Union City City Council
August 13, 2024

RESOLUTION NO. XXXX-24

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER

AGREEMENT WITH AVA COMMUNITY ENERGY FOR UNION CITY

TRANSIT ELECTRIC BUS FLEET CHARGING AS A SERVICE (CAAS),

IN A FORM APPROVED BY THE CITY ATTORNEY
WHEREAS, Union City Transit staff became aware of a turnkey charging solution called Charging as a Service (CaaS) while attending a transit conference in 2021; and WHEREAS, in Spring 2022, Union City Transit reached out to then East Bay Community Energy (EBCE), the local clean energy provider for Union City also charged with providing electric vehicle charging infrastructure throughout Alameda County, regarding the possibility of providing CaaS; and
WHEREAS, Ava Community Energy (formerly EBCE) and Union City staff have been working together on a CaaS Master Agreement (Agreement), Appendix A, since late 2023; and WHEREAS, the Agreement indicates Ava Community Energy will operate and maintain the facility through a partner (Calibrant Energy) for a period of ten (10) years and will also ensure the chargers will be operational nearly 100 percent of the time, which is critical for Union City Transit to provide reliable service within the community; and WHEREAS, the Agreement does not specify pricing since pricing and Ava will develop the pricing once the Agreement is executed; and
WHEREAS, Ava Community Energy has strived to match the current costs for Union City Transit to fuel the compressed natural gas (CNG) buses annually, approximately $600,000, after utilizing grants and other discretionary fund sources as capital cost reductions; and WHEREAS, Ava is estimating that the cost of electricity, the installation of electric chargers, and maintenance of the chargers will exceed the current $600,000 fueling budget by $184,941, for a total of $784,941 annually; and
WHEREAS, if final pricing does not make sense to Union City Transit’s operational budget, there is no obligation in this Agreement to move forward with the project as presented; and
WHEREAS, Union City staff are continuing to research alternative funding sources and options for installation of the chargers to create cost parody with the current $600,000 CNG budget; and
WHEREAS, a draft of the Agreement is still subject to change pursuant to review by staff and the City Attorney’s Office and in consultation with Ava and Ava’s legal counsel; and WHEREAS, the Agreement may be finalized at a future date in a form approved by the City Attorney; and
WHEREAS, there is no fiscal impact to Union City Transit funding or the General Fund at this time.

City Council/RSA Agenda 209 Tuesday, August 13, 2024
Resolution No. XXXX-24
AVA Community Energy Master Agreement

NOW THEREFORE, BE IT RESOLVED that the City Council adopt a resolution authorizing the City Manager to execute a Master Agreement with Ava Community Energy for Union City Transit electric bus fleet Charging as a Service (CaaS), in a form approved by the City Attorney.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 210 Tuesday, August 13, 2024
Union City Transit
Fleet Electrification and Charging
Infrastructure Presentation
July 9, 2024 – City Council Meeting
Item 3b, Presentation UC Transit Fleet
Electrification, Charging Infrastructure, and
AVA Charging Service
Stephen Adams, Union City Transit Manager/Marilou Ayupan, Public Works Director City Council/RSA Agenda 211 Tuesday, August 13, 2024
2 State Regulation
California Air Resources Board (CARB) is responsible for protecting the public from harmful effects from air pollution and developing programs to fight climate change. From requirements for clean vehicles and fuels to adopt innovative to reduce GHG emissions, the State has pioneered a range of approaches have set standards for effective air and climate programs.

City Council/RSA Agenda 212 Tuesday, August 13, 2024
3 CARB Program- Innovative Clean Transit
City Council/RSA Agenda 213 Tuesday, August 13, 2024
4 CARB Program- Innovative Clean Transit
On December 14, 2018, the California
Air Resources Board (CARB)
implemented the Innovative Clean
Transit (ICT) regulation requiring all
transit agencies to gradually transition
bus fleets to zero-emission
technologies
City Council/RSA Agenda 214 Tuesday, August 13, 2024
5 CARB Program- Innovative Clean Transit
The regulation requires Union City Transit to
acquire a minimum number of zero-emission
buses (ZEBs) at the time of new bus
procurements based on the following
schedule:
▪ 2026: 25% of Fixed-Route Fleet
Required
▪ 2029 and After:100% of Fixed-Route
Fleet Required
City Council/RSA Agenda 215 Tuesday, August 13, 2024
6 • On February 25, 2020, the City Council approved Resolution No. 5568-20, committing to the procurement of zeroemission UC Transit fixed-route vehicles. • From 2019-2022, UC Transit received Low Carbon Transit Operations Program (LCTOP) from the State of California to support electric vehicle charging infrastructure.
• On August 16, 2022, UC Transit was informed that it was receiving a Federal Transit Administration (FTA) Section 5339(c) Low or No Emission Vehicle (Low-No) discretionary grant.

UC Transit- Innovative Clean Transit Process
City Council/RSA Agenda 216 Tuesday, August 13, 2024
7 • On August 16, 2022, UC Transit was informed that it was receiving a Federal Transit Administration (FTA) Section 5339(c) Low or No Emission Vehicle (Low-No) discretionary grant. The total grant funds for fourteen (14) battery-electric fixed-route buses is about $16.7 million as noted below:

UC Transit- Innovative Clean Transit Process

TYPE OF TRANSIT FUNDS AWARD AMOUNT
FTA Section 5339 (c) $8,490,246
FTA Section 5307 $5,152,287
AB 664 Bridge Tolls $ 343,242
TDA 4.0 Capital $2,741,624
Total Grant Funds $16,727,399
City Council/RSA Agenda 217 Tuesday, August 13, 2024
8 • On October 24, 2023, the City Council approved
Resolution No. 6216-23, approved the UC Transit ZEB
fleet roll-out plan (ROP) in compliance with the CARB
ICT regulation.
• On January 10, 2023, the City Council approved
Resolution No. 6067-23, awarding a contract to Gillig
for the purchase of fourteen (14) battery-electric fixedroute buses.

UC Transit- Innovative Clean Transit Process
City Council/RSA Agenda 218 Tuesday, August 13, 2024
9 UC Transit- Innovative Clean Transit Process
Types of Battery-Electric Fix-Route Buses
City Council/RSA Agenda 219 Tuesday, August 13, 2024
10 • In 2023, Public Works and UC Transit begin
coordination with PG&E to ensure that the Corp Yard
has sufficient loading to charge the new fourteen (14)
battery-electric fixed-route buses.
• In late 2023, PG&E notified UC Transit for an invitation to join PG&E’s EV Fleet Electrification Program to
allow PG&E to begin the design and construction of the
new meter at the Corp Yard to support the new batteryelectric fixed-route buses.

UC Transit - Charging Infrastructure
City Council/RSA Agenda 220 Tuesday, August 13, 2024
11 Under the EV Fleet Electrification Program, PG&E will provide the EV Service Connection, see below.

UC Transit - Charging Infrastructure
City Council/RSA Agenda 221 Tuesday, August 13, 2024
12 Under the AVA Charging As a Service (CaaS) Agreement, AVA will provide EV Supply Infrastructure and Equipment, see below.

UC Transit - Charging Infrastructure
City Council/RSA Agenda 222 Tuesday, August 13, 2024
13 UC Transit - Charging Infrastructure
Ava Community Energy (Ava) has:
• Provided a viable design for Charging Service to support UC Transit’s battery-electric fixed-route buses at the Public Works Corporation Yard
• Been working with UC Transit in conversations with Pacific Gas & Electric (PG&E) to ensure that there is sufficient power to charge the Union City Transit ZEB fleet
Ava & Union City Transit are moving forward with initiating the execution of an CaaS Agreement for the design and
construction for EV Supply and Equipment by 2025 including a 10-year term Maintenance Program.

City Council/RSA Agenda 223 Tuesday, August 13, 2024
14 UC Transit Fleet Electrification and Charging
Infrastructure Presentation
QUESTIONS?
City Council/RSA Agenda 224 Tuesday, August 13, 2024
Charging as a Service for
Union City Transit
Presentation
July 9, 2024 - City Council Meeting
Item 3b, Presentation on Union City Transit Fleet Electrification, Charging Infrastructure and Ava Charging Service
Zac Thompson, Sr. Associate Transportation Electrification City Council/RSA Agenda 225 Tuesday, August 13, 2024
About Ava Community Energy
•Formerly known as East Bay Community Energy (EBCE)
•Launched in 2018 by jurisdictions in Alameda County as a not-for-profit public agency that governs Community Choice Energy service
•Governed by a Board of local elected officials, including Union City Councilmember Jaime Patiño
•Reinvest earnings into community clean energy programs and services, such as Charging as a Service (CaaS)
✓Goal: Electrify Everything
City Council/RSA Agenda 226 Tuesday, August 13, 2024
Ava - How We Operate
City Council/RSA Agenda 227 Tuesday, August 13, 2024
Ava - How We Operate
City Council/RSA Agenda 228 Tuesday, August 13, 2024
Ava - How We Operate
City Council/RSA Agenda 229 Tuesday, August 13, 2024
Ava – Charging as a Service Agreement
1) Background
2) Challenges of Fleet Electrification
3) What is CaaS and What are the
Benefits?
4) CaaS for Union City Transit
5) Next Steps
City Council/RSA Agenda 230 Tuesday, August 13, 2024
Ava - Background
Ava’s Municipal Fleet Electrification Program
▪ Technical assistance provided to jurisdictions at no-cost ▪ Developed 10-year fleet electrification plans, including:
✓ Vehicle replacement schedules, charging infrastructure recommendations, and total cost of ownership analyses
✓ Plans for complying with state regulations re: mediumand heavy-duty fleet electrification City Council/RSA Agenda 231 Tuesday, August 13, 2024
Ava - Background
▪ Jurisdictions still face barriers to implement fleet
electrification plans, particularly around cost and staff bandwidth
AVA now leveraging Tolling Agreement with DC
Fast Charging developer (Calibrant Energy) to
reduce those barriers
City Council/RSA Agenda 232 Tuesday, August 13, 2024
Ava - Challenges of Fleet Electrification
▪Cost Prohibitive for Local Agencies
•Requires significant upfront capital investment
•Ongoing operation and maintenance costs for charging
infrastructure
▪Public procurement process for charging infrastructure is time consuming and requires significant staff bandwidth ▪Managing the installation, ongoing operation, maintenance of charging infrastructure requires additional staffing
▪Charging infrastructure operational risk falls to Union City Transit
City Council/RSA Agenda 233 Tuesday, August 13, 2024
Ava - What is Charging as a Service?
▪Ava works with developer under existing Agreement to buy, build, own, operate fleet charging infrastructure
▪Ava’s contract with development partner includes industry leading operation and maintenance requirements
▪Ava-Union City Transit execute 10-year CaaS Agreement
•Ava charges annual CaaS Fee to recuperate costs
•Ava provides transparency into actual costs incurred by development partner
City Council/RSA Agenda 234 Tuesday, August 13, 2024
Ava - Benefits to Union City Transit?
▪Defers upfront costs
•Ava’s developer provides upfront capital for charging
infrastructure procurement, installation
▪Reduces complexity, need for additional staff bandwidth •No management of public procurement process
•No management of contracts (installation, ongoing O&M) ▪Commercially backed uptime guarantee
City Council/RSA Agenda 235 Tuesday, August 13, 2024
Ava - Charging as a Service Pricing
▪Current fueling budget for CNG buses: $600K/year
•Estimated fueling cost for electric buses: $234K/year
▪Annual CaaS Fee will be determined by:
•Tolling price from developer (TBD)
•Buy-down from $2.1M in already secured grant funding
•Ava financial incentive (TBD)
▪Ava provides pricing transparency throughout CaaS
Agreement negotiation process
City Council/RSA Agenda 236 Tuesday, August 13, 2024
Ava – What’s Been Done to Date
▪Union City Transit has:
•Coordinated with funding agencies on grants/incentives •Coordinated with PG&E on electrical infrastructure
▪In coordination with UCT, Ava and its developer have:
•Selected the charging equipment
•Developed the Conceptual Design
•Developed initial cost estimate
•Developed project timeline
•Delivered draft CaaS Agreement
City Council/RSA Agenda 237 Tuesday, August 13, 2024
Ava - Next Steps

1. City Council grants City Manager authority to negotiate and execute CaaS Agreement with Ava

2. Parties negotiate and execute Agreement

3. Ava’s developer completes pre-dev work (final design, pricing, schedule)

4. Ava’s developer kicks off project development work
City Council/RSA Agenda 238 Tuesday, August 13, 2024
Ava – QUESTIONS?
City Council/RSA Agenda 239 Tuesday, August 13, 2024
Report and Presentation on the Public Works
Corporation Yard Impacts from the
Construction of Quarry Lakes ParkwayPhase 1, City Project No. 18-04 and the Corporation Yard Master Plan
July 9, 2024 - City Council Meeting
Marilou R. Ayupan, Public Works Director
Item 6a. City Council/RSA Agenda 240 Tuesday, August 13, 2024 2 Quarry Lakes Parkway Update
2 City Council/RSA Agenda 241 Tuesday, August 13, 2024
3 3
City Council/RSA Agenda 242 Tuesday, August 13, 2024
4 QUARRY LAKES PARKWAY, PHASES 1-4
City Council/RSA Agenda 243 Tuesday, August 13, 2024
5 QUARRY LAKES PARKWAY, PHASES 1 & 2
City Council/RSA Agenda 244 Tuesday, August 13, 2024
6 PHASE 1: 7TH STREET CONNECTION
(7TH Street to Mission Boulevard)
▪ Realign 7th Street along
Corp Yard to connect to
Chesapeake with new
Traffic Signal
▪ Reconstruct the Line M
Open Channel and Box
▪ Relocate & Reconstruct
Corp Yard Security Wall
City Council/RSA Agenda 245 Tuesday, August 13, 2024
7 PHASE 1: 7TH STREET CONNECTION
(Existing Line M Open Channel Alignment)
City Council/RSA Agenda 246 Tuesday, August 13, 2024
8 PHASE 1: 7TH STREET CONNECTION
(Proposed Line M Open Channel Realignment)
City Council/RSA Agenda 247 Tuesday, August 13, 2024
9 PHASE 1: 7TH STREET CONNECTION
(Proposed Line M Open Channel Realignment)

SECTION A-A
Ranges from 50 -100 feet Reduction to Southern Corp Yard Site City Council/RSA Agenda 248 Tuesday, August 13, 2024
10 PHASE 1: 7TH STREET CONNECTION
(7TH Street to Mission Boulevard)
Design Status:
▪ Confirming with Alameda County Flood Control District the hydraulics analysis and design criteria for aligned Line M Open Channel.
▪ Coordinating with Regulatory Agencies on QLP
corridor wide permit (wetlands, riparian, species &
waters).
▪ Coordinating with Alameda CTC on cost estimates,
design requirements and funding.

City Council/RSA Agenda 249 Tuesday, August 13, 2024
11 PHASE 1: 7TH STREET CONNECTION
(7TH Street to Mission Boulevard)
Requirements before Construction Phase:
▪ Approval by Alameda County Flood Control for
realigned Line M Open Channel and Hydraulics.
▪ Secured On-Site and Off-Site Regulatory Agencies
permits for QLP construction impacts to wetlands,
riparian, species & waters.
▪ Approval by Alameda CTC for funding and
implementation strategy
▪ Completion of Advance Corp Yard Site Improvements
City Council/RSA Agenda 250 Tuesday, August 13, 2024
12 PHASE 1: 7TH STREET CONNECTION
(7TH Street to Mission Boulevard)
New location of Corp Yard Security Wall will impact
maintenance operations. Will need to prepare Corp
Yard site in advance. City Council/RSA Agenda 251 Tuesday, August 13, 2024 Questions?

CORPORATION YARD

MASTER PLAN

RECOMMENDED MP VISION

CITY COUNCIL PRESENTATION
City of Union City | July 9, 2024
City Council/RSA Agenda 252 Tuesday, August 13, 2024
2Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

SITE UNDERSTANDING
City Council/RSA Agenda 253 Tuesday, August 13, 2024
AGENDA

1. Project Overview

2. Master Plan
Recommendations

3. Cost Models

4. Timing + Phasing
City Council/RSA Agenda 254 Tuesday, August 13, 2024
4Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 City Council/RSA Agenda 255 Tuesday, August 13, 2024
5Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 TASK 1 – PROJECT INITIATION
TASK 2 – NEEDS ASSESSMENT
TASK 3 – OPTIONS
TASK 4 – RECOMMENDATIONS

PROJECT OVERVIEW
City Council/RSA Agenda 256 Tuesday, August 13, 2024
6Union City Corp. Yard Master Plan City Council Presentation 7-09-
Project Goals + Objectives
2024
• Summarize existing corporation yard
operations + spaces
• Identify current and future Corp.

Yard staffing + space needs
• Evaluate options for accommodating
space needs + operations on smaller
Corp. Yard site
• Recommend Corp. Yard master plan
diagram, budget, and potential
implementation timeline
Opportunities
Corp. Yard as essential
facility / EOC
Improve corporation yard
work flow and efficiency –
e.g.:
 Vehicular circulation
 Parking
 Storage
Move more city functions
to Corp. Yard (staff +
collaboration, support
spaces)

PROJECT OVERVIEW
City Council/RSA Agenda 257 Tuesday, August 13, 2024
7Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

SITE UNDERSTANDING
City Council/RSA Agenda 258 Tuesday, August 13, 2024
8Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

SITE UNDERSTANDING
City Council/RSA Agenda 259 Tuesday, August 13, 2024
9Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

PARTICIPATION SUMMARY
Public Safety
• (6) User Needs Surveys • (4) Follow-Up Interviews • (2) Staff Workshops • (5) Project Management Team Meetings
• (1) SMT Presentation • TODAY! – City Council
Presentation
City Council/RSA Agenda 260 Tuesday, August 13, 2024
10Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

STAFFING NEEDS
10 13 13 13
17 17
24 28
13 13
15 19
3 4
3 4
3 5
4 5
3 5
4 5
0 0
1 1
0 10
20 30
40 50
60 70
80 CURRENT COUNCIL APPROVED CURRENT NEED FUTURE NEED - 20 YR

UNION CITY PUBLIC WORKS
STAFFING NEEDS*
IT
UC Transit
Facilities
Fleet
Streets
Grounds
Public Works -
City Hall
49 57
64 75
* Estimated staffing needs;
Strategic plan process
needed to confirm
estimates

CURRENT COUNCIL

APPROVED

CURRENT
NEED
FUTURE
NEED –
City Council/RSA Agenda 261 Tuesday, August 13, 2024
20 YR
11Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 10 13 13 13
17 17
24 28
13 13
15 19
3 4
3 4
3 5
4 5
3 5
4 5
0 0
1 1
0 10
20 30
40 50
60 70
80 CURRENT COUNCIL APPROVED CURRENT NEED FUTURE NEED - 20 YR

UNION CITY PUBLIC WORKS
STAFFING NEEDS*
IT
UC Transit
Facilities
Fleet
Streets
Grounds
Public Works -
City Hall

STAFFING NEEDS
49 57
64 75
* Estimated staffing needs;
Strategic plan process
needed to confirm
estimates

CURRENT COUNCIL

APPROVED

CURRENT
NEED
FUTURE
NEED –
City Council/RSA Agenda 262 Tuesday, August 13, 2024
20 YR
12Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

INDOOR / SHOP SPACE
City Council/RSA Agenda 263 Tuesday, August 13, 2024
13Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 0 City Council/RSA Agenda 264 Tuesday, August 13, 2024
14Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 PHASE 1 SCOPE
1A
Security Wall shift; EV Bus
Transition
• Relocate Conex
• New Contractor Modular
building
• New man gate entry +
signage
• Reconfigured bus parking
• EV charging infrastructure
• Relocation of Dumbarton
Express Fleet (location TBD)
• Partially pave back yard
1B
Disaster Preparedness +
Essential Upgrades
• Improved site lighting
• Larger emergency generator
• Fiber termination @ Corp
Yard
• Updated security and safety
(cameras, access control,
public address system)
City Council/RSA Agenda 265 Tuesday, August 13, 2024
15Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 PHASE 1 SCOPE
1C
Improve Operational
Efficiency
• Flooding mitigation
• 4 additional material bunkers
• Partially pave back yard
• Relocate/ replace tool sheds
• Canopy-covered small
equipment storage
• New dump ramp
• Covered large equipment
parking
1D
SB 1383 compliance
E
• Covered material bunkers
• Covered compost bunker,
green waste
• Covered supply and
equipment storage
• Dump ramp canopy
City Council/RSA Agenda 266 Tuesday, August 13, 2024
16Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 City Council/RSA Agenda 267 Tuesday, August 13, 2024
17Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 PHASE 2 SCOPE
Anticipated future staff + operations growth
• Modernize shop restrooms
• Second wash rack
• Covered fleet parking
• City Hall storage incorporated in new shop building
• Solar canopy over buses
• Additional Transit work space
• New Grounds shop building
• Reorganized shop for expanded Streets, office, operations, and storage space
• Reorganized shop for expanded Facilities office, operations, and storage
City Council/RSA Agenda 268 Tuesday, August 13, 2024
18Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 MASTER PLAN PHASE 1
City Council/RSA Agenda 269 Tuesday, August 13, 2024
19Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 MASTER PLAN BUILDOUT 2City Council/RSA Agenda 270 Tuesday, August 13, 2024 20Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 City Council/RSA Agenda 271 Tuesday, August 13, 2024
21Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 City Council/RSA Agenda 272 Tuesday, August 13, 2024
22Union City Corp. Yard Master Plan City Council Presentation 7-09-2024 2024 2025 2026 2027

PROJECT TIMING

CORPORATION YARD

CONSTRUCTION
1A
DESIGN

QUARRY LAKES PARKWAY PROJECT
Escalation to midpoint of construction
PHASE 1B, 1C, 1D TIMING TBD DESIGN + CONSTRUCTION

QLP CONSTRUCTION
10% DESIGN
1A, 1B, 1C, 1D

FINAL DESIGN
1A
City Council/RSA Agenda 273 Tuesday, August 13, 2024
23Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

NEXT STEPS
Union City Corporation Yard
Master Plan Implementation
Phase 1 – (Category 1A, 1B, 1C, 1D)
Conceptual Design (10% Final Design)
Phase 1 (Category 1A) – Final Design +
Construction
City Council/RSA Agenda 274 Tuesday, August 13, 2024
24Union City Corp. Yard Master Plan City Council Presentation 7-09-2024

QUESTIONS
City Council/RSA Agenda 275 Tuesday, August 13, 2024
THANK YOU!
City Council/RSA Agenda 276 Tuesday, August 13, 2024
K&F 1.23.24 Draft

CHARGING AS A SERVICE AND MASTER SITE LICENSE AGREEMENT

BETWEEN

AVA COMMUNITY ENERGY AUTHORITY AND THE CITY OF UNION CITY This Charging as a Service and Master Site License Agreement (“Agreement”) is entered into as of the [ 11 ] day of [ June ], 2024 (“Effective Date”) by and between the City of Union City, a California municipal corporation (“City”) in Alameda County, California and the Ava Community Energy Authority, a joint powers authority (“Ava”). City and Ava are individually referred to as “Party” and collectively as “Parties”.

RECITALS
WHEREAS, City desires to electrify its fleet of Union City Transit (“UC Transit”) and other municipal vehicles, which will require the project management, design, engineering, procurement, permitting, installation, operation and maintenance of electric vehicle level 2 and/or direct current fast charging stations and associated equipment (stations and associated equipment owned by Ava and/or Ava’s contractor(s) and/or vendor(s), “Charging Stations”) at various municipal facilities throughout the City.

WHEREAS, Ava desires to assist City by undertaking the project management, design, engineering, procurement, permitting, installation, operation, and maintenance of all Charging Stations associated with the fueling of electric for UC Transit Electric Vehicle (“EV”) fleet and other municipal fleet vehicles at agreed upon locations.

WHEREAS, City is an Ava electricity customer taking Ava retail electrical service and City seeks to partner with Ava so that Ava or one or more of its contractor(s) and/or vendor(s) may install electric vehicle charging infrastructure, including level 2 and/or direct current fast charging stations, and other associated equipment at agreed upon locations.

WHEREAS, the Parties desire to enter into this Agreement to memorialize the terms and conditions by which Ava or one or more of its contractor(s) or vendor(s) will provide the Services (as defined below) to City for a payment of a monthly Service Fee (as defined below).

WHEREAS, the execution of this Agreement does not obligate the City to utilize any Services but establishes the terms and conditions upon which the Services will be provided at the City’s election.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the Parties agree to the following:

AGREEMENT

1. Grant of License. City is the fee simple owner of certain real property(ies) identified in Exhibit A, attached hereto and incorporated herein by this reference (each a “Property”). City grants to Ava and its contractors and vendors for the Term of this Agreement: (i) an non-exclusive and revocable, except as specifically set forth herein, license to use and occupy a portion of each Property (each such portion of a Property shall be referred to herein as a “Site”), including the designated parking spaces for charging UC Transit EV fleet and other electric municipal vehicles (“Charging Stalls”), as such City Council/RSA Agenda 277 Tuesday, August 13, 2024
K&F 1.23.24 Draft

Site and Charging Stalls shall be more particularly described for each Property in a Notice to Proceed; (ii) any necessary easements, which shall be subsequently identified and approved by City, on, over, across and under the Properties or rights for installation, maintenance, operation, access and utilities, as described herein, for the Purpose, including, but not limited to, any rights necessary for the applicable distribution utility service supplier to interconnect and deliver electricity to the Charging Stations; and (iii) the right for Ava to issue a sublicense to its contractors and vendors that is up to, but no more than, coextensive with the license that City grants to Ava herein (“License”). The City Manager or an authorized designee is delegated authority to approve any amendments to Exhibit A, including adding additional Properties, subject to approval from City’s Council where required.

2. Purpose; Scope of Services. City agrees that each Site may be used by Ava and its contractors and vendors for any lawful activity, which will be further identified in the Notice to Proceed, in connection with the design, development, construction, installation, maintenance, repair, replacement, removal, security, and operation of level 2 and/or direct current fast charging stations and ancillary items to fuel UC Transit EV fleet or other electric municipal fleet vehicles (the “Purpose”), including, without limitation, electrical equipment, hardware, software, signage and all supporting equipment and structures, which may include concrete pads and protective bollards. The services provided by Ava shall include all activities related to the design, procurement, installation, ownership, operations, and maintenance of the Charging Stations, including but not limited to Ava itself or an Ava contractor or vendor of its choice, installing, operating, and maintaining the Charging Stations in accordance with this Agreement (the “Services”).

3. Right of First Refusal. City shall not allow installation or use of new level 2 and/or direct current fast charging stations other than the Charging Stations for fueling UC Transit EV fleet or other electric municipal fleet vehicles on any Property included in Exhibit A during the Term, without first providing right of first refusal. If, during the Term, City desires to install additional level 2 and/or direct current fast charging stations at a particular Property for fueling electric municipal fleet vehicles, then City grants to Ava a right of first refusal to design, develop, construct, install, operate, and maintain such additional Charging Stations for such Purpose. Upon notice by City to Ava of City’s desire to install additional level 2 and/or direct current fast charging stations for the Purpose at a particular Property, Ava will have up to six (6) months to determine if it will develop additional Charging Stations at such Property. If Ava determines that it will develop such additional Charging Stations at such Property, the Parties shall amend the Notice to Proceed applicable to such Property to add such additional Charging Stations as are mutually agreed upon between City and Ava. Should Ava opt not to install additional Charging Stations, City may pursue development of additional level 2 and/or direct current fast charging stations for the Purpose at such Property with another provider, or City may develop such additional level 2 and/or direct current fast charging stations itself.

4. Payment Terms.
a. Ava shall invoice City on an advance monthly basis on the first of each month of the Term for Services to be provided during that calendar month (the “Service Fee”), which Service Fee shall be calculated by Ava for each Property based on the Preliminary Pricing Estimate for each Property, which may be updated in accordance with Section 5. Ava shall invoice City monthly beginning on the first of the month in which the Commercial Operation Date (as defined below) at any Property subject to this Agreement shall occur.
b. All invoices are due within thirty (30) days of City’s receipt of the invoice. Invoices not paid when due are subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the highest rate allowed under applicable law. If any amount owing by City under this City Council/RSA Agenda 278 Tuesday, August 13, 2024
K&F 1.23.24 Draft

Agreement is more than thirty (30) days overdue, Ava may, without otherwise limiting Ava’s rights or remedies, suspend the provision of Service, terminate this Agreement pursuant to Section 8(a), and/or enter onto the relevant Property(ies) for the purpose of reclaiming or Removal of the Charging Stations. City shall be liable for all costs, including reasonable attorneys’ fees and Charging Station recovery fees, incurred by Ava in connection with its efforts to collect any past due amounts. City is required to pay all amounts due and owing during the Term regardless of whether it is using the Services.
c. For avoidance of doubt, the Service Fee does not include any amounts that City may owe to Ava for the sale of electricity used to charge electric municipal fleet vehicles with the Charging Stations installed under this Agreement. Ava will use commercially reasonable efforts to generate, book and claim low carbon fuel standard credits (“LCFS Credits”) associated with such charging of electric municipal fleet vehicles and, for any such LCFS Credits generated, booked, and claimed, Ava shall use commercially reasonable efforts to sell such LCFS Credits and shall promptly thereafter remit payment to City in the amount of such sale. In the event that City is deemed to own or have any right, title, or interest in any LCFS Credits associated with the Charging Stations, City shall give Ava the exclusive right to sell such LCFS Credits, provided that Ava shall sell such LCFS Credits as described in the preceding sentence.
d. All payments required under this Section 4 shall be made by electronic funds transfer.

5. Conceptual Design Package; Preliminary Pricing Estimate; Notice to Proceed; Construction Coordination Schedule.
a. Following the Effective Date, City and Ava shall reasonably cooperate on a conceptual design for each Property, which conceptual design will identify the specific Site at such Property where Charging Stalls will be located, the number and location of such Charging Stalls within such Site, and a preliminary single line diagram of the electric vehicle service extension approved by the distribution utility service supplier, which is presently Pacific Gas and Electric Company (“PG&E”) (together the “Conceptual Design Package”). Once City and Ava have agreed upon a Conceptual Design Package for a Property, Ava shall submit the conceptual design to PG&E and to Ava’s contractors and vendors for their review and approval. To the extent PG&E or Ava’s vendors or contractors propose revisions to the conceptual design, Ava shall promptly convey such revisions to City for City’s approval, such approval not to be unreasonably conditioned, withheld or delayed. b. As soon as reasonably practical following agreement between Ava and City on a final Conceptual Design Package that is approved by PG&E and Ava’s contractors and vendors, Ava shall provide City a preliminary pricing estimate summarizing the total estimated cost to complete Services at such Property (“Preliminary Pricing Estimate”). No later than fourteen (14) business days following City’s receipt of the Preliminary Pricing Estimate, City shall provide a written acceptance or denial of the Preliminary Pricing Estimate. The Preliminary Pricing Estimate shall include all relevant details regarding the total estimated cost and Service Fee as well as the final date of payment.

If City accepts the Preliminary Pricing Estimate, City and Ava shall execute a notice to proceed for such Property substantially in the form of Attachment 1 (each a “Notice to Proceed”), which Notice to Proceed shall identify the Site, the number and location of Charging Stations and Charging Stalls, and the agreed upon Preliminary Pricing Estimate for such Property, and shall include a diagram of the electric vehicle service extension approved by PG&E. Upon execution, each Notice to Proceed shall be incorporated herein by this reference. City’s City Manager or other duly authorized designee of City and an Ava Director or other duly authorized designee of Ava are delegated authority to execute a Notice to Proceed, as well as any amendments to such Notice to Proceed, without requiring City Council/RSA Agenda 279 Tuesday, August 13, 2024
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approval from City’s City Council or Ava’s Board of Directors. City maintains discretion not to issue a Notice to Proceed for any Property listed in Exhibit A, in which case such Property shall be removed from this Agreement. Nothing in this Agreement shall prevent Parties from amending an existing Notice to Proceed to add, remove or alter Charging Stations or Charging Stalls, or as otherwise permitted in this Agreement. A Construction Coordination Schedule (as such term is defined in Section 14) shall be subsequently added as an amendment to the Notice to Proceed for each Property once the Construction Coordination Schedule can be reasonably determined. c. Following execution of a Notice to Proceed, within thirty (30) days after receiving notice of any material event expected to increase or decrease the agreed Preliminary Pricing Estimate, Ava shall provide to City a report describing any changes to the Preliminary Pricing Estimate (“Pricing Progress Report”). All changes to the Preliminary Pricing Estimate shall be deemed accepted by City upon City’s receipt of the applicable Pricing Progress Report, provided that such revised Preliminary Pricing Estimate does not exceed the original Preliminary Pricing Estimate provided in the initial Notice to Proceed for such Property (the “Vehicle Charging Service Fee Cap”).

In the event that such revised Preliminary Pricing Estimate exceeds the Vehicle Charging Service Fee Cap, City shall have the right, but not the obligation, to terminate the applicable Notice to Proceed for such Property in accordance with Section 7(b).

6. Term; Operating Term. The term of this Agreement shall commence on the Effective Date and shall terminate ten (10) years following the last Commercial Operation Date at any Property subject to this Agreement (as extended or renewed from time to time, the “Term”). The “Commercial Operation Date” for each Property shall mean the date on which all Charging Stations that are to be installed at such Property pursuant to an executed Notice to Proceed are first operational, as reasonably determined by Ava. Each Property shall have a ten (10) year “Operating Term”, which shall commence on the Commercial Operation Date for such Property and expire on the date that is the ten (10) year anniversary of such Commercial Operation Date. The Parties shall update Exhibit A to include the Commercial Operation Date and date of Operating Term expiration date for each Property.

Ava shall provide six (6) months’ advanced notice to City of the expiration date of the initial Term and the expiration date of any Operating Term for each Property, stating whether Ava will offer to extend the initial Term or an applicable Operating Term, and if so, under what terms and conditions.

Following such notice, the Parties may mutually agree in writing to extend the Term of the Agreement and/or the Operating Term for any Property. Absent mutual written agreement signed by all Parties to extend the Operating Term for a Property, such Property shall be removed from this Agreement upon the expiration of the applicable Operating Term.

7. Removal of Properties. A Property identified in Exhibit A, and any Notice to Proceed executed for such Property, may be removed from this Agreement:
a. by Ava, upon thirty (30) days’ written notice to City, in the event Ava determines that the construction of a Charging Station is impracticable or uneconomical at such Property; or b. by City, within sixty (60) days following Ava’s delivery of a Pricing Progress Report for such Property that shows a revised Preliminary Pricing Estimate that exceeds the Vehicle Charging Service Fee Cap; or
c. by Ava, upon thirty (30) days’ written notice to City, if any portion of such Property is condemned or taken in any manner for a public or quasi-public use that could materially adversely affect Ava’s use of the Site for the Purpose at such Property; or City Council/RSA Agenda 280 Tuesday, August 13, 2024
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d. by City or Ava, upon thirty (30) days’ written notice to the other Party, if any portion of such Property is damaged by fire or other casualty in a manner that materially adversely affects Ava’s use of the Site for the Purpose at such Property.

8. Termination. Agreement may be terminated in its entirety with respect to all Properties:
a. by City or Ava, if the other Party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for thirty (30) days after receipt of written notice; provided that if such breach or failure reasonably requires more than thirty (30) days to cure, this provision shall not be triggered if such breaching Party commences to cure within such period and diligently proceeds to complete such cure, but not beyond a date agreed to in writing by the Parties; or
b. by City or Ava, if the other Party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws; or c. by City or Ava, if all Properties identified in Exhibit A have been removed from this Agreement either pursuant to Section 7 or upon expiration of the applicable Property’s Operating Term.

9. Electricity and Communications. Unless otherwise agreed by the Parties, Ava shall be responsible for the cost of extending the distribution utility service and communications service to the Charging Stations at each Property, including by obtaining separately metered electricity service at each Property to supply electricity to the Charging Stations. City shall reasonably cooperate with Ava’s efforts regarding the provision of electricity and communications services to the Charging Stations at each Property. Neither City nor Ava has any responsibility or liability for interruption, curtailment, failure, or defect in the supply or character of the distribution utility service or communications service furnished to the Charging Stations at each Property. City shall notify Ava as soon as practicable, but not more than twenty-four (24) hours after the discovery of any existing or anticipated interruption in the supply of electricity or communications services to the Charging Stations. City hereby grants to Ava the right to establish and/or receive utility services to the Charging Stations at each Site, including but not limited to electric distribution service, and the right for the distribution utility service supplier to construct, reconstruct, install, inspect, maintain, replace, remove, and use said utility services to serve each Charging Station together with the right for the distribution utility service supplier to ingress to and egress from said utility service facilities across each Property. City understands that PG&E is the current distribution utility service supplier, and pursuant to PG&E Electric Rule 29, PG&E requires that new electric vehicle service extensions must provide a clear route (clear of obstructions) which inhibit the construction of either underground or overhead electric vehicle service extensions. PG&E and Ava will work together to design the shortest or most practical and available route for PG&E to provide service extensions to the Charging Stations.

City shall reasonably cooperate with PG&E and Ava’s contractors and service providers to obtain any permit or approval needed for trimming or removal of trees, brush, or other vegetation necessary for the installation and operation of utility services in compliance with PG&E Electric Rule 29. City grants the right for the distribution utility service supplier for each Property to trim, cut down, and clear away or otherwise control any trees or brush within five feet (5’) of said route, without waiver of necessary permits needed to perform such work. In addition, City shall not erect or construct any building or other structure or drill or operate any well under or within five feet (5’) of said route, unless agreed to by the Parties.

City Council/RSA Agenda 281 Tuesday, August 13, 2024
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10. Maintenance and Operation of Sites. City shall cause each Site, including Charging Stalls (but not including Charging Stations or related equipment, hardware, software, or signage) to be maintained in a clean, safe, and orderly condition to at least the same standard as other similar areas (e.g. parking areas) at each such Property that are under City ownership or control. City shall not directly or indirectly service, repair, modify or adjust any Charging Station or related Ava equipment, hardware, software, or signage. City agrees to provide Ava and Ava’s vendors, contractors, and their respective service partners with access to the Charging Stations to perform required maintenance. In addition, City shall maintain a designated City representative who shall act as City’s liaison with Ava and Ava’s vendors, contractors and their respective service partners for matters covered by this Agreement. Ava shall operate and maintain, and/or retain a third-party contractor to operate and maintain, the Charging Station(s) in accordance with Exhibit C, attached hereto and incorporated herein by this reference (“Maintenance and Operations Plan”); provided, Ava’s obligations under this Section 10 and Exhibit C do not include operating, maintaining, repairing, replacing, monitoring or servicing anything other than the Charging Stations.

11. Notice of and Payment for Damage. City shall notify Ava as soon as practicable, but not more than two (2) business days after the discovery of any material malfunctions, physical conditions or other circumstances that indicate there has been or might be damage to or loss of the use of any Charging Station or that could reasonably be expected to adversely affect any Charging Station. If City, its agents, or its invitees are responsible for any damage to or loss of the use of any Charging outside of warrantied or normal wear and tear, City shall bear sole responsibility for reasonable charges, including parts and labor, to remedy such damage to or loss of the use of the Charging Station, the cost of which shall be included within the next monthly invoice due to City.

12. Charging Station Access; Software Services. City shall strictly limit Charging Station access to municipal fleet vehicles. City shall notify Ava at least forty-eight (48) hours in advance of any need to limit access to any Site due to maintenance, safety, or other unforeseen reasons, or, if possible, as soon as reasonably practical in the event of an emergency. Ava hereby grants City a non-exclusive, non-transferable right to access and use a third-party software-as-a-service offering (“Software Services”) during the Term for purposes of (i) operating the Charging Stations, and (ii) analyzing the performance of the Charging Stations. City acknowledges that third parties retained by Ava own all rights, title, and interest, including all Intellectual Property (as defined below), in and to the Software Services and associated documentation. City acknowledges that Ava owns all rights, title, and interest, including all Intellectual Property rights, in and to the Charging Station usage data.

13. Signage & Promotional Activities. Ava and its contractors and vendors may stripe and place appropriate signage at each Site and mark each Charging Station and all Charging Stalls and related Ava equipment in Ava’s reasonable discretion, subject to City’s prior written approval, not to be unreasonably withheld. In addition, subject to City’s prior approval, not to be unreasonably withheld, Ava and its contractors and vendors may place signage, marks, or advertising devices in, on, or about and around each Site within each Property at Ava’s sole cost and subject to applicable laws and regulations. At no time may City place any signage on Charging Stalls, Charging Stations, or related Ava equipment or in a manner that interferes with Ava operations at each Site.

14. Construction; Permits. Ava shall, at its sole cost and expense, be responsible for the installation of the Charging Stations, including the hiring and coordination of contractors and vendors.

Ava or its contractors or vendors shall develop and deliver to City a schedule (the “Construction Coordination Schedule”), which shall set forth the details, timing and coordination of the work described herein (“Construction Work”). Not later than five (5) business days following City’s receipt of the Construction Coordination Schedule, City shall provide a written approval or denial of the same City Council/RSA Agenda 282 Tuesday, August 13, 2024
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to Ava. If City denies the Construction Coordination Schedule, it shall set forth the reasons for such denial and Ava or its contractors or vendors, as applicable, may deliver a revised Construction Coordination Schedule to City for its written acceptance or denial in accordance with the foregoing sentence. The approved Construction Coordination Schedule shall be set forth in a Notice to Proceed for each Property; provided that if the Construction Coordination Schedule is not available at the time of execution of the Notice to Proceed, the Parties agree to amend the Notice to Proceed to include the Construction Coordination Schedule once it is agreed upon. Before beginning any Construction Work, Ava shall provide a copy of the construction schedule and installation plans to City for its approval, which approval shall not be unreasonably conditioned, delayed or withheld. Ava shall ensure that it or its vendors, contractors and/or service providers obtain from governmental authorities all licenses, permits (including encroachment and building permits), or other approvals required to conduct such installation activities (collectively, “Approvals”). City shall reasonably cooperate with Ava’s vendors, contractors and/or service providers as required to obtain such Approvals. Ava shall not permit or suffer any Stop Orders, mechanic’s, or materialmen’s liens to attach to any Site. A “Stop Order” means the notice and claim procedures for payment available in California Civil Code Section 9000, et seq., to laborers, subcontractors, suppliers, materialmen, and other parties identified in California Civil Code Section 9100 that provide labor or materials to a public project. If such a Stop Order, mechanic’s or materialmen’s lien attaches to a Site, Ava shall remove or bond over such Stop Order or lien at Ava’s sole cost and expense, within twenty (20) days of Ava receiving written notice thereof from City. Ava shall ensure that it or its contractors, subcontractors and/or service providers shall pay prevailing wages for any construction, installation work or maintenance contracts related to each Charging Station and related equipment, as those wages are determined pursuant to Labor Code Section 1720 et seq., and Sections 1774 and 1775, to employ apprentices as required by Labor Code Section 1777.5 et seq., and shall cause the contractors, subcontractors and service providers to comply with all other applicable provisions of the Labor Code and the implementing regulations of the Department of Industrial Relations.

15. Modification; Ownership. Ava may, at any time during the Term, subject to the terms of this Agreement, and in its sole discretion, modify the Charging Stations, including without limitation, upgrading, replacing, and/or removing all or a portion of any Charging Station (collectively, “Modifications”), whether or not said items are considered fixtures and attachments to a Site under applicable laws; provided, however, before any such Modifications, Ava shall obtain all necessary permits prior to commencing any Modification. The Charging Stations are and shall remain the personal property of Ava, or its contractors and vendors, regardless of the manner in which they may be attached to any Property. City shall not retain any ownership rights in the Charging Station(s) and related Ava equipment. City shall not permit any levy, lien, or other legal process to be attached to the Charging Stations and shall immediately notify Ava if any of the foregoing shall occur. City acknowledgesthat, for purposes of the Uniform Commercial Code, the Charging Stations are provided to City pursuant to a service, and not a secured financing. Ava, or its contractors and vendors, as applicable, may make filings under the Uniform Commercial Code, and in such jurisdictions, as it deems necessary in its sole discretion.

16. Removal. Within one hundred twenty (120) days following either the expiration of the Operating Term at a Property or the removal of a Property from this Agreement pursuant to Section 7, as applicable, Ava shall remove, or cause its contractors and vendors to remove, relevant Charging Stations from either the removed Property or from all Properties, as applicable, and all of Ava’s other equipment and personal property from the applicable Property or Properties, but not electric infrastructure, which shall remain with each Property (“Removal”). City hereby grants Ava and its contractors and vendors the right, upon the expiration of the Operating Term at a Property, or the City Council/RSA Agenda 283 Tuesday, August 13, 2024
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removal of a Property from this Agreement pursuant to Section 7, as applicable, to enter the relevant Property for the purpose of Removal. City agrees that it shall not interfere with, and will cause its employees and agents not to interfere with, Ava and its contractors and vendors in conjunction with the Removal. This provision shall survive the termination of this Agreement and the Operating Term for each Property. Ava and its contractors and vendors shall coordinate with PG&E to have the electric service and switchgear removed. Electrical conduits will be capped and abandoned in place. Wires will be disconnected and removed.

Any pavement or other surface impacted by the Removal pursuant to this section shall be restored to its original condition and to City’s satisfaction. Ava shall ensure that it or its designated contractor(s) and/or service providers obtain from governmental authorities all approvals and permits required to conduct such removal activities.

17. Representations, Warranties & Covenants. Each Party hereby represents and warrants to the other Party that, as of the Effective Date: (a) it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b) the execution, delivery, and performance of the Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, regulation, order, or other legal determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or proceeding that may adversely affect its ability to perform the Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (e) the Agreement constitutes a legal, valid and binding obligation of such Party, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and by general principles of equity. Each Party shall comply with all federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes, nondiscrimination laws) and as amended from time-to-time in performing its obligations under the Agreement. In addition, City agrees that it shall not interfere with, and will cause its employees and agents not to interfere with, Ava and its contractors and vendors in conjunction with the service, maintenance, or Removal of the Charging Stations, or in any other way interfere with Ava’s responsibilities under this Agreement. City also agrees that it will not permit anyone other than Ava, or its contractors or vendors, to provide, maintain, service or operate any Charging Stations at any Property.

18. Indemnity. To the fullest extent permitted by law, each Party shall indemnify, defend and hold harmless the other Party, and their respective affiliates, representatives, agents, officers, officials, directors, managers, members, partners, contractors, subcontractors, vendors, service providers, or employees, from and against all third-party claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys’ fees and costs of collection (collectively, “Losses”) that arise out of or result from (i) any willful misconduct or negligence of the indemnifying Party in connection with this Agreement, (ii) any breach by the indemnifying Party of its obligations, representations or warranties under this Agreement, (iii) the infringement of intellectual property rights of third parties, (iv) the indemnifying Party’s operation of each Site, except to the extent arising solely out of or resulting from the willful misconduct or active negligence of the indemnified Party; or (v) any violation of national, state, local or municipal laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals, licenses, permits, directives, and requirements of all regulatory and other governmental or quasi-governmental authority having jurisdiction over the Property. The obligations of the Parties under this Section 18 shall survive the expiration, cancellation, or termination of this Agreement and the Term.

City Council/RSA Agenda 284 Tuesday, August 13, 2024
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19. Insurance. During the Term, Ava shall maintain insurance in full force and effect, at its cost and expense, as set forth in Exhibit B, attached hereto and incorporated herein by this reference. The insurance limits required of Ava may be satisfied through self-insurance or a JPA, as designated in Exhibit B.

20. Limitation of Liability. EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO

EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,

INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,

INCLUDING WITHOUT LIMITATION FOR THE LOSS OF DATA, BUSINESS

INTERRUPTION, OR LOST PROFITS, THAT IN ANY WAY ARISE OUT OF OR RELATE TO

THIS AGREEMENT, REGARDLESS OF THE THEORY OF RELIEF AND REGARDLESS OF

ANY CLAIM OR FINDING THAT A REMEDY SUFFERS A FAILURE OF ITS ESSENTIAL PURPOSE. The provisions of this Section 20 shall apply to the fullest extent permitted by law and shall survive termination of this Agreement.

21. Miscellaneous.
a. Notice. Any notice provided or permitted to be given under the Agreement must be in writing and be served either by (i) deposit in the mail, addressed to the Party to be notified, postage prepaid, and registered or certified, with a return receipt requested, or (ii) deposit with an internationally recognized overnight delivery carrier, with notice of delivery to the recipient Party.

Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof of receipt. Each Party may change its address for notice by giving notice thereof to the other Party. For purposes of notice the addresses of the Parties shall be as follows:

To City:

Attention: City of Union City
CC: [CM or PWD?]
City of Union City
34009 Alvarado Niles Road
Union City, California 94587
To Ava:

Attention: Ava Community Energy
CC: [please add]
1999 Harrison Street, Suite 2300
Oakland, California 94612
b. Data Sharing and Reporting. Annually, Ava shall provide City with reports, for each Site, within thirty (30) days of the close of each Ava fiscal year, which currently ends June 30 of each calendar year. To the extent such information is available to Ava, annual reports shall include: number of charging sessions (by month), usage trends (by month), number of hours that Charging Stations were inoperable (including for periods of planned maintenance and repair records. Where possible, annual report data shall be provided in sufficient granularity to identify usage trends by days of the week and times of day.

City Council/RSA Agenda 285 Tuesday, August 13, 2024
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c. Early Removal and Termination: Either City or Ava may request early Removal of any Charging Stations from any Site prior to the end of an applicable Operating Term. Should City or Ava request Removal of any Charging Stations from any Site before the end of the applicable Operating Term (an “Early Termination”), the Party who requests Removal shall pay the reasonable cost and sole expense of such Removal. Any amounts due and owing between the Parties as of the Early Termination, including any unpaid Service Fees shall become immediately due and payable. In addition, if there is an Early Termination by City, or if Ava terminates the Agreement pursuant to Sections 8(a) or 8(b), City shall reimburse Ava for any and all amounts that will owed by Ava to third parties through the end of the Operating Term at such Property(ies) (not taking into account Early Termination), including for the cost of equipment, site design, installation, maintenance and operation of the Charging Stations at such Property(ies). The Parties agree that the damages described in this Section 21(d) shall be deemed direct damages that are not subject to the Limitation of Liability set forth in Section 20. City may, at any time within the Term request from Ava projected and final costs associated with such a removal request.
e. No Agency Relationship. Nothing in the Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purpose set forth in this Agreement, and the employees of one party shall not be deemed to be the employees of the other Party. Except as otherwise stated in the Agreement, no Party has any right to act on behalf of the other, bind the other party to any agreement, nor represent that it has such right or authority.
f. Severability. If any term of the Agreement is held by any court of competent jurisdiction to be invalid, such invalidity shall not invalidate the remainder of the Agreement and the Agreement shall be construed and deemed reformed to the extent necessary to render valid such term and the rights and obligations of the parties shall be enforced accordingly. g. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Alameda County for the purposes of adjudicating any matter arising from or in connection with this Agreement.
h. No Waiver. The failure of a Party to insist on strict performance of any provision of the Agreement does not constitute a waiver of or estoppel against asserting the right to require performance in the future and a waiver or estoppel given in any one instance does not constitute the same with respect to a later obligation or breach.
i. Remedies. The rights and remedies provided by the Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a Party may have under any applicable law, in equity or otherwise. The Parties recognize that the obligations under this Agreement are special, unique and of extraordinary character. The Parties acknowledge the difficulty in forecasting damages arising from the breach of any of the obligations or restrictive covenants and that the non-breaching Party may be irreparably harmed thereby. Therefore, the Parties agree that the nonbreaching Party shall be entitled to injunctive relief or specific performance and that such remedy shall be available in addition to all other remedies available at law or in equity. In such action, the non-breaching Party shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.

City Council/RSA Agenda 286 Tuesday, August 13, 2024
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j. Force Majeure. If either Party is prevented from performing its obligations under this Agreement by reason of any natural phenomena (such as storms, hurricanes, floods, lightning and earthquakes), acts of war or public disorder, civil disturbance, riot, insurrection, sabotage, epidemic, pandemic, terrorist act, rebellion, strike or labor disputes, failures to act or orders of any kind of any governmental authority acting in its regulatory or judicial capacity, or other unavoidable reason of a like nature not attributable to the negligence or fault of such Party, then the performance of such obligation, except for any obligation to make payments when due, shall be excused for the period of the unavoidable delay and the period for the performance of any such obligation shall be extended for an equivalent period.
k. Attorneys' Fees. If a Party institutes a suit against another Party for violation of or to enforce any covenant, term or condition of the Agreement, the prevailing Party shall be entitled to reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys’ fees.
l. No Third-Party Beneficiaries. The Agreement does not confer any rights or remedies on any person other than the Parties and their respective successors and permitted assigns. m. Integration; Amendments. This Agreement constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the Parties, whether written or oral. Any amendment, modification or other change to the Agreement shall be ineffective unless made in a writing signed by the Parties hereto.
n. Counterparts. This Agreement may be executed in any number of counterparts (including, electronic, facsimile, or scanned versions), each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, and notwithstanding that all of such parties may not have executed the same counterpart. o. Interpretation. The headings in this Agreement are used for convenience only and shall not be used to define, limit, or describe the scope of this Agreement or any of the obligations herein.

All Exhibits and Attachments to this Agreement are incorporated into the Agreement as fully as if stated within the body of the Agreement. In the event of any conflict between this Agreement and any Exhibit or Attachment, this Agreement shall prevail. Capitalized terms not otherwise defined in an Exhibit or Attachment shall have the meaning ascribed to them in this Agreement. Each Party has cooperated in the drafting, negotiation and preparation of the Agreement and nothing herein shall be construed against any Party on the basis of that Party being the drafter of such language. p. Intellectual Property. City shall not at any time, directly or indirectly: (i) create derivative works based on any of the intellectual property rights of the third-party contractors and vendors retained by Ava to provide the Services, including, without limitation, the Charging Stations, Software Services, patents, patent applications, patentrights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, customer lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, URL links, websites, development tools and all documentation and media constituting, describing or City Council/RSA Agenda 287 Tuesday, August 13, 2024
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relating to the above, including, without limitation, manuals, memoranda and records (collectively the “Intellectual Property”), or (ii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Software Services, in whole or in part, or any other Intellectual Property, or (iii) remove any proprietary notices from the Software Services, any associated documentation, or any other Intellectual Property, or (iv) copy, frame or mirror any part or content of the Software Services or any other Intellectual Property, or (v) access the Intellectual Property for any improper purpose whatsoever, including, without limitation, in order to (a) build a competitive product or service, or (b) copy any features, functions, interface, graphics or “look and feel” of the Software Services or any other Intellectual Property. q. References to Contractors and Vendors. All references to Ava’s “contractors” or “vendors” herein shall be deemed to refer to all contractors, subcontractors, vendors, and service providers designated by Ava to fulfill all or any portion of Ava’s obligations, and/or exercise all or any portion of Ava’s rights, pursuant to the terms of this Agreement. r. Survival. Applicable provisions of this Agreement shall continue in effect after expiration or termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The payment terms under Section 4 and terms related to early termination fees under Section 21(d) shall survive until such payment obligations are paid in full. The Removal provisions in Section 16 shall survive for such time-period as is reasonably necessary to complete Removal. The indemnity and audit rights shall remain in full force and effect for one (1) year following the termination of this Agreement. [Signature page follows on next page.]
City Council/RSA Agenda 288 Tuesday, August 13, 2024
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In witness thereof, the Parties have entered into this Agreement as of the Effective Date set forth above.

CITY OF UNION CITY AVA COMMUNITY ENERGY
Joan Malloy, City Manager Nick Chaset, Chief Executive Officer Attest:

Thai Nam Pham, City Clerk
Approved as to Form: Approved as to Form:

Kristopher J. Kokotaylo, City Attorney Ava General Counsel City Council/RSA Agenda 289 Tuesday, August 13, 2024
K&F 1.23.24 Draft
14 EXHIBIT A

PROPERTY(IES)
Property
#
Property
Location
Charging
Stalls
Date
Property
Added
Property
COD
Date
Date
Operating
Term
Expires
Property
Removal
Date (from
Exhibit A)
Property
Removal
Description
1 Public
Works
Maint.

Facility
2 3
City Council/RSA Agenda 290 Tuesday, August 13, 2024

K&F 1.23.24 Draft
15 EXHIBIT B

INSURANCE
Insurance. During the term of this Agreement, Ava shall maintain in full force and effect, at its own cost and expense, insurance coverages either: (a) through a City-approved self-insurance pool; or (b) with insurers with an A.M. Best’s rating of no less than A:VII. Ava shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in Ava’s policies:
a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least $5,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, officials, employees, and agents are named additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The policy shall further state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Ava, its contractors, and subcontractors, and that no other insurance effected by City or other named insured will be called on to cover a loss.
b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000 per person/per occurrence.
c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of Ava’s employees shall be in strict compliance with State laws, including a waiver of subrogation and Employer’s Liability Insurance with limits of at least $1,000,000.

For work or services deemed public works, by signing this Agreement, Ava is certifying, pursuant to Section 1861 of the California Labor Code, that: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract.”
d. Certificate of Insurance. Ava shall file a certificate of insurance with City prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at least thirty (30) days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than ten (10) days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. City reserves the right to require complete certified copies of policies. e. Contractors and Subcontractors. Ava shall include all contractors and subcontractors as insured under its policies or shall furnish separate certificates and endorsements City Council/RSA Agenda 291 Tuesday, August 13, 2024

K&F 1.23.24 Draft
16 for each contractor and subcontractor. All coverages for contractors and subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds.
f. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees, and agents.
g. Defense Costs. Coverage shall be provided on a “pay on behalf of” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusions.

City Council/RSA Agenda 292 Tuesday, August 13, 2024

K&F 1.23.24 Draft
17 EXHIBIT C

MAINTENANCE AND OPERATION PLAN

OPERATIONS & MAINTENANCE
● Ava shall be responsible for retaining and managing one or more third-party contractors to (i) install, operate, maintain, administer, and support the Charging Stations in compliance with all applicable laws, and (ii) provide, operate, maintain, administer, and support the Software Services.
● Ava shall require third-party contracts for the operation and maintenance of the Charging Station(s) at each Site to establish a minimum monthly availability commitment of at least ninety-seven percent (97%) on an aggregate monthly basis. ● Ava, or one or more third-party contractors, will employ a network communication system with a service provider capable of monitoring the Charging Stations for any error or malfunction twenty-four (24) hours a day, seven (7) days a week. ● Ava, or its representative, will respond to City within three (3) business days of learning of a malfunctioning Charging Station.

City shall have no responsibility for the payment of maintenance costs, including but not limited to any license, fees, and/or taxes.In the event City knows of or becomes aware of any malfunctioning Charging Station, City shall promptly notify Ava of such malfunction. City will also cooperate with Ava and its contractors and vendors, so that the contractors and vendors may remotely diagnose an issue with the Charging Stations.

Ava shall not be responsible for, and makes no representation or warranty with respect to, the following: (i) continuous availability of electrical service to any of the Charging Stations; (ii) continuous availability of any wireless or cellular communications network or internet service provider network necessary for the continued operation of the Charging Stations; and (iii) availability of or interruption of the Software Services.

CUSTOMER SERVICE
Ava will have a dedicated point of contact that will respond to and manage City questions about Ava’s Charging Stations. Ava will ensure City support is accessible in English via a toll-free telephone number and email address. Both communication pathways will be clearly posted near the Charging Stations, and Ava’s point of contact will be trained and equipped to provide or dispatch services to address any concerns at the Charging Stations that City may experience. As applicable, access to these communication pathways will also be available through the contractor’s online portal and/or smart phone app. While Charging Stations will be accessible 24/7 for City use, Ava’s point of contact will be accessible Monday – Friday 9AM-5PM.

City Council/RSA Agenda 293 Tuesday, August 13, 2024

K&F 1.23.24 Draft
18 ATTACHMENT 1 – NOTICE TO PROCEED FOR
[PROPERTY #1: PUBLIC WORKS MAINTENANCE FACILITY]
[34650 7th Street, Union City, CA 94587]
I. Site Description
The Site shall include [add written description, including lay down area included in Section 2.2 of the Site Sublicense Agreement].
[include map designating Site on Property]
II. Charging Stations and Charging Stalls
[Example: Ava plans to install 10-150 kilowatt dual port direct current fast chargers (“DCFC”) and/or ten-level 2 chargers in XX Charging Stalls at the Property. Each DCFC will be capable of powering 2 Charging Stalls. Please note, the capacity of the DCFC equipment may change in the final project design.

As applicable, per State of California requirements, 2 of the Charging Stalls will comply with the Americans With Disabilities Act (“ADA”). To accommodate the van accessible ADA requirements, and DCFC equipment requirements generally based on final product selection, 2 additional parking spaces may be needed at the Property (for a total of up to 24 parking spaces).

To accommodate the electrical load of XX DCFCs at the Property, Ava will bring in a new PG&E metering service at a 2-megawatt maximum size. Ava’s costs related to the new electrical service will be assumed by Ava. The electrical service that powers the Charging Stalls will be Ava’s Renewable 100 electricity product and Ava will be responsible for the meter. The city will not pay any costs associated with the electricity consumption from this new meter. A new PG&E transformer will be constructed by PG&E in an area of the southwest corner of the Property. Ava will coordinate with PG&E through their Service Planning process, and the City Representative, to confirm this location. A 3000 Amp switchboard would be in the southwest corner of the property as well.

Through a public procurement process, Ava has selected a vendor who will provide turnkey services from final design, equipment procurement and installation, ongoing operation and maintenance services, and back-office services (e.g., communications, user account management, billing, reporting, utility interface application, etc.). Ava will coordinate all aspects of the project with the vendor through the term of the agreement, including project design, construction, and operations. Ava will keep City updated on a regular cadence of any project design changes, engage City in project construction meetings and provide annual updates per Section 20c.] III. [Preliminary Pricing Estimate]
Service Description Estimate
City Council/RSA Agenda 294 Tuesday, August 13, 2024

K&F 1.23.24 Draft
19 IV. Construction Coordination Schedule
[to be completed as the Parties finalize specific construction task timing] Milestone Expected Date for
Completion
V. Diagram of Electric Service Extension

[single line diagram of the electric vehicle service extension approved by PG&E]

CITY OF UNION CITY
By:

Name:

Title:

AVA COMMUNITY ENERGY
By:

Name:

Title:

City Council/RSA Agenda 295 Tuesday, August 13, 2024
Agenda Item
DATE: 8/13/2024
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: Carmela Campbell, Economic and Community Development Director SUBJECT: WAIVE THE SECOND READING AND ADOPT AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF UNION CITY APPROVING AN AMENDMENT TO THE

STATION EAST MIXED USE / RESIDENTIAL PROJECT DEVELOPMENT AGREEMENT (ADA-24-001)
Staff recommends that the City Council waive the second reading and adopt an Ordinance (Attachment 1) approving a second amendment to the Station East Mixed Use / Residential Project Development Agreement (ADA-24-001).

The City Council introduced the Ordinance at its July 23, 2024 meeting on a 4-0 vote. The meeting staff report and attachments can be accessed on-line at: https://unioncity.novusagenda.com/agendapublic/DisplayAgendaPDF.ashx?MeetingID=1720.

Following the first reading, the applicant requested some minor edits. These changes were reviewed by the City Attorney and deemed to be typographic edits and therefore allowed between the first and second readings. The attached Development Agreement (Attachment 1 - Exhibit A) includes the updated language. Also attached is a red-lined version of the Development Agreement (Attachment 2) showing changes from the version that was introduced on July 23, 2024.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal C, Strategy 5: Promote housing development for all income levels in the community (2023 Strategic Plan Update).

Goal C, Strategy 8: Prioritize and expedite major land use development applications (2021 Strategic Plan Update).

BACKGROUND
The Station East Mixed Use / Residential Project (“Station East Project”) was approved by the City Council in June 2021 for up to 974 multi-family units and 30,800 sq. ft. of ground floor commercial uses along Decoto Road, new parks, and a new circulation network spread throughout 11 Planning Areas. Project entitlements approved / certified at that time included: an Environmental Impact Report (EIR), General Plan Amendment, Specific Plan Amendment, Zoning Map Amendment, City Council/RSA Agenda 296 Tuesday, August 13, 2024
Development Agreement, and Tentative Tract Map.

The original approvals were amended in May 2023 to allow up to 874 units, including amendments to the Development Agreement (ADA-23-001) and Tentative Map (ATM-23-001), and approval of Site Development Review applications for fewer units on Planning Area (PA) 4 and PA 9/10.

At its July 23, 2024 meeting, the City Council introduced an Ordinance to update the Development Agreement (ADA-24-001) for a second time and approved a second update to the Tentative Tract Map (ATM-24-001) to reflect a reduction in the total units from 894 to 811, a corresponding reduction in the number of affordable units, and a new lot configuration in PA 2. The City Council also approved a Site Development Review application for PA 2 to include a 47-unit mixed use residential/commercial building along Decoto Road and 28 condominium units in three buildings. For purposes of this staff report, these actions are collectively referred to as the “project.” The Planning Commission recommended approval of the project at their June 27, 2024 meeting on a 4-0 vote.

The proposed amendment was determined to be within the scope of the previously certified Environmental Impact Report (EIR) for the Station East Project as documented in Addendum #2 adopted by the City Council (CC Resolution 6337-24) at its meeting of July 23, 2024.

DISCUSSION
The second amendment to the Development Agreement addresses the following:

Updates the table of permitted uses to reflect the changes in PA 2 related to unit tenure, building square footage, unit mix, and unit count from 874 to 811 units.

Adds Lennar Homes of California and DRP Solaris Multistate as parties to the Development Agreement pursuant to a sale of a portion of the Station East property to them.

Amends Section 2.4.3 related to offsite improvements to provide some flexibility to the City Engineer determine the timing for completion of some off-site improvements instead of requiring all off-site improvements to be substantially completed prior to the first certificate of occupancy.

Amends Section 3.3.2 adjusts the affordable housing requirement to 123 affordable units to correspond with the 811 units proposed.

As detailed above, the applicant proposed some minor typographical changes to the Development Agreement after the City Council introduced the Ordinance at their July 23, 2024 meeting. These changes are incorporated into the attached Development Agreement (Attachment 1- Exhibit A). A redlined version is also attached (Attachment 2) showing the updates made since the Ordinance was introduced.

FISCAL IMPACT
For detailed feedback on the project’s fiscal impact, see City Council staff report dated July 23, 2024.

RECOMMENDATION
Staff recommends that the City Council waive the second reading and adopt the attached Ordinance (Attachment 1) amending the Development Agreement for the Station East Project (ADA-24-001). The Ordinance will become effective in 30 days.

Prepared by:

City Council/RSA Agenda 297 Tuesday, August 13, 2024
Leslie Carmichael, Consulting Planner
Submitted by:

Carmela Campbell, Economic and Community Development Director ATTACHMENTS:

Description Type
Attachment 1 - Proposed Ordinance Ordinance
Attachment 1 - Exhibit A - Station East 2nd Amendment to DAAug 1, 2024 Exhibit Attachment 2 - Station East 2nd Amendment DA - Redlined Version Attachment City Council/RSA Agenda 298 Tuesday, August 13, 2024
ATTACHMENT 1

ORDINANCE NO. XXX-24

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF UNION CITY APPROVING AN AMENDMENT TO THE
DEVELOPMENT AGREEMENT, ADA-24-001, FOR THE

STATION EAST RESIDENTIAL / MIXED USE

DEVELOPMENT
WHEREAS, the California Government Code sections 65864 et seq. (the "Development Agreement Statute"), authorizes cities to enter into agreements for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights, and the City of Union City ("City") adopted Chapter 18.104, Procedures and Requirements for Consideration of Development Agreements, to implement procedures for the processing and approval of development agreements; and WHEREAS, the Station East Owner LLC, has submitted an application for an amendment to the Development Agreement (ADA-24-001) for the Station East Residential Mixed-Use project; and
WHEREAS, the Station East Residential / Mixed Use Project site consists of 26.5 acres located between Decoto Road to the north, 7th Street to the east, Bradford Way to the south, and the Niles Subdivision UPRR Rail Line along the western perimeter; and WHEREAS, the project site has a General Plan designation of Station East Mixed Use Residential and a Zoning designation of SEMU-R (Station East Mixed Use Residential); and WHEREAS, pursuant to the California Environmental Quality Act (CEQA), the Station East Residential / Mixed Use Project Environmental Impact Report (EIR) (SCH# 2020039032) was prepared and certified for the project on June 8, 2021 by City Council Resolution No. 5774- 21, which determined the project would not result in any significant impacts with the incorporation of mitigation measures; and
WHEREAS, the subject property comprises the Station East Mixed Use Residential Project subject to City Council approvals in June 2021 of General Plan Amendment (AG-20-001), Specific Plan Amendment (SP-20-001), Zoning Text Amendment (AT-20-002), Zoning Map Amendment (A-20-001), Development Agreement (DA-20-001), and Tentative Map (TTM-20- 001) for the Station East Mixed Use Residential Project consisting of up to 974 dwelling units and 30,800 sq. ft. retail; and
WHEREAS, the property owner, The Station East Owner, LLC, submitted applications in 2023 to amend the previously approved Development Agreement and Tentative Map including changing the allowed number of units to up to 894 units; and WHEREAS, by Resolution No. 6113-23, duly adopted by the City Council of Union City on April 25, 2023, an Addendum to the EIR for the Station East Residential / Mixed Use Project was adopted and required CEQA Findings were adopted; and WHEREAS, by Ordinance 913-23, duly adopted by the City Council of Union City on May 9, 2023, approved an amendment to the Development Agreement (ADA-23-001), in support of the Station East Residential / Mixed Use Project; and City Council/RSA Agenda 299 Tuesday, August 13, 2024
Ordinance No. XXX-24
Station East DA Amendment #2

WHEREAS, pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15164, Addendum No. 2 (Addendum) to the EIR was prepared to analyze the proposed changes to the project in 2024 (ADA-24-001 and ATM-24-001) and Site Development Review application for PA 2 (SD-23-006) to determine if the project falls within the scope of the previously certified EIR; and

PLANNING COMMISSION REVIEW
WHEREAS, pursuant to Section 18.64. of the Union City Municipal Code, the Planning Commission held a duly noticed public hearing on the proposed Development Agreement Amendment (ADA-24-001) on June 27, 2024, at which time all interested parties had the opportunity to be heard. The Planning Commission considered the staff report dated June 27, 2024, and all written and oral testimony, incorporated herein by reference; and WHEREAS, on June 27, 2024, the Planning Commission adopted Resolution No. 07-24 recommending that the City Council adopt the Addendum to the Station East Residential / Mixed Use Project EIR; and
WHEREAS, on June 27, 2024, the Planning Commission adopted Resolution No. 08-24 recommending approval of the Development Agreement Amendment, incorporated herein by reference; and

CITY COUNCIL REVIEW
WHEREAS, pursuant to Section 18.76.050 of the Union City Municipal Code, the City Council held a duly noticed public hearing on the proposed Development Agreement Amendment (ADA-24-001) on July 23, 2024, at which time all interested parties had the opportunity to be heard. The City Council considered the staff report dated July 23, 2024 and incorporated herein by reference, the Planning Commission recommendation, and all written and oral testimony before taking action on the Development Agreement Amendment; and WHEREAS, on July 23, 2024, pursuant to CEQA, the City Council adopted Resolution No. 6337-24 adopting an Addendum to the Station East Residential / Mixed Use Project EIR which determined that any potential impacts of the revised project were within the scope of the previously certified EIR.

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

SECTION 1. Recitals. The above recitals are true and correct and made a part of this Ordinance.

SECTION 2. CEQA. Pursuant to the California Environmental Quality Act (CEQA), the City Council adopted Resolution No. 6337-24 adopting an Addendum to the Station East Residential / Mixed Use Project Environmental Impact Report (EIR) (SCH# 2020039032) in compliance with the requirements of CEQA.

City Council/RSA Agenda 300 Tuesday, August 13, 2024
Ordinance No. XXX-24
Station East DA Amendment #2

SECTION 3. Findings. The City Council makes the following findings in support of approving this Ordinance, based on the whole of the record before it.

CEQA

1. The City Council independently reviewed and considered the information contained in the Addendum to the Station East Residential / Mixed Use Project EIR, as well as all other information (both written and oral) provided by City staff, City consultants, and the Public to the City Council at its July 23, 2024 meeting relating to the Addendum.

2. That the City Council has reviewed and considered the Addendum to the Station East Residential / Mixed Use Project EIR and finds that none of the conditions requiring preparation of a subsequent EIR or negative declaration have occurred, and that the changes that are part of the project would not result in any significant impact not considered under the original EIR.

3. The Addendum to the Station East Residential / Mixed Use Project EIR is the appropriate CEQA document for the project and has been prepared in compliance with CEQA and CEQA Guidelines. The Addendum has been prepared as required by law and the document reflects the independent judgement and analysis of the City of Union City, which has exercised overall control and direction of its preparation.

No Net Loss

4. The reduction in the number of units in Station East is consistent with the City’s adopted general plan, including the Housing Element.

5. The sites identified in the Housing Element, including the reduction in the number of units in Station East, are adequate to meet the requirements of Section 65583.2 and to accommodate the RHNA for the 2023-2031 planning period, as shown in the table below.

Adjusted Sites Inventory Summary Table Including 811 Units in Station East Lower Moderate
Above
Moderate Total
Regional Housing Needs Allocation 1,358 382 988 2,728
Approved Projects 203 571 634 1,408
Station District Specific Plan Sites 668 570 200 1,438
Citywide Vacant Sites 0 6 25 31
Citywide Underutilized Sites 627 18 0 645
Accessory Dwelling Units (ADUs) 44 22 7 73
Total Capacity 1,542 1,187 866 3,595
City Council/RSA Agenda 301 Tuesday, August 13, 2024
Ordinance No. XXX-24
Station East DA Amendment #2

Development Agreement

6. The amendments to the Development Agreement, which reflect updates to the Station East Project and other miscellaneous provisions, are consistent with the General Plan designation of Station East Mixed Use Residential, and applicable General Plan policies. Specifically, the project is consistent with the goal to establish a high density, transit-oriented, walkable residential and commercial district which allows for multifamily residential uses and mixed-use residential uses, with ground floor commercial uses along the site’s major thoroughfares. The amendments to the Development Agreement are also consistent with the applicable policies of the Station District Specific Plan.

7. The amendments to the Development Agreement, which reflect updates to the Station East Project and other miscellaneous provisions, will not be detrimental to the health, safety and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of residents of the City as a whole because mitigation measures have been included to mitigate all potential significant impacts to less than significant levels, none of which would be changed by the amendment to the Development Agreement.

8. The amendments to the Development Agreement, which reflect updates to the Station East Project and other miscellaneous provisions, will not adversely affect the orderly development of property or the preservation of property values because the Development Agreement facilitates the orderly development of the project over several years, including the provision and phasing of improvements, and provision of public benefits including but not limited to parks, affordable housing, and infrastructure improvements.

9. The amendments to the Development Agreement, which reflect updates to the Station East Project and other miscellaneous provisions, will facilitate implementation of the Station District Specific Plan, including the development of the Station East Mixed Use Residential area as envisioned in the Station District Specific Plan.

10. The amendments to the Development Agreement, which reflect updates to the Station East Project and other miscellaneous provisions, are consistent with Government Code Section 65864 through 65869.5 because it provides some assurances to the applicant to proceed with the multi-year project in accordance with existing policies, rules and regulations in return for the provision of public benefits. A noticed public hearing on the proposed Amendment to the Development Agreement was provided.

Surplus (+) 184 805 -122 867
City Council/RSA Agenda 302 Tuesday, August 13, 2024
Ordinance No. XXX-24
Station East DA Amendment #2

SECTION 4. Approval. The City Council hereby approves the Development Agreement Amendment between the Station East Owner, LLC and the City of Union City, as shown in Exhibit A, attached hereto and made hereof, and available for review in the City Clerk's office during normal business hours.

SECTION 5. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable.

SECTION 6. Publication and effective date. Within fifteen (15) days from and after adoption, this Ordinance shall be published once in the Tri-City Voice, a newspaper of general circulation printed and published in Alameda County and circulated in the City of Union City, in accordance with California Government Code Section 36933. This Ordinance shall take effect and be enforced thirty (30) days after its adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
Attachments:

1. Exhibit A - 2
nd Amendment to Development Agreement for the Station East Project City Council/RSA Agenda 303 Tuesday, August 13, 2024
ATTACHMENT 1, EXHIBIT A

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, CA 94587
Attn: ECD Director
Exempt from Recording Fees
Pursuant to Government
Code Sections 6103 and 27383
______________________________________________________________________________ APNs: 87-21-5-2 (Space Above This Line Reserved for Recorder’s Use Only) 87-21-13-1
87-21-13-2
87-23-12
87-23-10
87-23-13-2

SECOND AMENDMENT TO

DEVELOPMENT AGREEMENT

FOR THE STATION EAST PROJECT
City Council/RSA Agenda 304 Tuesday, August 13, 2024
20012526.1

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (“Second Amendment”) is entered into as of the __________(the “Effective Date”) by and among the City of Union City, a municipal corporation (“City”), The Station East Owner, LLC, a Delaware limited liability company (“SEO”) (“Developer”), Lennar Homes of California, LLC, a California limited liability company (“Lennar”), and DRP Solaris Multistate, LLC a Delaware limited liability company (“DRP”) . City and Developer may herein be referred to individually as a “Party,” and collectively as the “Parties.”

RECITALS
A. Developer previously owned or is the fee owner of approximately 26.5 acres of real property located in Union City, California, comprised of Alameda County Assessor’s Parcel Numbers 87-21-5-2, 87-23-12, 87-21-13-1, 87-21-13-2, 87-23-10, and 87-23-13-2, which property is legally described in Exhibit A-1 and shown on the map attached hereto as Exhibit A-2. (the “Property”).

B. The City and Developer previously entered into that certain Development Agreement with an effective date of July 22, 2021 and recorded in the Official Records of Alameda County on December 14, 2021, as Document No. 2021396181 (the “Development Agreement”), and additional Memoranda of Development Agreement were recorded in the Official Records of Alameda County on portions of the Property on December 16, 2021 as Document Nos. 2021398886 and 2021398890, making those additional lands subject to the Development Agreement. Except as otherwise defined, all capitalized terms used herein shall have the meanings ascribed thereto in the Development Agreement.

C. The City and Developer previously entered into that certain First Amendment to Development Agreement, dated June 30, 2023, and recorded in the Official Records of Alameda County on June 30, 2023 as Document No. 2023075094 (the “First Amendment”).

D. Developer previously sold a portion of the Property to Lennar, as further described in that certain grant deed dated June 28, 2023, and recorded in the Official Records of Alameda County on June 30, 2023 as Document No. 2023075101 (“Lennar Property”).

E. Lennar and SEO previously entered into that certain Assignment and Assumption Agreement (Station East Development Agreement) dated June 30, 2023 and recorded in the Official Records of Alameda County on June 30, 2023 as Document No. 2023075102 (the “Assumption Agreement”). Pursuant to the Assumption Agreement, Lennar agreed to assume all of Developer’s rights, title, obligations, duties and interest under the Development Agreement with respect to the Lennar Property.

F. Lennar previously sold a portion of the Lennar Property to DRP. Lennar anticipates purchasing such portion of the Lennar Property back from DRP at a future date, and Lennar did not assign its rights, title, obligations, duties and interest under the Development Agreement with City Council/RSA Agenda 305 Tuesday, August 13, 2024
20012526.1
respect to the Lennar Property, and has not been released from any such obligations. Without limiting the foregoing, the Development Agreement remains a covenant upon the entire Property pursuant to Section 8.3 of the Development Agreement.

G. The Development Agreement, as previously amended, identifies the approximate number and distribution of residential units and commercial square footage to be constructed on the Property, as well as establishing other obligations of the City and Developer regarding the development of the Project.

H. The Developer and City have agreed to modify certain terms of the Development Agreement to update the scope of the Project, and both Lennar and DRP consent to those changes.

I. The City Council held a public hearing and introduced City Council Ordinance _________ on July 23, 2024, and adopted City Council Ordinance _________ on ___________________ approving this Second Amendment.

J. The City Council found the adoption of this Second Amendment exempt from CEQA under Public Resources Code Section 21166 as the impacts of the Project have already been analyzed, and no substantial changes result from this Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and other valuable consideration, City, Developer, Lennar, and DRP agree as follows:

1. Recital C. Recital C, “Project”, of the Agreement is hereby amended to read as follows (with deletions in strikethrough and additions underlined):

“B. The Project. Consistent with City’s land use planning objectives, Developer has proposed a project that is depicted in the Site Plan attached hereto as Exhibit B (“Project”), which generally consists of the demolition of existing buildings and surface parking lots, and the development of up to 894 811 new residential apartment, condominium, and townhome units, up to 30,000 29,098 square feet of commercial space, along with the creation of approximately 1,445 vehicle parking spaces, a minimum of 300 bicycle parking and storage spaces, and the creation of linear paseos, community parks, children’s playgrounds, outdoor amenities, and associated public infrastructure required to serve these facilities, as described herein. The Site Plan is conceptual, and final building footprint and densities may change based on each Site Development Review proposed by Developer and approved by City.”

2. Permitted Uses. Section 2.1.1, “Permitted Uses”, of the Agreement is hereby amended in its entirety to read as follows:

“2.1.1 Permitted Uses. Without limiting anything in the Existing Approvals, the permitted uses shall include up to 30,000 square feet of commercial space and up to 811 residential apartment, condominium and townhome units, as is generally depicted in the Site Plan and described below (collectively, the “Permitted Uses”):

City Council/RSA Agenda 306 Tuesday, August 13, 2024
20012526.1
Planning
Area PA1 PA2 PA 3 b PA 4 PA 5 & 6
PA 7 &
8 PA 9 &
10 PA
11A Totala
Apts/Retail
Condos
Apts/Retail
BMR
Apt Condos TH Condo Condo TH
Building SF
Residential
224,994 97,106 80,175 95,475 130,285 189,720 102,326 66,396 1,033,010 Commercial 17,849 9,466 0 0 0 0 0 0 29,098
Residential
Amenity 8,525 1,532 1,675 0 0 0 1,836 0 16,477
Open
Space 19,714 14,083 4,464 4,875 12,408 18,408 8,178 6,004 86,849 Garage 185,867 17,913 19,605 24,675 32,572 38,880 33,208 16,352 462,813 Halls/LobbyCirculation 60,297 11,779 11,785 0 0 0 12,532 0 123,033 Service 13,063 1,066 0 0 0 0 0 0 26,103
530,309 159,394 117,704 125,025 175,265 247,008 162,416 88,752 1,777,383 Dwelling
Units
Studio 40 4 2 0 0 0 0 0 46
1 BR 111 27 100 0 0 0 12 0 250
2 BR 90 9 22 0 18 48 40 8 235
3 BR 15 21 0 50 18 48 26 8 186
4 BR 0 14 0 0 36 24 0 20 94
256 75 124 50 72 120 78 36 811

a Subtotals above may not equal total square footage because of rounding b PA 3 will provide entirely affordable housing units plus one manager unit Notes: PA = Planning Area; SF = square feet; Apt = apartments; TH = townhomes; and Condo = condominiums

3. Offsite Improvements. Section 2.4.3, “Offsite Improvements”, of the Agreement is hereby amended to read as follows (with deletions in strikethrough and additions underlined):
“2.4.3 Offsite Improvements. All offsite improvements required for the Project listed in Exhibit F-2 (“Offsite Improvements”), with the exception of sidewalks and landscaping, shall be substantially completed, as reasonably determined by the City Engineer prior to the issuance of the first certificate of occupancy of any unit for the Project, unless the City City Council/RSA Agenda 307 Tuesday, August 13, 2024
20012526.1
Engineer determines, in his or her sole discretion, that delayed completion of a particular Offsite Improvement will not negatively impact the public health, safety, or welfare.”

4. Affordable Housing. Section 3.3.2, “Unit Mix and Income Requirements”, of the Agreement is hereby amended in its entirety to read as follows:

“3.3.2 Unit Mix and Income Requirements. Under Applicable Law, the affordable housing obligation for the Project totals 121.7 units. To meet that obligation, Developer shall be responsible for 123 affordable units in Plan Area 3. The affordable housing units to be constructed shall include the following unit mix and income requirements:

Extremely
Low
(30%

AMI) PA
3 Very
Low
(50%
AMI)
PA 3
Low
(60%
AMI)
PA 3
Low
(70%
AMI)
PA 3
Manager’s
Unit
Total
Studio 1 1 2
1 Bedroom 10 27 34 29 100
2 Bedroom 2 6 7 6 21
Total
Affordable
13 33 42 35 123
2-bedroom
Manager
Unit
1 124

The City Manager may, in the City Manager’s sole discretion, approve changes to the unit mix and income requirements for the affordable units in Plan Area One as long as there remain at least 122 affordable units, and no unit exceeds the low-income threshold.”

5. PA 1 Affordable Housing. Section 3.3.4 (ii), “Affordable Housing Compliance in the Event Plan Area 3 Does not Receive Tax Credits”, is hereby amended to read as follows (with deletions in strikethrough and additions underlined):
“(ii) Plan Area 3. If a building permit for Plan Area 3 has not been issued prior to the issuance of the first certificate of occupancy for Plan Area 1, Developer shall provide the following affordable 15% of the units in Plan Area 1 as affordable units in accordance with Chapter 18.33, i.e., 30% of Plan Area 1 affordable units shall be provided to households with 30% AMI (Very Low) and 70% of Plan Area 1 affordable units shall be provided to households with 60% AMI (Low), and Developer shall pay an in-lieu fee for any fractional unit. The number of affordable units in Plan Area 1 may be reduced to 1224 units to households with 80% AMI upon completion of the affordable units in PA 3.”

6. Assumption Agreement. The Parties agree that Lennar’s rights and obligations regarding the Development Agreement, as set forth in the Assumption Agreement, are amended by this Second Amendment, with respect to the Lennar Property.

City Council/RSA Agenda 308 Tuesday, August 13, 2024
20012526.1

7. Covenants Run with Land. The Development Agreement, as amended by this Second Amendment, remains a covenant upon the entire Property pursuant to Section 8.3 of the Development Agreement.

8. Counterparts. This Second Amendment may be executed by each Party on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.

9. Authority. The persons signing below represent and warrant that they have the authority to bind their respective Party and that all necessary board of directors,’ shareholders,’ partners,’ city councils or other approvals have been obtained.

10. Effect. Except as expressly provided in this Second Amendment, all other terms and conditions of the Agreement, as previously amended, shall remain in full force and effect.

SIGNATURES ON FOLLOWING PAGE

City Council/RSA Agenda 309 Tuesday, August 13, 2024
20012526.1
IN WITNESS WHEREOF, City and Developer have executed this Second Amendment as of the date first set forth above.

DEVELOPER:

THE STATION EAST OWNER, LLC
a Delaware limited liability company
By: __________________________________
C. Evan Knapp, Authorized Representative

THE STATION EAST OWNER III, LLC
a Delaware limited liability company
By: __________________________________
C. Evan Knapp, Authorized Representative
LENNAR:

Lennar Homes of California, LLC
a California limited liability company
By: __________________________________
Title: __________________________________
DRP:

DRP Solaris Multistate, LLC
a Delaware limited liability company
By: __________________________________
Title: __________________________________
City Council/RSA Agenda 310 Tuesday, August 13, 2024

CITY OF UNION CITY
a municipal corporation
By: __________________________________
Joan Malloy, City Manager
ATTESTATION:

By: __________________________________
Thai Nam Pham, City Clerk
APPROVED AS TO FORM:

By: __________________________________
Kristopher Kokotaylo, City Attorney

SIGNATURES MUST BE NOTARIZED
City Council/RSA Agenda 311 Tuesday, August 13, 2024
20012526.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )

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

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

WITNESS my hand and official seal.

Signature

City Council/RSA Agenda 312 Tuesday, August 13, 2024
EXHIBIT A-1 & A-2
City Council/RSA Agenda 313 Tuesday, August 13, 2024
ATTACHMENT 2

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, CA 94587
Attn: ECD Director
Exempt from Recording Fees
Pursuant to Government
Code Sections 6103 and 27383
______________________________________________________________________________ APNs: 87-21-5-2 (Space Above This Line Reserved for Recorder’s Use Only) 87-21-13-1
87-21-13-2
87-23-12
87-23-10
87-23-13-2

SECOND AMENDMENT TO

DEVELOPMENT AGREEMENT

FOR THE STATION EAST PROJECT
City Council/RSA Agenda 314 Tuesday, August 13, 2024
20012526.1

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (“Second Amendment”) is entered into as of the __________(the “Effective Date”) by and between among the City of Union City, a municipal corporation (“City”), The Station East Owner, LLC, a Delaware limited liability company (“SEO”) (“Developer”), Lennar Homes of California, LLC, a California limited liability company (“Lennar”), and DRP Solaris Multistate, LLC a Delaware limited liability company (“DRP”) . City and Developer may herein be referred to individually as a “Party,” and collectively as the “Parties.”

RECITALS
A. Developer has an equitable interest inpreviously owned or is the fee owner of approximately 26.5 acres of real property located in Union City, California, comprised of Alameda County Assessor’s Parcel Numbers 87-21-5-2, 87-23-12, 87-21-13-1, 87-21-13-2, 87-23-10, and 87- 23-13-2, which property is legally described in Exhibit A-1 and shown on the map attached hereto as Exhibit A-2. (the “Property”).

B. The City and Developer previously entered into that certain Development Agreement with an effective date of July 22, 2021 and recorded in the Official Records of Alameda County on December 14, 2021, as Document No. 2021396181 (the “Development Agreement”), and additional Memoranda of Development Agreement were recorded in the Official Records of Alameda County on portions of the Property on December 16, 2021 as Document Nos. 2021398886 and 2021398890, making those additional lands subject to the Development Agreement. Except as otherwise defined, all capitalized terms used herein shall have the meanings ascribed thereto in the Development Agreement.

C. The City and Developer previously entered into that certain First Amendment to the Development Agreement, dated ___________, June 30, 2023, and recorded in the Official Records of Alameda County on June 30, 2023_________ as Document No. 2023075094 __________(the “First Amendment”).

D. Developer previously sold a portion of the Property to Lennar, as further described in that certain grant deed dated June 28, 2023, and recorded in the Official Records of Alameda County on June 30, 2023 as Document No. 2023075101 (“Lennar Property”).

E. Lennar and Developer SEO previously entered into that certain Assignment and Assumption Agreement (Station East Development Agreement) dated June 30, 2023 and recorded in the Official Records of Alameda County on June 30, 2023 as Document No. 20230751021 (the “Assumption Agreement”). Pursuant to the Assumption Agreement, Lennar agreed to assume all of Developer’s rights, title, obligations, duties and interest under the Development Agreement with respect to the Lennar Property.

F. Lennar previously sold a portion of the Lennar Property to DRP. Lennar anticipates purchasing such portion of the Lennar Property back from DRP at a future date, and Lennar did not City Council/RSA Agenda 315 Tuesday, August 13, 2024
20012526.1
assign its rights, title, obligations, duties and interest under the Development Agreement with respect to the Lennar Property, and has not been released from any such obligations. Without limiting the foregoing, the Development Agreement remains a covenant upon the entire Property pursuant to Section 8.3 of the Development Agreement.

G. The Development Agreement, as previously amended, identifies the approximate number and distribution of residential units and commercial square footage to be constructed on the Property, as well as establishing other obligations of the City and Developer regarding the development of the Project.

H. The Developer and City have agreed to modify certain terms of the Development Agreement to update the scope of the Project, and both Lennar and DRP consent to those changes.

I. The City Council held a public hearing and introduced City Council Ordinance _________ on July 23, 2024_______________________, and adopted City Council Ordinance _________ on ___________________ approving this Second Amendment.

J. The City Council found the adoption of this Second Amendment exempt from CEQA under Public Resources Code Section 21166 as the impacts of the Project have already been analyzed, and no substantial changes result from this Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and other valuable consideration, City, Developer, Lennar, and DRP agree as follows:

1. Recital C. Recital C, “Project”, of the Agreement is hereby amended to read as follows (with deletions in strikethrough and additions underlined):

“B. The Project. Consistent with City’s land use planning objectives, Developer has proposed a project that is depicted in the Site Plan attached hereto as Exhibit B (“Project”), which generally consists of the demolition of existing buildings and surface parking lots, and the development of up to 894 811 new residential apartment, condominium, and townhome units, up to 30,000 29,098 square feet of commercial space, along with the creation of approximately 1,445 vehicle parking spaces, a minimum of 300 bicycle parking and storage spaces, and the creation of linear paseos, community parks, children’s playgrounds, outdoor amenities, and associated public infrastructure required to serve these facilities, as described herein. The Site Plan is conceptual, and final building footprint and densities may change based on each Site Development Review proposed by Developer and approved by City.”

2. Permitted Uses. Section 2.1.1, “Permitted Uses”, of the Agreement is hereby amended in its entirety to read as follows:

“2.1.1 Permitted Uses. Without limiting anything in the Existing Approvals, the permitted uses shall include up to 30,000 square feet of commercial space and up to 811 residential apartment, condominium and townhome units, as is generally depicted in the Site Plan and described below (collectively, the “Permitted Uses”):

City Council/RSA Agenda 316 Tuesday, August 13, 2024
20012526.1

Planning
Area PA1 PA2 PA 3 b PA 4 PA 5 & 6
PA 7 &
8 PA 9 &
10 PA
11A Totala
Apts/Retail
Condos
Apts/Retail
BMR
Apt Condos TH Condo Condo TH
Building SF
ResidenƟal
224,994 97,106 80,175 95,475 130,285 189,720 102,326 66,396 1,033,010 Commercial 17,849 9,466 0 0 0 0 0 0 29,098
ResidenƟal
Amenity 8,525 1,532 1,675 0 0 0 1,836 0 16,477
Open
Space 19,714 14,083 4,464 4,875 12,408 18,408 8,178 6,004 86,849 Garage 185,867 17,913 19,605 24,675 32,572 38,880 33,208 16,352 462,813 Halls/LobbyCirculaƟon 60,297 11,779 11,785 0 0 0 12,532 0 123,033 Service 13,063 1,066 0 0 0 0 0 0 26,103
530,309 159,394 117,704 125,025 175,265 247,008 162,416 88,752 1,777,383 Dwelling
Units
Studio 40 4 2 0 0 0 0 0 46
1 BR 111 27 100 0 0 0 12 0 250
2 BR 90 9 22 0 18 48 40 8 235
3 BR 15 21 0 50 18 48 26 8 186
4 BR 0 14 0 0 36 24 0 20 94
256 75 124 50 72 120 78 36 811

a Subtotals above may not equal total square footage because of rounding b
PA 3 will provide entirely affordable housing units plus one manager unit Notes: PA = Planning Area; SF = square feet; Apt = apartments; TH = townhomes; and Condo = condominiums

3. Offsite Improvements. Section 2.4.3, “Offsite Improvements”, of the Agreement is hereby amended to read as follows (with deletions in strikethrough and additions underlined):
“2.4.3 Offsite Improvements. All offsite improvements required for the Project listed in Exhibit F-2 (“Offsite Improvements”), with the exception of sidewalks and landscaping, shall be substantially completed, as reasonably determined by the City Engineer prior to the issuance of the first certificate of occupancy of any unit for the Project, unless the City City Council/RSA Agenda 317 Tuesday, August 13, 2024
20012526.1
Engineer determines, in his or her sole discretion, that delayed completion of a particular Offsite Improvement will not negatively impact the public health, safety, or welfare.”

4. Affordable Housing. Section 3.3.2, “Unit Mix and Income Requirements”, of the Agreement is hereby amended in its entirety to read as follows:

“3.3.2 Unit Mix and Income Requirements. Under Applicable Law, the affordable housing obligation for the Project totals 121.7 units. To meet that obligation, Developer shall be responsible for 123 affordable units in Plan Area 3. The affordable housing units to be constructed shall include the following unit mix and income requirements:

Extremely
Low
(30%

AMI) PA
3 Very
Low
(50%
AMI)
PA 3
Low
(60%
AMI)
PA 3
Low
(70%
AMI)
PA 3
Manager’s
Unit
Total
Studio 1 1 2
1 Bedroom 10 27 34 29 100
2 Bedroom 2 6 7 6 21
Total
Affordable
13 33 42 35 123
2-bedroom
Manager
Unit
1 124

The City Manager may, in the City Manager’s sole discretion, approve changes to the unit mix and income requirements for the affordable units in Plan Area One as long as there remain at least 122 affordable units, and no unit exceeds the low-income threshold.”

5. PA 1 Affordable Housing. Section 3.3.4 (ii), “Affordable Housing Compliance in the Event Plan Area 3 Does not Receive Tax Credits”, is hereby amended to read as follows (with deletions in strikethrough and additions underlined):
“(ii) Plan Area 3. If a building permit for Plan Area 3 has not been issued prior to the issuance of the first certificate of occupancy for Plan Area 1, Developer shall provide the following affordable 15% of the units in Plan Area 1 as affordable units in accordance with Chapter 18.33, i.e., 30% of Plan Area 1 affordable units shall be provided to households with 30% AMI (Very Low) and 70% of Plan Area 1 affordable units shall be provided to households with 60% AMI (Low), and Developer shall pay an in-lieu fee for any fractional unit. The number of affordable units in Plan Area 1 may be reduced to 1224 units to households with 80% AMI upon completion of the affordable units in PA 3.”

6. Assumption Agreement. The Parties agree that Lennar’s rights and obligations regarding the Development Agreement, as set forth in the Assumption Agreement, are amended by this Second Amendment, with respect to the Lennar Property.

City Council/RSA Agenda 318 Tuesday, August 13, 2024
20012526.1

7. Covenants Run with Land. The Development Agreement, as amended by this Second Amendment, remains a covenant upon the entire Property pursuant to Section 8.3 of the Development Agreement.

8. Counterparts. This Second Amendment may be executed by each Party on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.

9. Authority. The persons signing below represent and warrant that they have the authority to bind their respective Party and that all necessary board of directors,’ shareholders,’ partners,’ city councils or other approvals have been obtained.

10. Effect. Except as expressly provided in this Second Amendment, all other terms and conditions of the Agreement, as previously amended, shall remain in full force and effect.

SIGNATURES ON FOLLOWING PAGE

City Council/RSA Agenda 319 Tuesday, August 13, 2024
20012526.1
IN WITNESS WHEREOF, City and Developer have executed this First Second Amendment as of
the date first set forth above.

DEVELOPER:

THE STATION EAST OWNER, LLC
a Delaware limited liability company

By: __________________________________
C. Evan Knapp, Authorized Representative

THE STATION EAST OWNER III, LLC
a Delaware limited liability company

By: __________________________________
C. Evan Knapp, Authorized Representative
LENNAR:

Lennar Homes of California , LLC
a California limited liability company

By: __________________________________

Title: __________________________________

DRP:

DRP Solaris Multistate, LLC
a Delaware limited liability company

By: __________________________________

Title: __________________________________

City Council/RSA Agenda 320 Tuesday, August 13, 2024

CITY OF UNION CITY
a municipal corporation

By: __________________________________
Joan Malloy, City Manager
ATTESTATION:

By: __________________________________
Thai Nam Pham, City Clerk
APPROVED AS TO FORM:

By: __________________________________
Kristopher Kokotaylo, City Attorney

SIGNATURES MUST BE NOTARIZED

City Council/RSA Agenda 321 Tuesday, August 13, 2024
20012526.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )

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

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

WITNESS my hand and official seal.

Signature

City Council/RSA Agenda 322 Tuesday, August 13, 2024
EXHIBIT A-1 & A-2

City Council/RSA Agenda 323 Tuesday, August 13, 2024
Agenda Item
DATE: 8/13/2024
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: JOAN MALLOY, CITY MANAGER
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

ADOPTING THE TRI-CITY LOCAL HAZARD MITIGATION PLAN (LHMP) UPDATE Staff recommends that the City Counciladopt a resolution adopting the 2024 Tri-City Local Hazard Mitigation Plan Update.

STRATEGIC PLAN ALIGNMENT
While this agenda item is not specifically listedin the Strategic Plan, it is related to the following City Council priority.

Goal C: Economic, Community Development and Public Safety Strategy 12: Provide training for emergency preparedness, conduct disaster response drills, ensure all employees fully understand their responsibilities in an emergency, and assess the City’s emergency operations center for adequacy.

BACKGROUND
The Disaster Mitigation Act (DMA) of 2000 (Public Law 106-390) requires local governments to develop and adopt pre-disaster mitigation plans in order to minimize property damage and the risk to public health and safety that might otherwise result from the effects of a natural or man-made disaster. A Federal Emergency Management Agency (FEMA) approved plan also allows the City to be eligible for FEMA Pre-Disaster Mitigation and Hazard Mitigation Grant programs. Such plans identify the hazards a community or region faces, assesses their vulnerability to the hazards, and identifies specific actions that can be taken to reduce these risks.

The City of Union City last adopted a Local Hazard Mitigation Plan (LHMP) in 2017. The LHMP identifies mitigation measures to reduce the risks posed by potential hazards and to strengthen community resilience. The LHMP is also incorporated by reference into the Safety Element of the General Plan and forms the basis of several of the General Plan policies, ensuring a coordinated approach to public safety and qualifying the City for additional funding opportunities (consistent with California Government Code Section 65302.6).

The City of Union City’s LHMP is also required to be updated every five years in accordance with Federal Emergency City Council/RSA Agenda 324 Tuesday, August 13, 2024
Management Agency Disaster Mitigation Act of 2000 as amended in the Stafford Act as part of the Federal Regulations, Stafford Act Title 44, Chapter 1, Part 201.

Planning Process
On February 14, 2023, the City Councilapproved a Memorandum of Understanding (MOU) via Resolution No. 6086-23 between the City of Union City, City of Newark, City of Fremont, Alameda County Water District, and Union Sanitary District for the development of a Tri-City Local Hazard Mitigation Plan (LHMP). In May of 2021, these planning partners then embarked on a planning process to prepare for and lessen the impacts of specified natural hazards through the development of this said plan. The partnership was formed to pool resources and to create a uniform hazard mitigation strategy that can be consistently applied to the defined planning area and used to ensure eligibility for specified grant funding success.

This effort represents the fourth comprehensive update to the initial hazard mitigation plan. The initial plan was approved by the Federal Emergency Management Agency (FEMA) in November of 2005 and developed in partnership with the Association of Bay Area Governments (ABAG). The second update was another regionaleffort lead by ABAG in 2010. The third update was a 2016- 2021 plan adopted in 2017 that included the following five-member coalition of partners: Union City, Newark, Alameda County Water District, Union Sanitary District, and Newark Unified School District. The planning area for the hazard mitigation plan then was defined as the Union City/Newark OperationalArea.

In the latest revision, the 2024 Tri-City LHMP Update is a multi-jurisdictional plan that geographically covers the entire area within the boundaries of the cities of Fremont, Newark, and Union City, as well as the service areas of the special districts of Alameda County Water District and the Union Sanitary District. . This plan was supported through a FEMA grant to contract with Foster Morrison Consulting, Ltd. (Foster Morrison) to facilitate and develop the LHMP.. The planning area for the local hazard mitigation plan is defined as the Tri-City Operational Area. The result of the organizational effort was a FEMA and California Office of Emergency Services (CalOES) approved multi-jurisdictional, multi-hazard mitigation plan.

DISCUSSION
Hazard Mitigation Planning
Mitigation is defined in this context as any sustained action taken to reduce or eliminate long-term risk to life and property from a hazard event. Mitigation planning is the systematic process of learning about the hazards that can affect the community, setting clear goals, identifying appropriate actions and following through with an effective mitigation strategy. Mitigation encourages long-term reduction of hazard vulnerability and can reduce the enormous cost of disasters to property owners and all levels of government.

Mitigation can also protect critical community facilities, reduce exposure to liability, and minimize post-disaster community disruptions.

The 2024 Tri-City LHMP Update consists of seven chapters in the Base Plan, followed by Annexes for each jurisdiction and special district, as well as accompanying Appendices. Annex C is the City of Union City’s jurisdictional annex. The 2024 Tri-City LHMP Update, including Annex C, can be accessed here: 2024 Tri-City LHMP Update (Exhibit A).

Each jurisdiction and special district’s annex include the following sections: Introduction, Planning Process, Community Profile, Risk Assessment, Capability Assessment, and Mitigation Strategy.

A Planning Committee comprised of representatives from all jurisdictions and special districts, in association with contractor Foster Morrison, had worked together to develop the 2024 Tri-City LHMP. All participating partners have been responsible for assisting in the development of the hazard and vulnerability assessments and the mitigation action strategies for their respective jurisdictions and special districts. The 2024 Tri-City LHMP Update presents the accumulated information in a unified framework to ensure a comprehensive and coordinated plan covering the entire Tri-City Operational Area. Each planning partner has been responsible for the review and approval of their individual sections of the 2024 Tri-City LHMP Update.

City Council/RSA Agenda 325 Tuesday, August 13, 2024
Additionally, the 2024 Tri-City LHMP Update has been aligned with the goals, objectives and priorities of the State’s multi-hazard mitigation plan.

Aside from the Planning Committee, a Steering Committee comprised of representative stakeholders from the City of Fremont, City of Newark, and City of Union City, includes non-local government and public representatives. The Steering Committee was formed early in the planning process to guide the development of the 2024 Tri-City LHMP Update. Residents were asked to contribute by sharing local knowledge of their individual area’s vulnerability to natural hazards based on past occurrences. Public involvement was also solicited via a comprehensive public outreach campaign that included three rounds of public meetings, webbased information, a questionnaire, and multiple social media updates.

The hazard identification and profiling in the 2024 Tri-City LHMP Update addresses the following hazards of concern within the entire planning area:

Climate Change
Coastal Flooding and Sea Level Rise
Dam Failure
Drought & Water Shortage
Earthquake
Flood
Landslide
Levee Failure
Severe Weather
Subsidence
Tsunami
Wildfire
Climate change is incorporated as a summary assessment of current and anticipated impacts for each identified hazard of concern.

With the exception of dam failure, this plan does not provide a full risk assessment of human-caused hazards. For Union City, the following hazards were considered a priority for purposes of mitigation action planning in the 2024 Tri-City LHMP:

Climate Change
Coastal Flooding and Sea Level Rise
Dam Failure
Drought & Water Shortage
Earthquake
Floods: 1%/0.2% annualchance
Floods: Localized Stormwater
Landslides
Severe Weather: Extreme Heat
Severe Weather: Heavy Rains and Storms
Wildfire
Of this, 26 mitigation actions were identified and are outlined on Table C-80 for Annex C. Five of the 26 mitigation actions were newly added and the remaining 21 were carried over from the former LHMP adopted in 2017. Background information and information on how each action will be implemented and administered, such as ideas for implementation, responsible office, potential funding, estimated cost, and timeline are also included. These mitigation actions were developed based on the mitigation strategy that is comprised of seven goals which was developed by the Planning team to reduce risks and vulnerabilities to identified natural hazards within the Tri-City Planning area.

Next Steps
Upon adoption of the 2024 Tri-City LHMP Update and the City of Union City’s Annex, Union City will be eligible to apply for specified grants. The adoption of the plan ensures continued eligibility for funding under FEMA’s Hazard Mitigation Assistance City Council/RSA Agenda 326 Tuesday, August 13, 2024
(HMA) programs. The grant funds are made available to states and local governments and can be used to implement the long-term hazard mitigation measures specified within the City’s Annex of the 2024 Tri-City LHMP Update before and after a major disaster declaration.

The LHMP is considered a living document such that, as awareness of additional hazards develops and new strategies and projects are conceived to offset or prevent losses due to natural disasters, the 2024 Tri-City LHMP Update will be evaluated and revised on a continual basis in the five-year time frame. The next required written update of the LHMP must be completed by mid-2029.

FISCAL IMPACT
There is no fiscal impact to the General Fund for City Council’s adoption of the 2024 Tri-City Local Hazard Mitigation Plan Update. However, implementation of the LHMP may require funding and staff resources. Future funding requests will come before the City Council for consideration as part of the budget process or on a case-by case basis. There would be future grant opportunities available with the adoption of the LHMP.

RECOMMENDATION
Staff recommends that the City Counciladopt a resolution adopting the 2024 Tri-City Local Hazard Mitigation Plan Update.

Prepared by:

Ricardo Martinez, Emergency Services Coordinator
Submitted by:

Jennifer Phan, Deputy City Manager
ATTACHMENTS:

Description Type
Draft Resolution Resolution
Exhibit A Exhibit
City Council/RSA Agenda 327 Tuesday, August 13, 2024

RESOLUTION NO. XXXX-24

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UNION CITY ADOPTING THE TRI-CITY LOCAL HAZARD

MITIGATION PLAN UPDATE
WHEREAS, the City of Union City recognizes the threat that natural hazards pose to people and property within the City of Union City; and
WHEREAS, the City of Union City has prepared a multi-hazard mitigation plan, hereby known as the 2024 Tri-City Local Hazard Mitigation Plan (LHMP) Update, in accordance with federal laws, including the Robert T. Stafford Disaster Relief and Emergency Assistance Act, as amended; the National Flood Insurance Act of 1968, as amended; and the National Dam Safety Program Act, as amended; and
WHEREAS, the 2024 Tri-City LHMP Update identifies mitigation goals and actions to reduce or eliminate long-term risk to people and property in the City of Union City from the impacts of future hazards and disasters; and
WHEREAS, adoption by the City of Union City demonstrates its commitment to hazard mitigation and achieving the goals outlined in the 2024 Tri-City LHMP Update; and WHEREAS the City of Union City, seeking Federal Emergency Management Agency (FEMA) approval of the hazard mitigation plan, desires to comply with the requirements of the Disaster Mitigation Act and to augment its emergency planning efforts by formally adopting the 2024 Tri-City LHMP Update by reference into the Safety Element of the General Plan in accordance with the requirements of AB 2140.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby:

1. Adopts in its entirety, the 2024 Tri-City Local Hazard Mitigation Plan (LHMP) Update, including Annex C, the City of Union City jurisdictional annex, as well as accompanying Appendices, incorporated herein as Exhibit A;

2. Will use the adopted and approved portions of the LHMP to guide pre- and post-disaster mitigation of the hazards identified;

3. Will coordinate the strategies identified in the LHMP with other planning programs and mechanisms under its jurisdictional authority;

4. Will continue its support of the Planning Committee and continue to participate in the partnership for plan implementation and maintenance as described by the LHMP; and

5. Will help to promote and support the mitigation successes of all LHMP Planning Partners.

BE IT FURTHER RESOLVED that the City of Union City adopts the 2024 Tri-City Local Hazard Mitigation Plan (LHMP) Update by reference to the Safety Element of the General Plan in accordance with the requirements of AB 2140; and City Council/RSA Agenda 328 Tuesday, August 13, 2024
Resolution No. XXXX-24
Tri-City Local Hazard Mitigation Plan

BE IT FURTHER RESOLVED that the City Council of the City of Union City will submit this adoption resolution to the California Office of Emergency Services and FEMA Region IX officials to enable the plan’s final approval in accordance with the requirements of the Disaster Mitigation Act of 2000 and to establish conformance with the requirement of AB 2140.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 329 Tuesday, August 13, 2024

EXHIBIT A
City Council/RSA Agenda 330 Tuesday, August 13, 2024

TRI-CITY LHMP UPDATE
2024 Tri-City LHMP Update
City Council/RSA Agenda 331 Tuesday, August 13, 2024
Agenda Item
DATE: 8/13/2024
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: JOAN MALLOY, CITY MANAGER
SUBJECT: ADOPT A RESOLUTION DESIGNATING THE VOTING DELEGATE AND ALTERNATE DELEGATE FOR THE LEAGUE OF CALIFORNIA CITIES ANNUAL CONFERENCE – OCTOBER 16-18, 2024, IN LONG BEACH
The City Council is asked to adopt a resolution designating the City of Union City’s voting delegate and alternate voting delegate to the Annual Conference of the League of California Cities (LOCC) in Long Beach on October 16-18, 2024.

STRATEGIC PLAN ALIGNMENT
This action has no strategic plan alignment.

BACKGROUND
It is customary for the City of Union City to designate its voting delegate and alternate voting delegate for the Annual Conference of the LOCC.

DISCUSSION
The League of California Cities Annual Conference is scheduled to take place from October 16-18, 2024, at the Long Beach Convention Center, located at 300 E Ocean Blvd, Long Beach, CA. As a member agency of the League of California Cities, Union City has the opportunity to participate in the consideration of resolutions that establish League policy at the annual business meeting.

It is customary (and required by the LOCC bylaws) for the City of Union City to designate its voting delegate and alternate voting delegate for the Annual Conference of the LOCC. Council assignments currently reflect Councilmember Gary Singh as the designated voting delegate to the LOCC, and Councilmember Jaime Patiño as the alternate voting delegate. It should be noted that currently Councilmember Scott Sakakihara and Vice Mayor Wang are planning to attend the conference.

Attached are copies of the Annual Conference Voting Procedures and the 2024 Voting Delegate / Alternate Form. Although a City Council/RSA Agenda 332 Tuesday, August 13, 2024
formal City Council resolution is not required to make these designations, staff is proceeding with a resolution for clarity and formal approval.

FISCAL IMPACT
There is no fiscal impact.

RECOMMENDATION
Staff recommends that the City Counciladopt a resolution designating the City of Union City’s voting delegate and alternate voting delegate to the Annual Conference of the League of California Cities (LOCC) in Long Beach on October 16-18, 2024.

Prepared by:

Thai Nam Pham, City Clerk
Submitted by:

Thai Nam Pham, City Clerk
ATTACHMENTS:

Description Type
Draft Resolution Resolution
2024 Voting Delegate Form Attachment
2024 Voting Procedures Attachment
City Council/RSA Agenda 333 Tuesday, August 13, 2024
RESOLUTION NO. XXXX-24

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UNION CITY DESIGNATING THE VOTING DELEGATE

AND ALTERNATE VOTING DELEGATE FOR THE

LEAGUE OF CALIFORNIA CITIES ANNUAL
CONFERENCE, OCTOBER 16-18, 2024
WHEREAS, the League of California Cities (Cal Cities) will hold its Annual Conference from October 16-18, 2024, at the Long Beach Convention Center in Long Beach, California; and WHEREAS, the Annual Conference includes a General Assembly where Cal Cities members vote on resolutions that establish Cal Cities policy; and WHEREAS, the City of Union City is a member of Cal Cities and is entitled to participate in the consideration of such resolutions; and WHEREAS, Cal Cities requires that each member city designate a voting delegate and may designate up to two alternate voting delegates for the Annual Conference.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby designates _______________________ as its Voting Delegate and _____________________ as its Alternate Voting Delegate for the League of California Cities Annual Conference to be held in Long Beach, California, from October 16-18, 2024.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 334 Tuesday, August 13, 2024
CITY: ________________________________________
2024 ANNUAL CONFERENCE

VOTING DELEGATE/ALTERNATE FORM
Please complete this form and return it to Cal Cities office by Wednesday, September 25, 2024. Forms not sent by this deadline may be submitted to the Voting Delegate Desk located in the Annual Conference Registration Area. Your city council may designate one voting delegate and up to two alternates.

To vote at the General Assembly, voting delegates and alternates must be designated by your city council. Please attach the council resolution as proof of designation. As an alternative, the Mayor or City Clerk may sign this form, affirming that the designation reflects the action taken by the council.

Please note: Voting delegates and alternates will be seated in a separate area at the General Assembly. Admission to this designated area will be limited to individuals (voting delegates and alternates) who are identified with a special sticker on their conference badge. This sticker can be obtained only at the voting delegate desk.

1. VOTING DELEGATE
Name: Email: ______________________________
Title:

2. VOTING DELEGATE - ALTERNATE 3. VOTING DELEGATE - ALTERNATE Name: Name:

Title: Title:

Email: ________________________________ Email: _____________________________

ATTACH COUNCIL RESOLUTION DESIGNATING VOTING DELEGATE AND ALTERNATES OR ATTEST: I affirm that the information provided reflects action by the city council to designate the voting delegate and alternate(s).

Name: ____________________________________ Email: _________________________________ Mayor or City Clerk: ________________________ Date: __________ Phone: ________________ (circle one) (signature) Please complete and email this form to [email protected] by Wednesday, Sept. 25, 2024
City Council/RSA Agenda 335 Tuesday, August 13, 2024
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

City Council/RSA Agenda 336 Tuesday, August 13, 2024
Agenda Item
DATE: 8/13/2024
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: Joan Malloy, City Manager
SUBJECT: ADOPT A RESOLUTION TO ADD AN ALTERNATE AT-LARGE MEMBER TO THE

ECONOMIC DEVELOPMENT ADVISORY TEAM (EDAT) AND APPOINT HARPREET

BAINS AS THE ALTERNATE AT-LARGE MEMBER
Staff recommends that the City Council adopt a resolution to add an alternate at-large member to the Economic Development Advisory Team (EDAT) and appoint Harpreet Bains as the alternate at-large member. This member will be able to participate in meetings in the event of any member's absence.

STRATEGIC PLAN ALIGNMENT
This item relates to Goal C. Economic, Community Development and Public Safety of the Strategic Plan.

BACKGROUND
In 2010, the City of Union City (the “City”) formed the Economic Development Advisory Team (“EDAT”) with specific objectives to create a business attraction program and branding for the City’s economic development efforts. Since that time, the operations of the EDAT have evolved and now encompass a wide variety of economic development issues not originally contemplated, making the enabling resolution outdated and inconsistent. On May 9, 2023, the Legislation & Policy Committee (the “Committee”) received a report from staff regarding EDAT’s membership and purpose and directed staff to prepare a resolution to update its mission, purpose, and membership.

On May 23, 2023, the City Council adopted Resolution No. 6133-23 to dissolve the current EDAT and reconstitute EDAT to update its mission, purpose, and membership.

DISCUSSION
To further support EDAT’s effectiveness and ensure that meetings can proceed smoothly even in the absence of regular members, the City Council discussed at the July 25, 2024 Special Meeting for commission and committee interviews about the possibility of City Council/RSA Agenda 337 Tuesday, August 13, 2024
adding an alternate at-large member. Should Council go forward in creating an alternate position, the member will have the authority to participate in EDAT meetings and deliberations whenever a regular member is absent, thereby ensuring continuity in discussions and decision-making processes.

Mayor Dutra-Vernaci recommended Harpreet Bains as the alternate at-large member. Mr. Bains was interviewed at the July 25, 2024 City Council Special Meeting, and has shown a strong commitment to the economic development of Union City.

Current EDAT Membership:

Role Number
City Councilmember 2
Planning Commissioner 1
Businesses 1
Residents 2
Chamber of Commerce Representative 1
Proposed EDAT Membership withAlternate:

Role Number
City Councilmember 2
Planning Commissioner 1
Businesses 1
Residents 2
Chamber of Commerce Representative 1
Alternate At-Large Member 1
The addition of an alternate at-large member is intended to bolster the robustness of the advisory team, ensuring that the EDAT’s function is not hindered by occasional member absences. This alternate member will be chosen from the community at large, offering flexibility and additional perspective.

FISCAL IMPACT
The proposed resolution will have little to no fiscal impact on the City as it simply adds an alternate member to an already existing committee.

RECOMMENDATION
Based on City Council discussion at the commission and committee interviews, staff recommends that the City Council adopt a resolution to add an alternate at-large member to the Economic Development Advisory Team (EDAT) and a resolution appointing Harpreet Bains as the alternate at-large member to participate in meetings in the event of any member's absence.

Prepared by:

Thai Nam Pham, City Clerk
Submitted by:

Thai Nam Pham, City Clerk
City Council/RSA Agenda 338 Tuesday, August 13, 2024
ATTACHMENTS:

Description Type
Draft Resolution -At-LargeAlternate Member Resolution
Draft Resolution -Appointing Harpreet Bains as Alternate Member Resolution City Council/RSA Agenda 339 Tuesday, August 13, 2024

RESOLUTION NO. XXXX-24
ADOPT A RESOLUTION TO ADD AN ALTERNATE ATLARGE MEMBER TO THE ECONOMIC DEVELOPMENT

ADVISORY TEAM (EDAT)
WHEREAS, on June 14, 2010, the City Council formed the Economic Development Advisory Team (EDAT) as a standing committee as identified in the General Plan (CC Resolution No. 4044-10) to create a business attraction program and branding for the City’s economic development efforts; and
WHEREAS, the current membership profile of EDAT includes two City Councilmembers, one Planning Commissioner, one business representative, one Chamber of Commerce representative, and two residents; and
WHEREAS, to enhance the functioning of EDAT and ensure consistent participation, it is proposed to add an alternate at-large member who can partake in meetings in the event of any regular member's absence.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby adds an alternate at-large member to the Economic Development Advisory Team (EDAT).

BE IT FURTHER RESOLVED that the alternate at-large member shall have the authority to participate in EDAT meetings and deliberations whenever a regular member is absent.

City Council/RSA Agenda 340 Tuesday, August 13, 2024
Resolution No. XXXX-24
Additional At-Large Alternate to EDAT

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 341 Tuesday, August 13, 2024

RESOLUTION NO. XXXX-24

ADOPT A RESOLUTION TO APPOINT HARPREET BAINS

AS THE ALTERNATE AT-LARGE MEMBER TO THE

ECONOMIC DEVELOPMENT ADVISORY TEAM (EDAT)
WHEREAS, on August 13, 2024, the City Council adopted a resolution to add an alternate at-large member to the Economic Development Advisory Team (EDAT); and WHEREAS, Harpreet Bains was interviewed by the City Council on July 25, 2024, and has shown a strong commitment to the economic development of Union City; and WHEREAS, it is in the best interest of the City to appoint Harpreet Bains as the alternate at-large member to EDAT to ensure continuity in meetings and decision-making processes.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby appoints Harpreet Bains as the alternate at-large member to the Economic Development Advisory Team (EDAT) with a term expiring August 8, 2027.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 13th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 342 Tuesday, August 13, 2024
Agenda Item
DATE: 8/13/2024
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: KRISTOPHER J. KOKOTAYLO, CITYATTORNEY
SUBJECT: WAIVE FULL READING AND INTRODUCE BY TITLE ONLY AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UNION CITY REPEALING CHAPTER 2.22 “YOUTH COMMISSION” OF THE UNION CITY MUNICIPAL CODE
The City Council has established a number of advisory commissions and boards that are formed and perform certain tasks as delegated by the City Council. Each of these bodies is subject to the Brown Act and other relevant State laws as a result of being formed by the City Council.

On July 29, 2024, the Legislation and Policy Committee (the “Committee”) met and considered the structure of the City Council’s advisory bodies. As part of that discussion, the Committee considered the purpose of the Youth Commission and how to best effectuate youth participation within the City. As a result, the Committee recommended that the City Attorney’s Office prepare an ordinance repealing the Youth Commission as an advisory body to the City Counciland having the Youth Commission operate as a non-Brown Act body that is formed by and advises staff.

Staff recommends that the City Council waive full reading and introduce by title only an ordinance repealing Chapter 2.22 “Youth Commission” of the Union City Municipal Code.

STRATEGIC PLAN ALIGNMENT
The proposed ordinance is consistent with Strategic Plan Goal B: Governance and Organization Effectiveness.

BACKGROUND
The Youth Commission of the City of Union City, established by Union City Municipal Code Chapter 2.22, is a body consisting of 15 members who are Union City residents and/or enrolled in any school located within the City or operated by the New Haven Unified School District aged twelve to nineteen. There can be no more than five non-resident youth serving on the Youth Commission. Commission members serve for a term of two years and may be reappointed once for a total tenure not to exceed four years. Meetings of the Youth Commission are subject to the Brown Act.

Some of the duties of the Youth Commission include: sponsoring and promoting youth-oriented events in Union City; recommending youth related policies to the City Council and soliciting grants from public and private agencies and individuals to City Council/RSA Agenda 343 Tuesday, August 13, 2024
promote youth programs.

There are several requirements of Brown Act advisory bodies that are a concern for the operation of the Youth Commission, including posting the names of minors on agendas, minutes, and the City's website; providing mandatory Brown Act trainings for Commissioners and alternates; and ensuring there are no serial meetings, or quorums, outside of the regularly scheduled meetings.

Additionally, staff has assumed the responsibility of appointing the 15 members of the Youth Commission because of the regular turnover of students.

DISCUSSION
In light of the challenges identified above, staff proposed that the Committee consider recommending a potential approach to have the Youth Commission formed at a staff level with reporting obligations to staff. The City Councilcould still maintain a liaison with the Youth Commission and recommendations could still percolate up through staff to the City Council. Additionally, the majority of the Youth Commissions functions would be unaffected.

However, the Youth Commission would have significantly more flexibility when determining how and when to meet. For example, the Youth Commission could meet via Zoom, would no longer need to post published agendas and could have ad hoc meetings with staff. In short, the Youth Commission could operate much more efficiently given the daily schooland extracurricular demands of the Youth Commission members. It would also help address the challenges of having publicly available information of the youth members that is necessary to comply with state law and Brown Act requirements.

After considering these factors, the Committee recommends repealing Chapter 2.22 to eliminate the Youth Commission as a Brown Act body.

The proposed ordinance repeals Chapter 2.22 “Youth Commission” of the Union City Municipal Code. Staff will concurrently work to establish a Youth Commission that largely performs the same functions of sponsoring and promoting youth-oriented events in Union City, recommending youth related policies, and soliciting grants from public and private agencies and individuals to promote youth programs.

The name Youth Commission could be retained but it would not have the requirements of a Brown Act body. The bylaws and operation of the Commission would essentially remain intact.

FISCAL IMPACT
There is no direct fiscal impact associated with this action.

RECOMMENDATION
Staff recommends that the City Council waive full reading and introduce by title only an ordinance repealing Chapter 2.22 “Youth Commission” of the Union City Municipal Code.

Prepared by:

Juliet Vaughn, Associate
Submitted by:

City Council/RSA Agenda 344 Tuesday, August 13, 2024
Kristopher J. Kokotaylo, City Attorney
ATTACHMENTS:

Description Type
Proposed Ordinance Ordinance
City Council/RSA Agenda 345 Tuesday, August 13, 2024

ORDINANCE NO. XXX-24

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF UNION CITY REPEALING CHAPTER 2.22 “YOUTH
COMMISSION” OF THE UNION CITY MUNICIPAL CODE
WHEREAS, Chapter 2.22 of the Union City Municipal Code established a Youth Commission within the City of Union City (the “Youth Commission”); and WHEREAS, the Youth Commission consists of 15 members and is a body subject to the Brown Act; and
WHEREAS, the Youth Commission encounters practical challenges to functioning and meeting on a regular basis; and
WHEREAS, the Legislation and Policy Committee, at the July 29, 2024 meeting, considered removing the Youth Commission as a Brown Act body that reports directly to the City Council and recommended forwarding the item to the City Council for consideration; and WHEREAS, the City Council believes that the Youth Commission can function more effectively and continue to serve its purposes as a non-Brown Act body and desires to repeal Chapter 2.22 of the Union City Municipal Code.

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

SECTION 1. Recitals. The above recitals (“Recitals”) are true and correct and made a part of this Ordinance.

SECTION 2. CEQA. Approval of the amendments is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. As a series of text amendments and additions, it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment.

SECTION 3. Municipal Code Amendments. Chapter 2.22, “Youth Commission” of the Union City Municipal Code, is hereby repealed in its entirety.

SECTION 4. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance, including the application of such part or provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof, irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable.

City Council/RSA Agenda 346 Tuesday, August 13, 2024
Ordinance No. XXX-24
Repealing Chapter 2.22 “Youth Commission”

SECTION 5. Publication and effective date. Within fifteen (15) days from and after adoption, this Ordinance shall be published once in a newspaper of general circulation printed and published in Alameda County and circulated in the City of Union City, in accordance with California Government Code Section 36933. This Ordinance shall take effect thirty (30) days after its adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the ___ day of ________ 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

CAROL DUTRA-VERNACI
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
City Council/RSA Agenda 347 Tuesday, August 13, 2024