned land use. As part of the update process, the project also includes an Airport Geographic Information System (AGIS) Obstruction Survey and supporting environmental baseline studies.

On July 20, 2026, the City submitted an application to the FAA for Airport Infrastructure Grant funding for the Airport Layout Plan Update with Narrative Report, Airport Geographic Information System (AGIS) Obstruction Survey, and supporting environmental baseline studies. Following review of the City's application, the FAA notified the City that the project has been selected for funding and is expected to transmit the Airport Infrastructure Grant Agreement electronically.

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

1. Authorizes the City Manager, or designee, to accept and execute the Federal Aviation Administration (FAA) Airport Infrastructure Grant Agreement, attached hereto as Exhibit A;

2. Appropriates $729,660 in FAA grant funds to Capital Improvement Project AR202720 for the Airport Layout Plan Update with Narrative Report;

3. Appropriates $76,806 from the Livermore Municipal Airport Enterprise Fund to Capital Improvement Project AR202720, including funding for the required local match and additional project budget flexibility;

4. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including making changes to the grant funding documents, which shall by approved as to form by the City Attorney or her designee.
427
2 RESOLUTION NO. _____
On motion of Council Member _____________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on September 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Olivia Nashed Tara Mazzanti
City Clerk Senior Assistant City Attorney
Exhibit A – Grant Agreement
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3-06-0123-036-2026
1 U.S. Department
of Transportation
Federal Aviation
Administration
Airports Division
Western-Pacific
Region
California
San Francisco Airports
District Office:
2999 Oak Road, Suite 200
Walnut Creek, CA 94597
{{DateTime_es_:signer1:calc(now()):format(date," mmmm d, yyyy")}} Mrs. Marianna Burch
City Manager
City of Livermore
1052 S Livermore Avenue
Livermore, CA 94550
Dear Mrs. Marianna Burch:

The Grant Offer for Infrastructure Investment and Jobs Act (IIJA) Project No. 3-06-0123-036-2026 at Livermore Municipal Airport is attached for execution. This letter outlines the steps you must take to properly enter into this agreement and provides other useful information. Please read the conditions, special conditions, and assurances that comprise the Grant Offer carefully.

You may not make any modification to the text, terms or conditions of the Grant Offer.

Steps You Must Take to Enter Into Agreement. To properly enter into this agreement, you must do the following:

1. The governing body must give authority to execute the grant to the individual(s) signing the grant, i.e., the person signing the document must be the sponsor’s authorized representative(s) (hereinafter “authorized representative”).

2. The authorized representative must execute the grant by adding their electronic signature to the appropriate certificate at the end of the agreement.

3. Once the authorized representative has electronically signed the grant, the sponsor’s attorney(s) will automatically receive an email notification.

4. On the same day or after the authorized representative has signed the grant, the sponsor’s attorney(s) will add their electronic signature to the appropriate certificate at the end of the agreement.

5. If there are co-sponsors, the authorized representative(s) and sponsor’s attorney(s) must follow the above procedures to fully execute the grant and finalize the process. Signatures must be obtained and finalized no later than September 16, 2026. 6. The fully executed grant will then be automatically sent to all parties as an email attachment.

Payment. Subject to the requirements in 2 CFR § 200.305 (federal payment), each payment request for reimbursement under this grant must be made electronically via the Delphi eInvoicing System. Please see the attached Grant Agreement for more information regarding the use of this system.

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2 Project Timing. The terms and conditions of this agreement require you to complete the project without undue delay and no later than the Period of Performance end date four (4) years from the grant execution date). We will be monitoring your progress to ensure proper stewardship of these federal funds. We expect you to submit payment requests for reimbursement of allowable incurred project expenses consistent with project progress. Your grant may be placed in “inactive” status if you do not make draws on a regular basis, which will affect your ability to receive future Grant Offers. Costs incurred after the Period of Performance ends are generally not allowable and will be rejected unless authorized by the FAA in advance.

Reporting. Until the grant is completed and closed, you are responsible for submitting formal reports as follows:

For all grants, you must submit by December 31st of each year this grant is open:

1. A signed/dated SF-270 (Request for Advance or Reimbursement for non-construction projects) or SF-271 or equivalent (Outlay Report and Request for Reimbursement for Construction Programs), and

2. An SF-425 (Federal Financial Report).

For non-construction projects, you must submit FAA Form 5100-140, Performance Report within 30 days of the end of the federal fiscal year.

For construction projects, you must submit FAA Form 5370-1, Construction Progress and Inspection Report, within 30 days of the end of each federal fiscal quarter.

Audit Requirements. As a condition of receiving federal assistance under this award, you must comply with audit requirements as established under 2 CFR Part 200. Subpart F requires non-federal entities that expend $1,000,000 or more in federal awards to conduct a single or program specific audit for that year. Note that this includes federal expenditures made under other federal-assistance programs. Please take appropriate and necessary action to ensure your organization will comply with applicable audit requirements and standards.

Closeout. Once the project(s) is completed and all costs are determined, we ask that you work with your FAA contact indicated below to close the project without delay and submit the necessary final closeout documentation as required by your Region/Airports District Office.

FAA Contact Information. Jeffrey Spencer, (925) 546-6448, [email protected] is the assigned program manager for this grant and is readily available to assist you and your designated representative with the requirements stated herein.

We sincerely value your cooperation in these efforts and look forward to working with you to complete this important project.

Sincerely,
{{Sig_es_:signer1: signature}} Amy Choi
SFO ADO Manager

EXHIBIT A
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1 U.S. Department
of Transportation
Federal Aviation
Administration

FEDERAL AVIATION ADMINISTRATION
FY 2026

AIRPORT INFRASTRUCTURE GRANT (AIG) GRANT AGREEMENT
Part I - Offer
Federal Award Offer Date {{DateTime_es_:signer1:calc(now()):format(date," mmmm d, yyyy")}} Airport/Planning Area Livermore Municipal Airport
Airport Grant Number 3-06-0123-036-2026
Unique Entity Identifier KGBMZK3CQF36
TO: City of Livermore
(herein called the "Sponsor") (For Co-Sponsors, list all Co-Sponsor names. The word "Sponsor" in this Grant Agreement also applies to a Co-Sponsor.) FROM: The United States of America (acting through the Federal Aviation Administration, herein called the "FAA")
WHEREAS, the sponsor has submitted to the FAA a Project Application dated August 03, 2026, for a grant of federal funds for a project at or associated with the Livermore Municipal Airport, which is included as part of this Grant Agreement; and
WHEREAS, the FAA has approved a project for the Livermore Municipal Airport (herein called the “Project”) consisting of the following:

Updated Airport Layout Plan (ALP) Narrative Report Study, including Environmental Baseline Analysis, Aeronautical Survey, and Updated ALP Drawing Set.
which is more fully described in the Project Application.

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2 NOW THEREFORE, Pursuant to and for the purpose of carrying out Title 49, United States Code (USC), Chapters 471 and 475; 49 USC §§ 40101 et seq. and 48103; Consolidated Appropriations Act, 2024 (Public Law Number (P.L.) 118-42); Consolidated Appropriations Act, 2025 (P.L. 119-4); Consolidated Appropriations Act, 2026 (P.L. 119-75); FAA Reauthorization Act of 2024 (P.L. 118-63); Infrastructure Investment and Jobs Act of 2021 (IIJA) (P.L. 117-58) (as applicable); and the representations contained in the Project Application; and in consideration of: (a) the sponsor’s adoption and ratification of the most recently published Grant Assurances; (b) the sponsor’s acceptance of this offer; and (c) the benefits to accrue to the United States and the public from the accomplishment of the project, and compliance with the Grant Assurance and conditions as herein provided;

THE FEDERAL AVIATION ADMINISTRATION, FOR AND ON BEHALF OF THE UNITED STATES, HEREBY OFFERS AND AGREES to pay (95) % of the allowable costs incurred accomplishing the Project as the United States’ share of the Project. Assistance Listings Number(s): 20.117. This Offer is made on and SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

CONDITIONS

1. Maximum Obligation. The maximum obligation of the United States payable under this Offer is $729,660.

The following amounts represent a breakdown of the maximum obligation for the purpose of establishing allowable amounts for any future grant amendment, which may increase the foregoing maximum obligation of the United States under the provisions of 49 USC § 47108(b):
$729,660 for planning
$0 for airport development or noise program implementation; and, $0 for land acquisition.

2. Grant Performance. This agreement is subject to the following federal award requirements:
a. Period of Performance:
i. Start Date: The date the recipient formally accepts this agreement and the date signed by the last signatory to the agreement.
ii. End Date: Four (4) years to the calendar day from the date of acceptance. iii. Extension of the Period of Performance (PoP): The recipient may request a one-time extension of up to one year after the PoP end date by submitting a request to the FAA. The request must include, at a minimum, supporting justification for the request and the amount of additional time requested. The request must be submitted at least 10 calendar days before the PoP end date. This one-time extension may not be exercised for the sole purpose of using unobligated balances.

The PoP end date, or any extension as approved by FAA, shall not affect, relieve, or reduce recipient obligations and assurances that extend beyond the closeout of this agreement. b. Budget Period:
i. For a single year grant offer, the budget period follows the same start and end date as the PoP provided in paragraph 2(a), and any extension of the PoP end date.

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3 ii. For a multi-year grant offer, per the authority provided in 49 USC § 47108 and § 47114, the budget period is from the initial PoP start date through the end of the final fiscal year identified on a multi-year grant offer (See Multi-Year Grant Special Condition, if applicable). c. Appropriation Period of Availability and Expenditure:
i. The FAA must obligate appropriated funds within the period of availability identified in the appropriation.
ii. In accordance with 31 USC § 1552, by September 30th of the fifth fiscal year after the period of availability, FAA must liquidate and close expired appropriations, and any remaining balance (whether obligated or unobligated) must be canceled and thereafter shall not be available for obligation or expenditure for any purpose. iii. IIJA and Supplemental AIP funding are subject to this condition. d. Close Out:

Recipients shall begin the closeout process upon physical completion of the project(s) identified in this agreement. Closeout shall proceed expeditiously and without delay, even if the PoP end date has not been reached. In accordance with 2 Code of Federal Regulations (CFR) 200, unless the FAA authorizes a written extension, the recipient must submit all grant closeout documentation and liquidate (pay-off) all obligations incurred under this award no later than 120 calendar days after the PoP end date. If the recipient does not submit all required closeout documentation within this period, the FAA will proceed to close out the grant within one year of the PoP end date with the information available at the end of 120 days. e. Termination:

The FAA may terminate this agreement and all of its obligations under this agreement if any of the following occur:
i. The recipient fails to comply with the terms and conditions of this agreement; ii. The recipient fails to obtain or provide any recipient grant contribution as required by the agreement;
iii. There is a material failure to comply with the Project Schedule even if it is beyond the reasonable control of the recipient;
iv. Any project changes that the FAA determines are inconsistent with the FAA’s basis for selecting the project to receive a grant;
v. Continued grant payment inactivity, generally defined as no drawdowns over a 12-month period;
vi. The recipient requests that the FAA terminate the agreement under this section; or vii. The FAA determines that termination of this agreement is in the public interest.

In terminating this agreement under this section, the FAA may elect to consider only the interests of the FAA.

3. Ineligible or Unallowable Costs. In accordance with 49 USC § 47110, the sponsor is prohibited from including any costs in the grant funded portions of the project that the FAA has determined to be ineligible or unallowable, including costs incurred to carry out airport development implementing

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4 policies and initiatives repealed by Executive Order 14148, provided such costs are not otherwise permitted by statute.

4. Indirect Costs - Sponsor. The sponsor may charge indirect costs under this award by applying the indirect cost rate identified in the project application, as accepted by the FAA, to allowable costs for sponsor direct salaries and wages.

5. Determining the Final Federal Share of Costs. The United States’ share of allowable project costs will be made in accordance with 49 USC § 47109, the regulations, policies, and procedures of the Secretary of Transportation (“Secretary”), and any superseding legislation. Final determination of the United States’ share will be based upon the final audit of the total amount of allowable project costs, and settlement will be made for any upward or downward adjustments to the federal share of costs.

6. Completing the Project Without Delay and in Conformance with Requirements. The sponsor must carry out and complete the project without undue delay, and in accordance with this agreement, 49 USC Chapters 471 and 475, IIJA (P.L. 117-58) (as appropriate), and the regulations, policies, and procedures of the Secretary. Per 2 CFR § 200.308, the sponsor agrees to report and request prior FAA approval for any disengagement from performing the project that exceeds three months, or a 25 percent reduction in time devoted to the project. The report must include a reason for the project stoppage. The sponsor also agrees to comply with the grant assurances, which are part of this agreement.

7. Amendments or Withdrawals before Grant Acceptance. The FAA reserves the right to amend or withdraw this offer at any time prior to its acceptance by the sponsor.

8. Offer Expiration Date. This offer will expire and the United States will not be obligated to pay any part of the costs of the project(s) unless this offer has been accepted by the sponsor on or before September 16, 2026, or such subsequent date as may be prescribed in writing by the FAA.

9. Improper Use of Federal Funds and Mandatory Disclosure. a. The sponsor must take all steps, including litigation, if necessary, to recover federal funds spent fraudulently, wastefully, or in violation of federal antitrust statutes, or misused in any other manner for any project upon which federal funds have been expended. For the purposes of this grant agreement, the term “federal funds” means funds however used or dispersed by the sponsor, that were originally paid pursuant to this or any other federal grant agreement. The sponsor must obtain the approval of the Secretary as to any determination of the amount of the federal share of such funds. The sponsor must return the recovered federal share, including funds recovered by settlement, order, or judgment, to the Secretary. Upon request, the sponsor must furnish to the Secretary all documents and records pertaining to the determination of the amount of the federal share, or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All settlements or other final positions of the sponsor, in court or otherwise, involving the recovery of such federal share require advance approval by the Secretary.
b. The sponsor, a recipient, and a subrecipient under this federal grant must promptly comply with the mandatory disclosure requirements as established under 2 CFR § 200.113, including reporting requirements related to recipient integrity and performance in accordance with Appendix XII to 2 CFR Part 200.

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5 10. United States Not Liable for Damage or Injury. The United States is not responsible or liable for damage to property or injury to persons which may arise from, or be incident to, compliance with this agreement.

11. System for Award Management (SAM) Registration and Unique Entity Identifier (UEI). a. Requirement for System for Award Management (SAM): Unless the sponsor is exempted from this requirement under 2 CFR § 25.110, the sponsor must maintain the currency of its information in the SAM until the sponsor submits the final financial report required under this grant, or receives the final payment, whichever is later. This requires that the sponsor review and update the information at least annually after the initial registration and more frequently if required by changes in information or another award term. Additional information about registration procedures may be found at the SAM website (currently at http://www.sam.gov). b. Unique entity identifier (UEI) means a 12-character alpha-numeric value used to identify a specific commercial, nonprofit, or governmental entity. A UEI may be obtained from SAM.gov at https://sam.gov/content/entity-registration. 12. Electronic Grant Payment(s). Unless otherwise directed by the FAA, the sponsor must make each payment request under this agreement electronically via the Delphi eInvoicing System for Department of Transportation (DOT) Financial Assistance Awardees.

13. Informal Letter Amendment of Projects. If, during the life of the project, the FAA determines that the maximum grant obligation of the United States exceeds the expected needs of the sponsor by $25,000 or five percent, whichever is greater, the FAA can issue a letter amendment to the sponsor unilaterally reducing the maximum obligation.

The FAA can also issue a letter to the sponsor increasing the maximum obligation if there is an overrun in the total actual eligible and allowable project costs to cover the amount of the overrun, provided it will not exceed the statutory limitations for grant amendments. The FAA’s authority to increase the maximum obligation does not apply to the “planning” component of Condition No. 1, Maximum Obligation.

The FAA can also issue an informal letter amendment that modifies the grant description to correct administrative errors or to delete work items if the FAA finds it advantageous, and in the best interests of the United States.

An informal letter amendment has the same force and effect as a formal grant amendment.

14. Environmental Standards. The sponsor is required to comply with all applicable environmental standards, as further defined in the Grant Assurances, for all projects in this grant. If the sponsor fails to comply with this requirement, the FAA may suspend, cancel, or terminate this Grant Agreement.

15. Financial Reporting and Payment Requirements. The sponsor will comply with all federal financial reporting requirements and payment requirements, including submittal of timely and accurate reports.

16. Buy American. Unless otherwise approved in advance by the FAA, in accordance with 49 USC § 50101, the sponsor will not acquire or permit any contractor or subcontractor to acquire any steel or manufactured goods produced outside the United States to be used for any project for which funds are provided under this grant. The sponsor will include a provision implementing Buy American in every contract and subcontract awarded under this grant.

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6 17. Build America, Buy America. The sponsor must comply with the requirements under the Build America, Buy America Act (P.L. 117-58).

18. Maximum Obligation Increase. In accordance with 49 USC § 47108(b)(2), as amended, the maximum obligation of the United States, as stated in Condition No. 1, Maximum Obligation, of this grant:
a. May not be increased for a planning project;
b. May be increased by not more than 15 percent for development projects, if funds are available; c. May be increased by not more than the greater of the following for a land project, if funds are available:
i. 15 percent; or
ii. 25 percent of the total increase in allowable project costs attributable to acquiring an interest in the land.

If the sponsor requests an increase, any eligible increase in funding will be subject to the United States Government share as provided in 49 USC § 47109, or IIJA (P.L. 17-58), or other superseding legislation if applicable, for the fiscal year appropriation with which the increase is funded. The FAA is not responsible for the same federal share provided herein for any amount increased over the initial grant amount. The FAA may adjust the federal share as applicable through an informal letter of amendment.

19. Audits for Sponsors.

PUBLIC SPONSORS. The sponsor must provide for a Single Audit or program-specific audit in accordance with 2 CFR Part 200. The sponsor must submit the audit reporting package to the Federal Audit Clearinghouse on the Federal Audit Clearinghouse’s Internet Data Entry System at http://harvester.census.gov/facweb/. Upon request of the FAA, the sponsor shall provide one copy of the completed audit to the FAA. Sponsors that expend less than $1,000,000 in federal awards and are exempt from federal audit requirements must make records available for review or audit by the appropriate federal agency officials, state, and Government Accountability Office. The FAA and other appropriate federal agencies may request additional information to meet all federal audit requirements.

20. Suspension or Debarment. When entering into a “covered transaction” as defined by 2 CFR § 180.200, the sponsor must:
a. Verify the non-federal entity is eligible to participate in this federal program by:
i. Checking the System for Award Management (SAM.gov) exclusions to determine if the nonfederal entity is excluded or disqualified; or ii. Collecting a certification statement from the non-federal entity attesting they are not excluded or disqualified from participating; or
iii. Adding a clause or condition to covered transactions attesting the individual or firm are not excluded or disqualified from participating.
b. Require prime contractors to comply with 2 CFR § 180.330 when entering into lower-tier transactions with their contractors and sub-contractors.

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7 c. Immediately disclose in writing to the FAA whenever (1) the sponsor learns they have entered into a covered transaction with an ineligible entity or (2) the public sponsor suspends or debars a contractor, person, or entity.

21. Ban on Texting While Driving. a. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, the sponsor is encouraged to:
i. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal Government, including work relating to a grant or subgrant.
ii. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as:
a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and
b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.
f. The sponsor must insert the substance of this clause on banning texting while driving in all subgrants, contracts, and subcontracts funded with this grant.

22. Trafficking in Persons. a. Posting of contact information. i. The sponsor must post the contact information of the national human trafficking hotline (including options to reach out to the hotline such as through phone, text, or TTY) in all public airport restrooms.
b. Provisions applicable to a sponsor that is a private entity. i. Under this grant, the sponsor, its employees, subrecipients under this grant, and subrecipient’s employees must not engage in:
a) Severe forms of trafficking in persons;
b) The procurement of a commercial sex act during the period of time that the grant or cooperative agreement is in effect;
c) The use of forced labor in the performance of this grant; or any subaward; or d) Acts that directly support or advance trafficking in persons, including the following acts:

1. Destroying, concealing, removing, confiscating, or otherwise denying an employee access to that employee’s identity or immigration documents;

2. Failing to provide return transportation of pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless:

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8 a. Exempted from the requirement to provide or pay for such return transportation by the federal department or agency providing or entering into the grant; or
b. The employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or witness in a human trafficking enforcement action;

3. Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment;

4. Charging recruited employees a placement or recruitment fee; or

5. Providing or arranging housing that fails to meet the host country’s housing and safety standards.
ii. The FAA may unilaterally terminate this grant or take any remedial actions authorized by 22 USC § 7104b(c), without penalty, if any private entity under this grant:
a) is determined to have violated a prohibition in paragraph 2.a. (PoP) of this grant; or
b) has an employee that is determined to have violated a prohibition in paragraph 2.a. (PoP) of this grant through conduct that is either:

1. Associated with the performance under this grant; or

2. Imputed to the recipient or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by the FAA at 2 CFR Part 1200.
c. Provisions applicable to a sponsor other than a private entity. i. The FAA may unilaterally terminate this award or take any remedial actions authorized by 22 USC § 7104b(c), without penalty, if subrecipient is a private entity under this grant:
a) is determined to have violated a prohibition in paragraph 2.a. (PoP) of this grant or
b) has an employee that is determined to have violated a prohibition in paragraph 2.a. (PoP) of this grant through conduct that is either:

1. Associated with the performance under this grant; or

2. Imputed to the sponsor or subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by the FAA at 2 CFR Part 1200.
d. Provisions applicable to any sponsor or subrecipient. i. The sponsor or subrecipient must inform the FAA and the DOT Inspector General immediately of any information you receive from any source alleging a violation of a prohibition in paragraph 2.a. (PoP) of this grant.

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9 ii. The FAA’s right to unilaterally terminate this grant as described in paragraphs 2.b. (Budget Period) or 3.a. (Close Out and Termination) of this grant, implements the requirements of 22 USC Chapter 78, and is in addition to all other remedies for noncompliance that are available to the FAA under this grant. iii. The sponsor must include the requirements of paragraph 2.a. (PoP) of this grant award term in any subaward it makes to a private entity.
iv. If applicable, the sponsor must also comply with the compliance plan and certification requirements in 2 CFR § 175.105(b).
e. Definitions. For purposes of this grant award, term:
i. “Employee” means either:
a) An individual employed by the sponsor or a subrecipient who is engaged in the performance of the project or program under this grant; or b) Another person engaged in the performance of the project or program under this grant and not compensated by the sponsor or a subrecipient including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing requirements. ii. “Private Entity” means:
a) Any entity, including for-profit organizations, nonprofit organizations, institutions of higher education, and hospitals. The term does not include foreign public entities, Indian Tribes, local governments, or states as defined in 2 CFR § 200.1. b) The terms “severe forms of trafficking in persons,” “commercial sex act,” “sex trafficking,” “abuse or threatened abuse of law or legal process,” “coercion,” “debt bondage,” and “involuntary servitude” have the meanings given at section 103 of the Victims of Trafficking and Violence Protection Act of 2000, as amended (22 USC § 7102).

23. Grant Funded Work Included in a PFC Application. Within 120 days of acceptance of this Grant Agreement, the sponsor must submit to the FAA an amendment to any approved Passenger Facility Charge (PFC) application that contains an approved PFC project also covered under this Grant Agreement as described in the project application. The sponsor may not make any expenditure under this Grant Agreement until project work addressed under this Grant Agreement is removed from an approved PFC application by amendment.

24. Exhibit “A” Property Map. The Exhibit “A” Property Map dated September 25, 2014, is incorporated herein by reference, or is submitted with the project application and made part of this Grant Agreement.

25. Employee Protection from Reprisal. In accordance with 2 CFR § 200.217 and 41 USC § 4701, an employee of a grantee, subgrantee contractor, recipient, or subrecipient must not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing to a person or body described in 41 USC § 4712(a)(2) information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. The grantee, subgrantee, contractor, recipient, or subrecipient must inform their employees in writing of employee whistleblower rights and protections under 41 USC § 4712. See statutory requirements for whistleblower protections at 10 USC § 4701, 41 USC § 4712, 41 USC § 4304, and 10 USC § 4310.

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10 26. Prohibited Telecommunications and Video Surveillance Services and Equipment. The sponsor agrees to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [P.L. 115-232 § 889] and 2 CFR § 200.216.

27. Critical Infrastructure Security and Resilience. The sponsor acknowledges that it has considered and addressed physical and cybersecurity and resilience in its project planning, design, and oversight, as determined by the DOT and the Department of Homeland Security (DHS). For airports that do not have specific DOT or DHS cybersecurity requirements, the FAA encourages the voluntary adoption of the cybersecurity requirements from the Transportation Security Administration and Federal Security Director identified for security risk Category X airports.

28. Title VI of the Civil Rights Act. As a condition of a grant award, the sponsor shall demonstrate that it complies with the provisions of Title VI of the Civil Rights Act of 1964 (42 USC §§ 2000d et seq.) and implementing regulations (49 CFR Part 21), the Airport and Airway Improvement Act of 1982 (49 USC § 47123), the Age Discrimination Act of 1975 (42 USC § 6101 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq.), U.S. Department of Transportation and Federal Aviation Administration (FAA) Assurances, and other relevant civil rights statutes, regulations, or authorities, including any amendments or updates thereto. This may include, as applicable, providing a current Title VI Program Plan to the FAA for approval, in the format and according to the timeline required by the FAA, and other information about the communities that will be benefited and impacted by the project. The sponsor shall affirmatively ensure that when carrying out any project supported by this grant that it complies with all federal nondiscrimination and civil rights laws based on race, color, national origin, sex, creed, age, disability, and genetic information, in consideration for federal financial assistance. The Department’s and FAA’s Office of Civil Rights may provide resources and technical assistance to recipients to ensure full and sustainable compliance with federal civil rights requirements. Failure to comply with civil rights requirements will be considered a violation of the agreement or contract and be subject to any enforcement action as authorized by law.

29. Applicable Federal Anti-Discrimination Laws. The sponsor agrees:
a. That its compliance in all respects with all applicable federal anti-discrimination laws is material to the government’s payment decisions for purposes of 31 USC § 3729(b)(4) and b. To certify that it does not operate any programs promoting Diversity, Equity, and Inclusion (DEI) that violate any applicable federal anti-discrimination laws.

30. National Airspace System Requirements.
a. The sponsor
to the
maximum extent possible, and assisting the FAA in securing waivers of permitting or other restrictions from other authorities. The sponsor
b. If FAA determines that the sponsor ., the FAA may impose a remedy, including:
i. A

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11 ii. Consistent with 49 USC Chapter 471, §§ 200.339–
200.340, including withholding of payments; disallowance of previously reimbursed costs, requiring refunds from the r
or suspension and debarment under 2 CFR part 180; or
iii. Any other remedy legally available.
c.
the FAA.
d. The sponsor acknowledges that amounts that the FAA requires the sponsor to refund to the FAA CFR Parts 900–
904).

31. Signage Costs for Construction Projects. The sponsor agrees that it will require the prime contractor of a federally-assisted airport improvement project to post signs consistent with a DOT/FAAprescribed format, as may be requested by the DOT/FAA, and further agrees to remove any signs posted in response to requests received prior to February 1, 2025.

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12 SPECIAL CONDITIONS

32. Airport Layout Plan (ALP). The sponsor understands and agrees to update the ALP to reflect the construction to standards satisfactory to the FAA, and submit it in final form to the FAA as prescribed by 49 USC § 47107(a)(16). It is further mutually agreed that the reasonable cost of developing said ALP is an allowable cost within the scope of this project, if applicable. Airport Sponsors Grant Assurance 29 further addresses the sponsor’s statutory obligations to maintain an ALP in accordance with 49 USC § 47107(a)(16).

33. Update Accepted Exhibit “A” Property Map for Land in Project. The sponsor understands and agrees to update the Exhibit “A” Property Map to standards satisfactory to the FAA and submit it in final form to the FAA. It is further mutually agreed that the reasonable cost of developing said Exhibit “A” Property Map is an allowable cost within the scope of this project.

34. Master Plan Coordination. The sponsor agrees to coordinate this master planning study with metropolitan planning organizations, other local planning agencies, and with the State Airport System Plan prepared by the State’s Department of Transportation, and consider any pertinent information, data, projections, and forecasts which are currently available or as will become available. The sponsor agrees to consider any State Clearinghouse comments and to furnish a copy of the final report to the State’s Department of Transportation.

35. Airport Layout Plan (ALP) Coordination. The sponsor has made available to (or will make available to) and has provided (or will provide) upon request to the metropolitan planning organization, if any, in the area in which the airport is located, a copy of the proposed ALP or ALP amendment to depict the project, and a copy of any airport master plan in which the project is described or depicted.

36. Airports Geographic Information System (GIS) Survey. If the airport’s GIS survey is not reflected in the Airports Data Information Portal (ADIP) meeting FAA requirements within four (4) years from the date of grant execution, then the sponsor may be required to repay that portion of this grant related to survey work.

37. Protection of Runway Protection Zone - Airport Property. The sponsor agrees to prevent the erection or creation of any structure, place of public assembly, or other use in the Runway Protection Zone, as depicted on the Exhibit “A”: Property Map, except for Navigational Aids (NAVAIDS) that are fixed by their functional purposes or any other structure permitted by the FAA. The sponsor further agrees that any existing structures or uses within the Runway Protection Zone will be cleared or discontinued by the sponsor unless approved by the FAA.

38. Protection of Runway Protection Zone - Easement. The sponsor, under the easement, agrees to take any and all steps necessary to ensure that the owner of the land within the designated Runway Protection Zone will not build any structure in the Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, smoke generating activities, or places of public assembly, such as churches, schools, office buildings, shopping centers, and stadiums.

39. Noise Mitigation - Compatible Land Use Planning and Projects. The sponsor agrees and understands that:
a. It will achieve, to the maximum extent possible, compatible land uses consistent with federal land use compatibility criteria in 14 CFR Part 150, and those compatible land uses will be maintained;

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13 b. It will provide, in the case of a planning grant, a land use plan that:
i. Is reasonably consistent with the goal of reducing existing non-compatible land uses and preventing the introduction of additional non-compatible land uses;
ii. Addresses ways to achieve and maintain compatible land uses, including zoning, building codes, and any other land use compatibility measures identified under 49 USC § 47504(a)(2), that are within the authority of the sponsor to implement;
iii. Uses noise contours provided by the airport operator that are consistent with airport operation and planning, including any noise abatement measures adopted by the airport operator as a part of its own noise mitigation efforts; iv. Does not duplicate, and is not inconsistent with, the airport operator’s noise compatibility measures for the same area; and
v. Has been approved jointly by the airport owner or operator and the sponsor. c. It will make provision to implement, or it has implemented, those elements of the plan ineligible for federal financial assistance.

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14 The sponsor’s acceptance of this offer and ratification and adoption of the Project Application incorporated herein shall be evidenced by execution of this instrument by the sponsor, as hereinafter provided, and this offer and acceptance shall comprise a Grant Agreement, constituting the contractual obligations and rights of the United States and the sponsor with respect to the accomplishment of the project and compliance with the Grant Assurances, terms, and conditions as provided herein. Such Grant Agreement shall become effective upon the sponsor’s acceptance of this offer.

Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer 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.

I declare under penalty of perjury that the foregoing is true and correct.1 UNITED STATES OF AMERICA

FEDERAL AVIATION ADMINISTRATION
{{Sig_es_:signer1:signature:dimension(height=12mm, width=70mm}} (Signature)
{{N_es_:signer1:fullname }}
(Typed Name)
{{N_es_:signer1:title }}
(Title of FAA Official)
1 Knowingly and willfully providing false information to the Federal government is a violation of 18 U.S.C. § 1001 (False Statements) and could subject you to fines, imprisonment, or both.

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15 Part II - Acceptance
The sponsor does hereby ratify and adopt all assurances, statements, representations, warranties, covenants, and agreements contained in the Project Application and incorporated materials referred to in the foregoing offer, and does hereby accept this offer and by such acceptance agrees to comply with all of the Grant Assurances, terms, and conditions in this offer and in the Project Application.

Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer 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.

I declare under penalty of perjury that the foregoing is true and correct.2 Dated {{DateTime_es_:signer2:calc(now()):format(date," mmmm d, yyyy")}} City of Livermore
(Name of Sponsor)
{{Sig_es_:signer2:signature:dimension(height=12mm, width=70mm}} (Signature of Sponsor’s Authorized Official)
By: {{N_es_:signer2:fullname }}
(Typed Name of Sponsor’s Authorized Official)
Title:{{*Ttl_es_:signer2:title }}
(Title of Sponsor’s Authorized Official)
2 Knowingly and willfully providing false information to the Federal Government is a violation of 18 USC § 1001 (False Statements) and could subject you to fines, imprisonment, or both.

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16 CERTIFICATE OF SPONSOR’S ATTORNEY
I, {{N_es_:signer3: fullname}}, acting as Attorney for the Sponsor do hereby certify:

That in my opinion the Sponsor is empowered to enter into the foregoing Grant Agreement under the laws of the State of __California__. Further, I have examined the foregoing Grant Agreement and the actions taken by said Sponsor and Sponsor’s official representative, who has been duly authorized to execute this Grant Agreement, which is in all respects due and proper and in accordance with the laws of the said State; and Title 49, United States Code (USC), Chapters 471 and 475; 49 USC §§ 40101 et seq., and 48103; Consolidated Appropriations Act, 2024 (P.L. 118-42); Consolidated Appropriations Act, 2025 (P.L. 119-4); Consolidated Appropriations Act, 2026 (P.L. 119-75); FAA Reauthorization Act of 2024 (P.L. 118-63); and the representations contained in the Project Application. In addition, for grants involving projects to be carried out on property not owned by the Sponsor, there are no legal impediments that will prevent full performance by the Sponsor. Further, it is my opinion that the said Grant Agreement constitutes a legal and binding obligation of the Sponsor in accordance with the terms thereof.

Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer 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.

I declare under penalty of perjury that the foregoing is true and correct.3 Dated at {{DateTime_es_:signer3:calc(now()):format(date," mmmm d, yyyy")}} By: {{Sig_es_:signer3:signature:dimension(height=12mm, width=70mm}} (Signature of Sponsor’s Attorney)
3 Knowingly and willfully providing false information to the Federal Government is a violation of 18 USC § 1001 (False Statements) and could subject you to fines, imprisonment, or both.

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ASSURANCES

AIRPORT SPONSORS
A. General.

1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors.

2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, USC, subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors.

3. Upon acceptance of this Grant Offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement.

B. Duration and Applicability.

1. Airport Development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor.

The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a Grant Offer of federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport.

There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances.

2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor.

The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of federal aid for the project.

3. Airport Planning Undertaken by a Sponsor.

Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, 37, and 40 in Section C apply to planning projects. The terms, conditions, and assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport.

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C. Sponsor Certification.

The sponsor hereby assures and certifies, with respect to this grant that:

1. General Federal Requirements
It will comply with all applicable federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of federal funds for this grant.

Performance under this agreement shall be governed by and in compliance with the following requirements, as applicable, to the type of organization of the Sponsor and any applicable sub-recipients. The applicable provisions to this agreement include, but are not limited to, the following:

FEDERAL LEGISLATION
a. 49 USC subtitle VII, as amended.
b. Davis-Bacon Act, as amended — 40 USC §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 USC § 201, et seq. d. Hatch Act – 5 USC § 1501, et seq.2
e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 USC § 4601, et seq.1, 2
f. National Historic Preservation Act of 1966 – Section 106 – 54 USC § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 USC § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 USC § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 USC § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 USC § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 USC § 4012a.1 l. 49 USC § 303, (formerly known as Section 4(f)).
m. Rehabilitation Act of 1973 – 29 USC § 794.
n. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq.) (prohibits discrimination on the basis of race, color, national origin).
o. Americans with Disabilities Act of 1990, as amended, (42 USC § 12101 et seq.) (prohibits discrimination on the basis of disability).
p. Age Discrimination Act of 1975 – 42 USC § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 USC § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 USC § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 USC § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 USC § 874.1

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v. National Environmental Policy Act of 1969 – 42 USC § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 USC § 1271, et seq. x. Single Audit Act of 1984 – 31 USC § 7501, et seq.2
y. Drug-Free Workplace Act of 1988 – 41 USC §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252).
aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Infrastructure Investment and Jobs Act, P.L. 117-58, Title VIII. cc. Build America, Buy America Act, P.L. 117-58, Title IX. dd. Endangered Species Act – 16 USC 1531, et seq.
ee. Title IX of the Education Amendments of 1972, as amended – 20 USC 1681–1683 and 1685– 1687.
ff. Drug Abuse Office and Treatment Act of 1972, as amended – 21 USC 1101, et seq. gg. Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, P.L. 91- 616, as amended – 42 USC § 4541, et seq.
hh. Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, P.L. 91- 616, as amended – 42 USC § 4541, et seq.
ii. Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions – 31 USC § 1352.

EXECUTIVE ORDERS
a. Executive Order 11990 – Protection of Wetlands
b. Executive Order 11988 – Floodplain Management
c. Executive Order 12372 – Intergovernmental Review of Federal Programs d. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1
e. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers
f. Executive Order 14149 – Restoring Freedom of Speech and Ending Federal Censorship g. Executive Order 14151 – Ending Radical and Wasteful Government DEI Programs and Preferencing
h. Executive Order 14154 – Unleashing American Energy
i. Executive Order 14168 – Defending Women from Gender Ideology Extremism and Restoring Biological Truth to the Federal Government
j. Executive Order 14173 – Ending Illegal Discrimination and Restoring Merit-Based Opportunity

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FEDERAL REGULATIONS
a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement).
b. 2 CFR Part 200 and 1201 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 3, 4, 5
c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services.
h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964.
i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 29 CFR Part 3 – Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2
q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1
s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance).

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v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles.
x. 49 CFR Part 41 – Seismic Safety.

FOOTNOTES TO ASSURANCE (C)(1) 1
These laws do not apply to airport planning sponsors.
2 These laws do not apply to private sponsors.
3 2 CFR Part 200 contains requirements for state and local governments receiving federal assistance. Any requirement levied upon state and local governments by this regulation shall apply where applicable to private sponsors receiving federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR Part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR Part 200 subpart F are the guidelines for audits.

SPECIFIC ASSURANCES
Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement.

2. Responsibility and Authority of the Sponsor.
a. Public Agency Sponsor:

It has legal authority to apply for this grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor:

It has legal authority to apply for this grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required.

3. Sponsor Fund Availability.

It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control.

4. Good Title.
a. It, a public agency or the Federal Government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired.

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b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which federal funds will be expended or will give assurance to the Secretary that good title will be obtained.

5. Preserving Rights and Powers.
a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary.
b. Subject to 49 USC § 47107(a)(16) and (x), it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances.
f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith.
g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors

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of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances.

6. Consistency with Local Plans.

The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the state in which the project is located to plan for the development of the area surrounding the airport.

7. Consideration of Local Interest.

It has given fair consideration to the interest of communities in or near where the project may be located.

8. Consultation with Users.

In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed.

9. Public Hearings.

In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary.

Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project.

10. Metropolitan Planning Organization.

In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted.

11. Pavement Preventive Maintenance-Management.

With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful.

12. Terminal Development Prerequisites.

For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 USC § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft.

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13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this grant, the total cost of the project in connection with which this grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made.

14. Minimum Wage Rates.

It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 USC §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work.

15. Veteran's Preference.

It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 USC § 47112.

However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates.

16. Conformity to Plans and Specifications.

It will execute the project subject to plans, specifications, and schedules approved by the Secretary.

Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement.

Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement.

17. Construction Inspection and Approval.

It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in

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accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary.

18. Planning Projects.

In carrying out planning projects:
a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities.
c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country.
e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project.
h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a federal airport grant.

19. Operation and Maintenance.
a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for:

1. Operating the airport's aeronautical facilities whenever required;

2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and

3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions

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interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which federal funds have been expended.

20. Hazard Removal and Mitigation.

It will take appropriate action to ensure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards.

21. Compatible Land Use.

It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which federal funds have been expended.

22. Economic Nondiscrimination.
a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to:

1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and

2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers

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which make similar use of such airport and utilize similar facilities, subject to reasonable classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers.

Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status.
f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform.
g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions.
h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport.
i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public.

23. Exclusive Rights.

It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply:
a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and
b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code.

24. Fee and Rental Structure.

It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the federal share of an airport development, airport planning or noise compatibility project for

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which a grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport.

25. Airport Revenues.
a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport.

The following exceptions apply to this paragraph:

1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply.

2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996.

3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 USC § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95.
b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator.
c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 USC § 47107.

26. Reports and Inspections.

It will:
a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the

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public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary;
b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request;
c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail:

1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and

2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property.

27. Use by Government Aircraft.

It will make available all of the facilities of the airport developed with federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that:
a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or
b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds.

28. Land for Federal Facilities.

It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary.

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29. Airport Layout Plan.
a. The airport owner or operator will maintain a current airport layout plan of the airport showing:

1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto;

2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities;

3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and

4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary.
b. Subject to subsection 49 USC § 47107(x), the Secretary will review and approve or disapprove the plan and any revision or modification of the plan before the plan, revision, or modification takes effect.
c. The owner or operator will not make or allow any alteration in the airport or any of its facilities unless the alteration—

1. is outside the scope of the Secretary’s review and approval authority as set forth in subsection (x); or

2. complies with the portions of the plan approved by the Secretary. d. When the airport owner or operator makes a change or alteration in the airport or the facilities which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary:

1. eliminate such adverse effect in a manner approved by the Secretary; or

2. bear all costs of relocating such property or its replacement to a site acceptable to the Secretary and of restoring the property or its replacement to the level of safety, utility, efficiency, and cost of operation that existed before the alteration was made, except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor.

30. Civil Rights.

It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (42 USC §§ 2000d to 2000d-4); creed and sex per 49 USC § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this grant.

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a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances.
b. Applicability

1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities.

2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith.

3. Real Property. Where the sponsor receives a grant or other federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration.

The sponsor agrees that it is obligated to this assurance for the period during which federal financial assistance is extended to the program, except where the federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods:

1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or

2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source:
“The (City of Livermore), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 ( 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, all businesses will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex , age, or disability in consideration for an award.”
e. Required Contract Provisions.

1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in federally-assisted programs of the DOT acts and regulations.

2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations.

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3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor.

4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex, age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties:
a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance.

31. Disposal of Land.
a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 USC § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 USC §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund.

If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development project that would otherwise be eligible for grant funding or any permitted use of airport revenue.
b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United

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States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order:

1. Reinvestment in an approved noise compatibility project;

2. Reinvestment in an approved project that is eligible for grant funding under 49 USC § 47117(e);

3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 USC §§ 47114, 47115, or 47117;

4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or

5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial selfsufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989.
d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport.

32. Engineering and Design Services.

If any phase of such project has received federal funds under Chapter 471 subchapter 1 of Title 49 USC, it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport.

33. Foreign Market Restrictions.

It will not allow funds provided under this grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction.

34. Policies, Standards, and Specifications.

It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/aip_pfc_checklist) for AIP projects as of August 03, 2026.

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35. Relocation and Real Property Acquisition.
a. It will be guided in acquiring real property, to the greatest extent practicable under state law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24.
c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24.

36. Access By Intercity Buses.

The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation.

37. Disadvantaged Business Enterprises (DBE)/Airport Concessions Disadvantage Business Enterprise (ACDBE) Program.

The sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 USC §§ 3801-3809, 3812).

38. Hangar Construction.

If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose.

39. Competitive Access.
a. If the airport owner or operator of a medium or large hub airport (as defined in 49 USC § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that:

1. Describes the requests;

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2. Provides an explanation as to why the requests could not be accommodated; and

3. Provides a time frame within which, if any, the airport will be able to accommodate the requests.
b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date.

40. Access to Leaded Aviation Gasoline
a. If 100-octane low lead aviation gasoline (100LL) was made available at an airport, at any time during calendar year 2022, an airport owner or operator may not restrict or prohibit the sale of, or self-fueling with, 100-octane low lead aviation gasoline. b. This requirement remains until the earlier of December 31, 2030, or the date on which the airport or any retail fuel seller at the airport makes available an unleaded aviation gasoline that has been authorized for use by the FAA as a replacement for 100-octane low lead aviation gasoline for use in nearly all piston-engine aircraft and engine models; and meets either an industry consensus standard or other standard that facilitates the safe use, production, and distribution of such unleaded aviation gasoline, as determined appropriate by the FAA. c. An airport owner or operator understands and agrees, that any violation of this grant assurance is subject to civil penalties as provided for in 49 USC § 46301(a)(8).

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CITY COUNCIL STAFF REPORT ITEM NO. 6.21
DATE: September 14, 2026
TO: Honorable Mayor and City Council
FROM: Benny Stuth, Airport Manager
SUBJECT: Resolution authorizing the City Manager to execute a Grant Agreement with the Federal Aviation Administration (FAA) accepting $301,550 to update the Electric Master Utility Plan (Utility Plan) and appropriate the necessary funds to complete the project.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution to:

1. Authorize the City Manager, or designee, to accept and execute the FAA Airport Infrastructure Grant Agreement, in substantial conformance with the sample grant agreement;

2. Appropriate $301,550 in FAA grant funds to Capital Improvement Project AR202720 for the Electric Master Utility Plan;

3. Appropriate $30,874 from the Livermore Municipal Airport Enterprise Fund to Capital Improvement Project AR202720 to satisfy the required local match and provide for additional project budget flexibility; and,

4. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including making minor changes to the grant funding documents.

SUMMARY
The Livermore Municipal Airport (Airport) is a public-use airport owned and operated by the City of Livermore (the Airport Sponsor). The City of Livermore undertakes routine capital infrastructure and planning projects to maintain the airport and keep it operational, and the FAA regularly provides grant monies to local airports for such infrastructure and planning projects. Completing the Utility Plan will assist the Airport in understanding its electrical needs for the next 10 years by assessing the Airport's existing electrical infrastructure, projecting future demand based on a series of potential development considerations and operational conditions, and identifying what improvements may be needed. The FAA has awarded the City $301,550 to complete the Utility Plan, but requires the City to enter into a Grant Agreement and provide matching funds. Staff proposes to meet the matching requirement through Airport Enterprise Fund appropriations. The FAA grant would cover 95% of Utility Plan costs, while local match would cover five percent plus additional funding if necessary to complete the project. If the grant is 467
accepted by the anticipated September 15 deadline, the City will remain eligible to receive the awarded funds. The Grant Agreement is not a project under CEQA, would not cause any significant fiscal or administrative impacts.

DISCUSSION
Airport Infrastructure Grant Program and Utility Plan
The Livermore Municipal Airport is a public-use airport owned and operated by the City of Livermore (the Airport Sponsor). The City of Livermore undertakes routine capital infrastructure and planning projects to maintain the Airport and plan for future development. The FAA provides grant monies to eligible airports for infrastructure and planning projects through the Airport Infrastructure Grant (AIG) program.

The Utility Plan will assess the Airport's existing electrical infrastructure and project future electrical demand over the next 10 years based on a series of potential development considerations and operational conditions. The project will identify improvements necessary to meet anticipated future demand and develop a 10-year strategy identifying what electrical utility improvements may be needed, when they should occur, and how they might be funded.

The Utility Plan will include coordination with the City of Livermore, Airport users and tenants, the electric utility, parties that have expressed interest in making improvements or developing at the Airport, and the surrounding community. The project will consider the Airport's grant obligations, existing FAA investments and assets on Airport property, FAA design standards, relevant FAA orders and policy, and land use compatibility guidance associated with planning for infrastructure improvements.

Selection and Grant Requirements
Airport capital projects are identified and prioritized annually through the FAA's Airport Capital Improvement Program (ACIP) process and must be approved by the FAA before becoming eligible for AIG funding. On May 28, 2026, the FAA notified the City that funding for the Utility Plan could be available during the current funding cycle if a complete grant application was submitted by July 20, 2026.

Due to the limited application window, staff expedited preparation and submittal of the grant application to preserve the City's opportunity to receive federal funding.

The City submitted its grant application on July 20, 2026. Following review of the application, the FAA notified the City that the project had been selected for a $301,550 grant award, representing ninety-five percent (95%) of eligible project costs. In order to receive the grant funds, the City must:

1. Program the project into the local Capital Improvement Plan (CIP);

2. Provide the required local funds match;

3. Enter into a Grant Agreement by the acceptance deadline established by the FAA, as authorized by the local legislative body; and,

4. Agree to the applicable FAA Grant Assurances.

On July 27, 2026, the City Council approved the addition of the Utility Plan to the City's Five-Year CIP under Capital Improvement Project AR202720, which also included a separate project, the Airport Layout Plan Update with Narrative Report. Subsequent to that Council action and submission of the original 468
grant application, the FAA requested that the projects identified in Capital Improvement Project AR202720 be separated into two distinct grant applications and grant awards: one for the Airport Layout Plan Update with Narrative Report, including the AGIS Obstruction Survey and environmental baseline studies, and a second for the Utility Plan. The FAA did not require the City to similarly separate the locally approved Capital Improvement Project. Accordingly, both FAA grant awards will remain under Capital Improvement Project AR202720, with separate sub-fund codes established to independently track revenues and expenditures associated with each grant.

The Grant Agreement must be signed by the acceptance deadline specified by the FAA to remain eligible for funding. Based on information provided by the FAA, the acceptance deadline is anticipated to be prior to the end of the federal fiscal year, September 30, 2026. Failure to accept and execute the FAA grant award on time will delay the project until the next federal funding cycle, resulting in an approximate one-year delay to the Utility Plan. Such a delay would postpone the electrical infrastructure planning necessary to support future Airport improvements and could impact the Airport's overall capital improvement schedule.

Next Steps
The City has not yet received the Grant Agreement, and, based on correspondence with the FAA, staff believes the Grant Agreement may not be received until several days before the submission deadline. To prepare for this, Airport staff has provided a sample Grant Agreement (Exhibit A to the Resolution) for advance review of the FAA's standard grant language. FAA grant awards are issued using the FAA's standard Grant Agreement and are not subject to negotiation or modification by the City, so the sample agreement serves as a useful proxy for the final agreement. Should the Grant Agreement be transmitted in time, it will be added as supplemental material.

Upon receipt, Airport staff will provide the Grant Agreement to the City Attorney's Office and the Administrative Services Department for legal and financial review. Following completion of the legal and financial review and City Council approval of the grant resolution, the City Manager, or designee, would execute the Grant Agreement.

The required local match and additional project funding will be provided through the Livermore Municipal Airport Enterprise Fund. This funding opportunity will enable the Livermore Municipal Airport to utilize available federal AIG funds while completing necessary electric utility planning.

ENVIRONMENTAL CONSIDERATION
The acceptance of FAA grant funds and appropriation of those funds to prepare the Utility Plan does not constitute a project under the California Environmental Quality Act (CEQA) Section 21065 and CEQA Guidelines Section 15378. The appropriation of funds for preparation of the Utility Plan does not have the potential for resulting in either a direct or a reasonably foreseeable indirect physical change to the environment. Therefore, no environmental review under CEQA is required.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding for the project is anticipated to consist of FAA AIG funds and Airport Enterprise Funds. As shown in the table below, total project costs are estimated to be $332,424 with $30,874 in Airport Enterprise Funds (Fund 600) and $301,550 in Federal Grant Funds (Fund 601). The proposed Airport 469
Enterprise Fund appropriation includes an additional $15,003 above the minimum required local match to provide for project budget flexibility during project implementation, if needed.

Fund FY 25/26 FY 26/27 FY27/28 FY 28/29 FY 29/30 FY 30/31 Total Airport
Enterprise
Fund (600)
0 $30,874 0 0 0 0
$30,874
Federal
Grant -
Airport (601)
0 $301,550 0 0 0 0 $301,550
Total 0 $332,424 0 0 0 0 $332,424

COMMUNITY PILLAR

5. A City That Works
GOAL

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

ATTACHMENTS

1. FAA Application - Electric Master Utility Plan

2. Amended Application - Electric Master Utility Plan

3. City CIP Project Sheet

4. Resolution

5. Exhibit A - Sample Grant Agreement
Prepared by: Benedict Stuth
Airport Manager
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
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Application for Federal Assistance SF-424
*1. Type of Submission: *2. Type of Application * If Revision, select appropriate letter(s):

D Preapplication ~ New
~ Application D Continuation * Other (Specify)
D Changed/Corrected Application D Revision
*3. Date Received: 4. Applicant Identifier:

LVK
5a. Federal Entity Identifier: *5b. Federal Award Identifier:

State Use Only:
~~ 17. state Application Identifier: -- - 6. Date Received by state:

8. APPLICANT INFORMATION:
*a. Legal Name: City of Livermore
*b. Employer/Taxpayer Identification Number (EIN/TIN): *c. UEI:
94-600035 KGBMZK3CQF36
d. Address:
*Street 1: 1052 S. Livermore Avenue
Street 2:
*City: Livermore
County/Parish: Alameda
*State: Province: CA
*Country: United States
*Zip / Postal Code 94550-4813
e. Organizational Unit:

Department Name: Division Name:

Innovation & Economic Development Airport
f. Name and contact information of person to be contacted on matters involving this application:

Prefix: Mr. *First Name: Benedict
Middle Name:
*Last Name: Stuth
Suffix:

Title: Airport Manager
Organizational Affiliation:

City of Livermore
*Telephone Number: 925-960-8221 Fax Number:
*Email: [email protected]
0MB Number: 2120-0569
Expiration Date: 12/31/2026
- -
ATTACHMENT 2
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Application for Federal Assistance SF-424
*9. Type of Applicant 1: Select Applicant Type:

C: City or Township Government
Type of Applicant 2: Select Applicant Type:

Pick an applicant type
Type of Applicant 3: Select Applicant Type:

Pick an applicant type
*Other (Specify)
*10. Name of Federal Agency:

Federal Aviation Administration
*11. Catalog of Federal Domestic Assistance Number:

CFDA No: CFDA Title:

20.117 Airport Infrastructure Grants (AIG)
*12. Funding Opportunity Number:

N/A
*Title:

N/A

13. Competition Identification Number:

N/A
Title:

N/A

14. Areas Affected by Project (Cities, Counties, States, etc.):

City of Livermore, County of Alameda, California
*15. Descriptive Title of Applicant's Project:

Electric Master Utility Plan
Attach supporting documents as specified in agency instructions.

ATTACHMENT 2
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Application for Federal Assistance SF-424

16. Congressional Districts Of:
*a. Applicant: California-14 *b. Program/Project: California-14 Attach an additional list of Program/Project Congressional Districts if needed.

17. Proposed Project:
*a. Start Date: 10/01/2026 *b. End Date: 03/31/2028

18. Estimated Funding($):
*a. Federal $301,550
*b. Applicant $ 15,871
*c. State $0
*d. Local $0
*e. Other $0
*f. Program Income $0
*g. TOTAL $317,421
*19. Is Application Subject to Review By State Under Executive Order 12372 Process? ~ a. This application was made available to the State under the Executive Order 12372 Process for review on 07/31/2026 □ b. Program is subject to E.O. 12372 but has not been selected by the State for review. □ C. Program is not covered by E.O. 12372.
*20. Is the Applicant Delinquent On Any Federal Debt?
D Yes 181 No
If "Yes", explain:

21. *By signing this application, I certify (1) to the statements contained in the list of certifications** and (2) that the statements herein are true, complete and accurate to the best of my knowledge. I also provide the required assurances** and agree to comply with any resulting terms if I accept an award. I am aware that any false, fictitious, or fraudulent statements or claims may subject me to criminal, civil, or administrative penalties. (U.S. Code, Title 218, Section 1001) 181 ** I AGREE
** The list of certifications and assurances, or an internet site where you may obtain this list, is contained in the announcement or agency specific instructions.

Authorized Representative:

Prefix: Mrs. *First Name: Marianna
Middle Name: A
*Last Name: Burch
Suffix:
*Title: City Manager
*Telephone Number: 925-960-4040 I Fax Number:
* Email: [email protected] /"'I ,,
*Signature of Authorized Representative: ~#/};1,;f Y- $u~ I *Date Signed: f/3/J-I)µ ATTACHMENT 2
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AIRPORT LAYOUT PLAN AND TECHNICAL STUDIES
Project No.: AR202720
COMMUNITY PILLAR: A City That Works
Project Description:

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

FUNDING: A F.A.A. grant will cover the
majority of the project with matching
from a state grant and the Airport
Operating Fund.

This project includes a series of planning and technical studies to help the airport understand its operational and infrastructure needs over the next 10 years while positioning it for future development opportunities. Work on this project will include:

Airport Layout Plan (ALP): The ALP update will inventory existing airport conditions and prepare 20-year aviation demand forecasts for aircraft operations, based aircraft, and the airport’s critical design aircraft. It will evaluate airfield and landside facility needs, develop alternatives to satisfy future development potential including an airport development concept and recommend capital improvement projects with cost estimates. It will also include preparing an ALP drawing set and coordinating with the FAA’s San Francisco Airports District Office for review and approval. An FAA approved ALP will support future grant funding opportunities.

Obstruction Survey (AGIS): This survey will collect on-airport mapping and surrounding area data to support development of the ALP drawing set helping to protect arrivals and departures at the airport.

Electric Master Utility Plan (EMUP): The EMUP will assess the airport’s existing electrical infrastructure, project future demand based on development considerations and operational changes, and identify improvements needed to meet a future demand scenario. The plan will provide a 10-year strategy that identifies necessary utility improvements, when they should occur, and how they might be funded. It will include an opportunity and risk assessment, and recommend capital improvement projects which will help the airport remain ahead of demand while it positions itself to capitalize on opportunities.

Environmental baseline surveys: Surveys will be conducted for biological resources including federally and statelisted threatened and endangered species, designated critical habitat, jurisdictional waters, and other sensitive resources. Survey’s will also be conducted for cultural resources, including the built environment.

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

CAPITAL IMPROVEMENT PLAN
Airport
FY 2025-2030 CAPITAL IMPROVEMENT PLAN

PROJECT LOCATION
Airport