Agenda packet — Livermore City Council, January 10, 2022 (part 1 of 5)

CITY COUNCIL
AGENDA
MONDAY, JANUARY 10, 2022
VIRTUAL REGULAR MEETING –
7:00 PM
TELECONFERENCE:

MEETING PARTICIPATION INFORMATION CAN BE FOUND AT THE END OF THE AGENDA
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
ZOOM WEBINAR:
https://us02web.zoom.us/j/83392023549
Zoom dial in phone number:
1 669 900 6833
Meeting ID: 833 9202 3549
Bob Woerner, Mayor
Regina Bonanno, Vice Mayor
Robert W Carling, Council Member
Brittni Kiick, Council Member
Trish Munro, Council Member
Livermore City Council Agenda
January 10, 2022

1 1.

CLOSED SESSION - NONE

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

4. CITIZENS FORUM

In conformance with the Brown Act, no City Council action can occur on items presented during Citizens Forum.

Please log into Zoom to provide verbal public comment during the City Council Meeting.

Comments are limited to a maximum of 3 minutes per person, per item. The Mayor may reduce the amount of time based on the number of persons wishing to speak.

Citizens Forum will conclude after 30 minutes; however, if there are additional speakers, Citizens Forum will reconvene before the meeting adjourns.

5. CONSENT CALENDAR

Consent Calendar items are considered routine and are acted upon by the City Council with a single action. Members of the audience wishing to provide public input must use the raise hand feature.

5.1 Approval of draft minutes - December 13, 2021 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report

Attachments:

1. 2021-12-13 Regular City Council Draft Minutes

5.2 Resolution authorizing the City Manager to execute an agreement with Axon Enterprise Inc. for a law enforcement technology update package in an amount not-to-exceed $1,747,850.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to enter into a 5-year agreement with Axon Enterprise Inc. for the modernization of multiple law enforcement technology products including, but not limited to: new police camera technologies (body-worn and in-car), new conducted energy weapons (Tasers), accountability related hardware/software, unlimited data storage, and software to increase personnel efficiency in an

ROLL CALL

Council Member Robert W. Carling
Council Member Brittni Kiick
Council Member Trish Munro
Vice Mayor Regina Bonanno
Mayor Bob Woerner

PLEDGE OF ALLEGIANCE

Livermore City Council Agenda
January 10, 2022

2 amount not-to-exceed $1,747,850.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Master Services and Purchasing Agreement

5.3 Resolution authorizing execution of the renewal subscription agreement with Info-Tech Research Group for Information Technology (IT) and Cybersecurity research, advisory, and consulting services in an amount not-to-exceed $170,000

Recommendation:

Staff recommends City Council authorize execution of the renewal subscription agreement with Info-Tech research Group under their Federal GSA supply schedule for a three-year term not-to-exceed $170,000.

Staff Report

Attachments:

1. Info-Tech GSA Federal Supply Schedule

2. Resolution

3. Exhibit A - City of Livermore ITRG Membership Renewal df

5.4 Resolution authorizing the appropriation of funding for development of the Vineyard 2.0 affordable housing and community care facilities project and approving funding agreements and related documents between the City of Livermore and Tri Valley BMR, LLC.

Recommendation:

Staff recommends the City Council adopt a resolution:

1 .

Appropriating up to $1,182,772 of City Affordable Housing Trust Funds and $2,457,750 of Housing Successor Agency Funds to Tri Valley BMR, LLC for a development loan for the Vineyard 2.0 project located at 460 North Livermore Avenue; and 2 .

Appropriating up to $1,620,135 of Human Services Facility Funds to Tri Valley BMR, LLC for a grant to develop community care facilities located at 460 North Livermore Avenue; and
3 .

Appropriating up to $1,500,000 of
Non-Housing Residual Property Taxes (County
"Boomerang Funds”)
to Tri Valley BMR, LLC for a grant to develop of the Vineyard 2.0 project as awarded and directed by the Alameda County Board of Supervisors; and 4 .

Authorizing the City Manager, or his designee, to execute the Affordable Housing Loan Agreement attached to the Resolution as Exhibit A, Amended and Restated Affordable Housing Regulatory Agreement attached to the Resolution as Exhibit B, Social and Human Services Facility Fee Grant Agreement attached to the Resolution as Exhibit C, Services Facility Regulatory Agreement attached to the Resolution as Exhibit D, between the City of Livermore and Tri Valley BMR, LLC; and all other related documents authorized and described in those agreements; and 5 .

Authorizing the City Manager to execute a Grant Agreement, attached to the Resolution as Exhibit E, between the City of Livermore and Tri Valley BMR, LLC, that governs the use of the funds awarded to the City from the County of Alameda for Vineyard 2.0,

Livermore City Council Agenda
January 10, 2022

3 subject to final form approval by the City Attorney; and 6 .

Authorizing the City Manager, or his designee, to execute a Subordination Agreement with Tri Valley BMR, LLC, the County of Alameda, and JP Morgan Chase Bank, in substantially the form attached to the Resolution as Exhibit F, and subject to final form approval by the City Attorney.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Affordable Housing Loan Agreement

3. Exhibit B - Amended and Restated Regulatory Agreement

4. Exhibit C - Human Services Facility Fee Grant Agreement

5. Exhibit D - Services Facility Regulatory Agreement

6. Exhibit E - Vineyard Alameda County Grant Agreement

7. Exhibit F - Vineyard Subordination Agreement

5.5 Resolution authorizing submission of a joint grant application to the State of California Housing and Community Development Department Homekey Program for the Project Reclamation Program in a total not-to-exceed amount of $20,000,000

Recommendation:

Staff recommend the City Council adopt a resolution:
1 .

Authorizing and directing the submission of a joint Application with Bay Area Community Services (BACS) and other jurisdictions within Alameda County to the State of California Housing and Community Development Department in response to the Homekey NOFA, and to apply for Homekey grant funds in a total amount not to exceed $20,000,000; and
2 .

Authorizing, entering into, executing, and delivering a Standard Agreement related to acquired properties that are located in the City of Livermore, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds for properties acquired in the City of Livermore, from the Department and to participate in the Homekey Program, and all amendments thereto (collectively, the Homekey Documents); and
3 .

Acknowledging and agreeing that the City shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof; that any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement; and, that funds are to be used for the allowable expenditures and activities identified in the Standard Agreement; and 4 .

Authorizing the City Manager, or his designee, to approve the final joint Application to the State and execute the Application and the Homekey Documents on behalf of the City of Livermore (Co-Applicant) for participation in the Homekey Program; and 5 .

The City Manager, or his designee, to negotiate and develop an agreement with the Lead Applicant and Bay Area Community Services outlining the roles and responsibilities of each entity if the Application is approved, subject to the review and approvals as to form by the City Attorney.

Staff Report

Livermore City Council Agenda
January 10, 2022

4 Attachments:

1. Resolution

5.6 Resolution authorizing submission of a US Fish and Wildlife Service Cooperative Endangered Species Conservation Fund - Habitat Conservation Plan Planning Assistance grant application Recommendation:

Staff recommends the City Council adopt a resolution:

1 .

Authorizing staff to prepare and submit a US Fish and Wildlife Service Cooperative Endangered Species Conservation Fund - Habitat Conservation Plan Planning Assistance grant application; and
2 .

Authorizing the City Manager or designee to sign all documents related to the grant and the Habitat Conservation Plan.

Staff Report

Attachments:

1. Resolution

5.7 Resolution of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361

Recommendation:

Staff recommends City Council adopt a resolution of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

Staff Report

Attachments:

1. Resolution

6. PUBLIC HEARINGS

6.1 Hearing to consider approving an Amended and Restated Disposition, Development and Loan Agreement with 2205 Railroad Avenue LLC to develop a four-story hotel on the southeast corner of Railroad Avenue and South Livermore Avenue, which includes a site acquisition loan for 2205 Railroad Avenue LLC to develop a parking facility on 2080 Railroad Avenue; to declare that the parcels to be transferred from the City to 2205 Railroad Avenue LLC are identified for disposition for the development of a hotel in the Livermore Successor Agency’s Long Range Property Management Plan and are exempt surplus land; and authorizing a supplemental appropriation of $1,923,750 from the General Fund for the site acquisition loan.

Recommendation:

Staff recommends the City Council adopt two resolutions and direct the following:

1 .

Declaring that Parcel A and Subsurface Parcel C of Parcel Map 9999 are exempt

Livermore City Council Agenda
January 10, 2022

5 surplus land as defined in Government Code Section 54221; and 2 .

Finding the Disposition, Development and Loan Agreement with 2205 Railroad Avenue LLC is consistent with, and analyzed by, the addendums to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report that were adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178, the categorical exemption for infill development for the Downtown Hotel Term Sheet dated February 26, 2018, and the 2004 Downtown Specific Plan Environmental Impact Report, and authorizing the City Manager to execute the DDLA, including the $1,923,750 Predevelopment Loan, and all documents necessary to effectuate the actions described in the DDLA; 3 .

Authorizing the City Manager to execute on behalf of the City the amended and Restated Disposition and Development and Loan Agreement with 2205 Railroad Avenue LLC; and
4 .

Supplemental appropriation of $1,923,750 from the General fund to be directed to the Site Acquisition Loan described in the DDLA.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Plat & Legal Description Hotel Parcel

3. Exhibit B - City Council Resolution 2018-155

4. Exhibit C - City Council Resolution 2018-156

5. Resolution

6. Exhibit A - Amended and Restated Disposition, Development and Loan Agreement

7. MATTERS FOR CONSIDERATION

7.1 Oral report from the Director of Emergency Services regarding the COVID-19 emergency, its impacts, and the governmental operations in response to that emergency, as well as discussion and direction regarding the City’s emergency operations in response to that emergency.

Recommendation:

An oral report will be given at the meeting.

Staff Report

7.2 Comprehensive General Plan and Housing Element Update – Draft Vision Statement and Guiding Principles

Recommendation:

The Planning Commission and staff recommend the City Council adopt a Resolution approving the General Plan Update – Draft Vision Statement and Guiding Principles.

Staff Report

Attachments:

1. Community Input Themes

2. Community Input Received

Livermore City Council Agenda
January 10, 2022

6 3.

Community Survey Analysis

4. Advisory Committee and Planning Commission Visioning Comments

5. Resolution

6. Exhibit A Planning Commission Resolution 29-21

7. Exhibit B - Vision Statement and Guiding Principles

7.3 Discussion and direction on Livermore's preferred approach regarding the Livermore Amador Valley Transit Authority's draft Zero Emission Bus Fleet Transition Study.

Recommendation:

Staff recommends City Council receive the presentation and provide direction to the Livermore representatives on the Livermore Amador Valley Transit Authority Board of Directors on Livermore's preferred approach to transition to a zero-emission bus fleet.

Staff Report

Attachments:

1. Draft LAVTA ZEB Transition Master Plan

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF, AND COUNCIL MEMBERS

9. ADJOURNMENT

To a Special Closed Session City Council Meeting on January 18, 2022 at 5:00 p.m. and a Joint Special Meeting Workshop of the City Council and Planning Commission on January 20, 2022 at 5:00pm both held virtually using Zoom.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report

Attachments:

1. Supplemental Materials

10.2 Items received at the meeting.

Staff Report

Attachments:

1. Items Received at the Meeting

HOW TO PARTICIPATE IN YOUR CITY COUNCIL MEETING

You can participate in the meeting in a number of ways:

Citizens Forum
is an opportunity for the public to speak regarding items not listed on the agenda.

Speakers are limited to a maximum of 3 minutes per person. To submit a comment using Zoom, you may use the 'raise hand' feature. You should be aware that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda. However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

Livermore City Council Agenda
January 10, 2022

7 Public Hearings
- The topic of the hearing is typically summarized by staff, followed by questions from the City Council and a presentation by the applicant. The Mayor will then open the hearing to the public and offer an opportunity for public comments. You may use the 'raise hand' feature in Zoom and take 3 minutes to make your comments.

Other Agenda Items
are also open for public input including Consent Calendar or Matters for Consideration items. These comments are also subject to the 3 minute limit.

Special Meetings, Workshops
- The public will have the opportunity to address the City Council regarding the item that is the subject of the special meeting or workshop. Public comments are limited to a maximum of 3 minutes per person.

Platforms to Participate in Virtual Meetings:

Submission of Comments Prior to the Meeting:

Email Comments
may be submitted by the public to the City Clerk’s Office (
[email protected]
). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record.
eComments
may be submitted by the public using the eComment link
here
. Comments may be up to
1000 characters in length and will be accepted up until 4PM the day of the meeting. These items will NOT be read into the record and are viewable by the the City Council and the public upon submittal.

Submission of Comments During the Meeting:

The City will be using YouTube and TV29 as two tools to provide the public access to view City Council meetings. No public comment will be accepted via YouTube.

TV29:

tv29live.org

YouTube:

h
ttp://youtube.com/c/CityofLivermoreCalifornia
Zoom Webinar:

https://us02web.zoom.us/j/83392023549
Zoom dial in phone number:

1 669 900 6833
Meeting ID: 833 9202 3549
If you would like to deliver written materials to the City Council as part of their electronic comments Livermore City Council Agenda
January 10, 2022

8 during a meeting, the speaker must identify that intent in his or her comment submitted and immediately email the materials to the City Clerk at
[email protected]
.

The
City Council Agenda and Agenda Reports
are prepared by City staff and are available for public review on Tuesday evening, six days prior to the City Council meeting in the Civic Center Library, 1188 South Livermore Avenue, Livermore, and at the City Clerk’s Office, 1052 South Livermore Avenue, Livermore. The Agenda is also available on the City’s website, http://cityoflivermore.net/agenda
.

Under Government Code §54957.5, any
supplemental material
distributed to the members of the City
Council after the posting of this agenda will be available for public review in the City Clerk’s Office, 1052 South Livermore Avenue, Livermore, and included in the agenda packet available on the City’s web site at
http://cityoflivermore.net/agenda
.

PURSUANT TO TITLE II OF THE AMERICANS WITH DISABILITIES ACT (CODIFIED AT 42 UNITED STATES CODE SECTION 12101 AND 28 CODE OF FEDERAL REGULATIONS PART 35), AND SECTION 504 OF THE REHABILITATION ACT OF 1973, THE CITY OF LIVERMORE DOES NOT

DISCRIMINATE ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, ANCESTRY,

SEX, DISABILITY, AGE OR SEXUAL ORIENTATION IN THE PROVISION OF ANY SERVICES, PROGRAMS, OR ACTIVITIES. TO ARRANGE AN ACCOMMODATION IN ORDER TO PARTICIPATE

IN THIS PUBLIC MEETING, PLEASE CONTACT THE ADA COORDINATOR AT [email protected]
OR CALL (925) 960-4170 (VOICE) OR (925) 960-
4104 (TDD) AT LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE MEETING.

Livermore City Council Agenda
January 10, 2022

9 CITY COUNCIL STAFF REPORT
ITEM NO. 5.1

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Bhavna Chaudhary, Acting Administrative Services Director SUBJECT:

Approval of draft minutes - December 13, 2021 Regular Meeting.

RECOMMENDED ACTION

Staff recommends the City Council approve the draft minutes.

SUMMARY

DISCUSSION

ATTACHMENTS

1. 2021-12-13 Regular City Council Draft Minutes

Prepared by: Marie Weber
City Clerk

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

10 DECEMBER 13, 2021 Minutes CM/74/435

DRAFT MINUTES

CITY COUNCIL
DECEMBER 13, 2021
________________________________________________________________

CLOSED SESSION
CALL TO ORDER – The Closed Session of the City Council was called to order by Mayor Bob Woerner at 6:00 pm, held via teleconference using Zoom and YouTube.

ROLL CALL – Present: Mayor Bob Woerner, Vice Mayor Trish Munro, and Council Members Regina Bonanno, Robert W. Carling and Brittni Kiick.

OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE CITY COUNCIL
REGARDING CLOSED SESSION ITEMS.

Mayor Woerner opened the public comment period.

There were no speakers and the comment period was closed.

1. ADJOURN TO CLOSED SESSION

1.1 Conference with Legal Counsel - Existing Litigation. To meet with legal counsel pursuant to Government Code section 54956.9(d)(1) to discuss litigation that has been formally initiated. (One case)
Livermore v. The Alameda County Board of Supervisors, et al., Alameda County Superior Court Case No. RG18906336.

1.2 Threat to Public Services or Facilities – Consultation with: Police Chief Jeramy Young, Livermore Police Department, pursuant to Government Code section 54957
________________________________________________________________

REGULAR MEETING

2. CALL TO ORDER – The meeting of the City Council was called to order by Mayor Bob Woerner at 7:00 pm, held via teleconference using Zoom and YouTube.

ROLL CALL – Present: Mayor Bob Woerner, Vice Mayor Trish Munro and Council Members Regina Bonanno, Robert W. Carling, and Brittni Kiick. 11 CM/74/436 Minutes DECEMBER 13, 2021

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION
City Attorney Jason Alcala said there was no reportable action.

3. PROCLAMATIONS AND PRESENTATIONS – NONE

4. CITIZENS FORUM
Mayor Woerner opened the public comment period.

Alan Marlon provided a comment.

Alan Heckman provided a comment.

Dennis Skillen provided a comment.

There were no more speakers and the public comment period was closed.

Mayor Woerner reordered the agenda to hear items 7.2 and 7.3 before the Consent Calendar.

7.2 Resolution approving an amended and restated employment contract with the City Manager.

Recommendation: Mayor Woerner recommended the City Council adopt a Resolution approving an amended and restated employment contract with the City Manager.

7.3 Resolution approving an amended and restated employment contract with the City Attorney
Recommendation: Mayor Woerner recommended the City Council adopt a resolution approving an amended and restated employment contract with the City Attorney.

Mayor Woerner opened the public comment period for items 7.2 and 7.3.

There were no more speakers and the public comment period was closed.

ON THE MOTION OF VM MUNRO, SECONDED BY CM KIICK AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING
RESOLUTIONS:

Resolution 2021-200 approving an amended and restated employment contract with the City Manager.
12 DECEMBER 13, 2021 Minutes CM/74/437
Resolution 2021-201 approving an amended and restated employment contract with the City Attorney.

5. CONSENT CALENDAR
Mayor Woerner opened the public comment period.

Karl Wente provided a comment
There were no more speakers and the public comment period was closed.

ON THE MOTION OF CM BONANNO, SECONDED BY CM CARLING, AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

5.1 Approval of draft minutes draft minutes - November 18, 2021 Adjourned Special Meeting and November 22, 2021 City Council Regular Meeting.

Recommendation: Staff recommended the City Council approve the draft minutes.

5.2 Adoption of Omnibus Ordinance 2130 amending the Livermore Municipal Code to update references, update formal names for certain locations, clarify existing provisions, and to make additional technical and non-substantive corrections.

Recommendation: Staff recommended City Council adopt an ordinance amending the Livermore Municipal Code to update references, update formal names for certain locations, clarify existing provisions, and to make additional technical and non-substantive corrections.

5.3 Adoption of Ordinance 2131 amending the Livermore Development Code Section 6.02.060 (Home Occupations) and section 9.05.100 (Home Occupation Permits)
Recommendation: The Planning Commission and staff recommended the City Council adopt an ordinance amending the Livermore Development Code Section

6.02.060 (Home Occupations) and section 9.05.100 (Home Occupation Permits).

5.4 Resolution 2021-202 authorizing a supplemental appropriation of funds in the amount of $820,000 from general funds in Fiscal Year 2021-22 and authorizing execution of an agreement with Watry Buehler Collaborative, LLP in the not-to-exceed amount of $1,410,000 to provide design and engineering construction support services.

Recommendation: Staff recommended the City Council adopt a resolution authorizing a supplemental appropriation of funds in the amount of $820,000 from general funds in Fiscal Year 2021-22 and authorizing execution of an 13 CM/74/438 Minutes DECEMBER 13, 2021
agreement with Watry Buehler Collaborative, LLP in the not- to-exceed amount of $1,410,000 to provide design and engineering construction support services.

5.5 Resolution 2021-203 authorizing execution of an agreement with HQ Construction Co. Inc. for handyperson services, in an amount not-to-exceed $550,000.

Recommendation: Staff recommended the City Council adopt a resolution authorizing execution of a three-year agreement with HQ Construction Co. Inc. (HQ) for on-call handyperson services at various City facilities in an amount not- to-exceed $550,000.

5.6 Resolution 2021-204 authorizing execution of a public works contract with EVRA Construction, Inc. for construction of the Police Facility Real Time Awareness Center, Project No. 2019-58, in an amount not-to-exceed $472,000.

Recommendation: Staff recommended the City Council adopt a resolution authorizing execution of a public works contract with EVRA Construction, Inc. (Police Facility Real Time Awareness Center Project No. 2019-58).

5.7 Resolution 2021-205 authorizing execution of an amendment to the City's current agreement with ArborPro, Inc. to increase the total compensation in an amount not to exceed $165,000 and extend the term of the agreement.

Recommendation: Staff recommended the City Council adopt a Resolution authorizing the City Manager to execute an amendment to the City's current agreement with ArborPro, Inc. to increase the total compensation in an amount not to exceed $165,000 and extend the term of the agreement.

5.8 Resolution 2021-206 authorizing the City Manager to execute the third amendment to the agreement with Watry Buehler Collaborative, LLP increasing the not-to-exceed contract amount from
$1,290,783 to $1,534,083 to provide additional support services and extend the term of the agreement
Recommendation: Staff recommended City Council adopt a resolution authorizing the City Manager to execute the third amendment to the agreement with Watry Buehler Collaborative, LLP increasing the not- to-exceed contract amount from $1,290,783 to $1,534,083 to provide additional support services and extend the term of the agreement.

5.9 Resolution 2021-207 authorizing an extension and sixth amendment of the Exclusive Negotiating Rights Agreement with Shakespeare's Associates, Inc. for the development of a black box theater
Recommendation: Staff recommended the City Council adopt a resolution authorizing an extension and sixth amendment of the Exclusive Negotiating Rights Agreement with Shakespeare's Associates, Inc. for the development of a black box theater.
14 DECEMBER 13, 2021 Minutes CM/74/439

5.10 Resolutions 2021-208 authorizing execution of documents and delegating authority to the City Manager to participate in the two national settlement agreements for the National Prescription Opiate Litigation (distributors) and 2021-209 authorizing execution of documents and delegating authority to the City Manager to participate in the two national settlement agreements for the National Prescription Opiate Litigation (manufacturers).

Recommendation: Staff recommended the City Council adopt two resolutions:

1. Authorizing the City Manager to execute all documents and forms for the City of Livermore to participate in the settlement agreement with the distributors in the national prescription opiate litigation, and delegating authority to the City Manager to determine whether to accept or redirect settlement funds allocated to Livermore; and,

2. Authorizing the City Manager to execute all documents and forms for the City of Livermore to participate in the settlement agreement with the manufacturers in the national prescription opiate litigation, and delegating authority to the City Manager to determine whether to accept or redirect settlement funds allocated to Livermore.

5.11 Resolution 2021-210 authorizing issuance of a purchase order to National Auto Fleet Group in an amount not-to-exceed $104,411 for three 2022 Chevrolet Bolt Electric Vehicle's (EV's).

Recommendation: Staff recommended the City Council adopt a Resolution authorizing issuance of a purchase order to National Auto Fleet Group in an amount not-to-exceed $104,411 for three 2022 Chevrolet Bolt EV's.

5.12 Resolution 2021-211 authorizing a supplemental appropriation of $561,309 from the Traffic Impact Fee fund (Fund 306) in Fiscal Year 2021-22 to the El Charro Specific Plan Infrastructure, Project No. 200720.

Recommendation: Staff recommended City Council adopt a resolution appropriating $561,309 from Traffic Impact Fee fund (Fund 306) in Fiscal Year 2021-22 to the El Charro Specific Plan Infrastructure, Project No. 200720.

5.13 Resolution 2021-212 making findings regarding the continuing need for unexpended balances of Development Impact Fees as of June 30, 2021 and accepting the Annual Report of Development Fee and Connection Fee Revenues and Expenditures for Fiscal Year 2020-21.

Recommendation: Staff recommended the City Council adopt a Resolution making findings regarding the continuing need for unexpended balances of Development Impact Fees as of June 30, 2021 and accepting the Annual Report of Development Fee and Connection Fee Revenues and Expenditures for Fiscal Year 2020-21.

5.14 Resolution 2021-213 accepting annual special tax and bond 15 CM/74/440 Minutes DECEMBER 13, 2021
accountability reports for fiscal year 2020- 21 Community Facilities District No. 99-1, 2009-1, 2012-1, 2015-1, 2016-1, 2016-2, and 2018- 1.

Recommendation: Staff recommended the City Council adopt a resolution accepting annual special tax and bond accountability reports for fiscal year 2020- 21 Community Facilities District No. 99-1, 2009-1, 2012-1, 2015-1, 2016-1, 2016- 2, and 2018-1.

5.15 Resolution 2021-214 approving Executive Management Group employees wage and benefits adjustments.

Recommendation: Staff recommended the City Council adopt a resolution approving Executive Management Group employees wage and benefits adjustments.

5.16 Resolution 2021-215 adopting the City of Livermore Salary Plan as of December 2021 in accordance with California Code of Regulations, Title 2, Section 570.5.

Recommendation: Staff recommended the City Council adopt a resolution approving the City of Livermore Salary Plan as of December 2021 in accordance with California Code of Regulations, Title 2, Section 570.5.

5.17 Resolution 2021-216 designating the Finance Manager as the City Treasurer
Recommendation: Staff recommended City Council adopt a resolution designating the Finance Manager as the City Treasurer.

5.18 Resolution 2021-217 of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

Recommendation: Staff recommended City Council adopt a resolution of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

6. PUBLIC HEARINGS – NONE

7. MATTERS FOR CONSIDERATION

Recommendation: An oral report was given at the meeting.

Director of Emergency Services Marc Roberts presented the staff report. 16 DECEMBER 13, 2021 Minutes CM/74/441
Mayor Woerner opened the public comment period.

There were no speakers and the public comment period was closed.

THE CITY COUNCIL RECEIVED THE REPORT.

Mayor Woerner reordered the agenda to hear items 7.2 and 7.3 before the Consent Calendar.

7.4 Appointment of Vice Mayor
Recommendation: Staff recommended the Mayor appoint a Vice Mayor for the period of 2021-2022.

Mayor Woerner opened the public comment period.

There were no speakers and the public comment period was closed.

MAYOR WOERNER APPOINTED CM BONANNO AS VICE MAYOR FOR THE PERIOD OF 2021-2022.

7.5 Appointment of Council Members to the City Council Subcommittee on Advisory Bodies for the period of January 1 - June 30, 2022 Recommendation: Staff recommended the Mayor appoint two Council Members to serve on the City Council Subcommittee on Advisory Bodies for the period of January 1 - June 30, 2022.

Mayor Woerner opened the public comment period.

There were no speakers and the public comment period was closed.

MAYOR WOERNER APPOINTED CM KIICK AND VM BONANNO TO SERVE

ON THE CITY COUNCIL SUBCOMMITTEE ON ADVISORY BODIES FOR THE PERIOD OF JANUARY 1 – JUNE 30, 2022

7.6 Council Members Appointments to Intergovernmental Agencies Recommendation: Staff recommended the Mayor appoint Council Members to intergovernmental agencies.

Mayor Woerner opened the public comment period.

Karl Wente provided comment.

There were no more speakers and the public comment period was closed.

THE MAYOR APPROVED THE EXISTING APPOINTMENTS WITH THE
17 CM/74/442 Minutes DECEMBER 13, 2021
FOLLOWING UPDATES:

Livermore Amador Valley Water Management Agency
Delegate – CM Carling
Delegate – VM Bonanno
Alternate – Mayor Woerner
Livermore Cultural Arts Council
Delegate – CM Munro
Alternate – VM Bonanno

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

CITY MANAGER MARC ROBERTS ANNOUNCED HIS UPCOMING
RETIREMENT EFFECTIVE JUNE 3, 2022, DISCUSSED THE PROCESS FOR

REPLACING THE POSITION, THANKED THE CITY COUNCIL AND

EXPRESSED HIS COMMITMENT TO ASSISTING WITH THE TRANSITION IN THE COMING MONTHS.

MAYOR WOERNER ANNOUNCED A CLOSED SESSION MEETING OF THE CITY COUNCIL TO BE HELD ON THURSDAY, DECEMBER 16, 2021 TO DISCUSS THE CITY MANAGER EMPLOYMENT PROCESS.

THE MAYOR AND CITY COUNCIL MEMBERS PROVIDED A SUMMARY OF

RECENTLY ATTENDED EVENTS AND MEETINGS IN ADDITION TO THE INFORMATION PROVIDED IN THE SUPPLEMENTAL PACKET.

Tri-Valley Transportation Council Council Member Kiick noted her attendance at the November 23, 2021 and December 13, 2021 special meetings.

IN RESPONSE TO COMMENTS FROM MR. MARLON, THE CITY COUNCIL

DIRECTED STAFF TO RETURN WITH A STAFF REPORT PROVIDING
ADDITIONAL INFORMATION REGARDING MOVING TO BRILLIANT 100 WITH EAST BAY COMMUNITY ENERGY.

CITY COUNCIL DIRECTED STAFF TO PROVIDE INFORMATION REGARDING

WHAT THE PROCESS AND INVESTMENT FOR SUPPORTING THE BAY
ADAPT REGIONAL STRATEGY WOULD ENCOMPASS.

8. ADJOURNMENT – at 7:53 pm to a closed session on December 16, 2021 at 7:00 pm and to a regular City Council meeting on January 10, 2022 at 7:00 pm, both held virtually using Zoom.

APPROVED:

BOB WOERNER, MAYOR
ATTEST:

MARIE WEBER, CITY CLERK
18 CITY COUNCIL STAFF REPORT
ITEM NO. 5.2

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Jeramy Young, Police Chief
SUBJECT:

Resolution authorizing the City Manager to execute an agreement with Axon Enterprise Inc. for a law enforcement technology update package in an amount not-to-exceed $1,747,850.

RECOMMENDED ACTION

SUMMARY
Law enforcement technologies have become a prevalent and effective tool in ensuring safety, transparency, efficiency, and accountability. Staff is requesting to enter into an agreement with Axon Enterprises Inc. for a technology modernization and data storage package for a 5-year term. The upgrade is known as AXON’s Officer Safety Plan (OSP) 7+ package.

DISCUSSION
The use of technology by law enforcement professionals has increased exponentially over the past 10- 15 years. It is not only relied upon for efficiency, but it enhances the safety of officers and community members. Technology also plays a key role in creating and maintaining public trust through providing foundations for police transparency and accountability. The highlights of the products and services related to this recommendation include the following:

Upgrade to the Taser 7 conducted energy weapon (CEW) from the Taser X2 model.

Enhancements include yellow exterior coloring for distinguishability from firearms, a rechargeable battery, the auto-download of data via an included docking station, potential increased effectiveness in the field (Taser 7 is effective at 4 ft. standoff distance vs. the required 9 ft. of standoff distance for the current X2 model), included cartridges for training and field use, 19 warranties, and peripheral supplies. The upgrade also includes multiple instructor and master instructor training certification vouchers for the further development of in-house instructors In-car cameras with Signal technology (note: Signal technology automatically triggers a recording during emergency vehicle operations). The camera systems also include installation costs and a related 5G modem. LPD does not currently use in-car cameras. This technology is expected to provide critical audio/video evidence that cannot be captured on body-worn camera systems (i.e., emergency response driving, pursuits, traffic violations, vehicle identification, and a third-party perspective of enforcement contacts)
New body worn cameras (BWC’s)- 2 per officer over the 5-year contact term, including applicable upgrades, docking stations, body mounts, warranties, etc.

Unlimited data storage for BWC, In-Car cameras, interview room cameras, and CEW data Signal Sidearm Program- this automatically starts camera system recordings when a firearm is removed from a holster within a given proximity of the camera(s) Performance Program- this is an auditing program that tracks camera usage and allows for comparisons between different shifts for policy adherence related to manual activations Auto-tagging of videos- this feature automatically assigns the related incident number or case number to a recording for tracking purposes
Channel Services- this product allows for the migration of data from the current unsupported digital image management system (DIMS) into evidence.com, which is the storage platform for AXON systems.

Redaction Assistant Program- allows for automatic video redaction of faces, license plates, etc. for Public Records Act requests and other releases
Respond Program- this feature provides supervisory ability to live-view cameras during recording mode and provides individual GPS data related to camera systems Third Party Video Support- this provides technologies to view video from outside sources, including home and business surveillance systems that have been uploaded to evidence.com Citizen for Communities Program- this program allows the police department to create an event specific link where any citizen can upload evidence directly to the police department’s evidence.com account
Data storage and maintenance for camera systems related to current police interview rooms

This comprehensive system is expected to provide greater safety to officers and others, increase police transparency and accountability, reduce liability, enhance and expedite the gathering of evidence, allow for additional community partnership opportunities, and provide a more efficient utilization of personnel time.

Purchasing Ordinance Section 2.68.370(B)2

2. Where it is determined that the supplies and equipment are unique or available only from one source, so that the bidding required by this section would be meaningless. The basis upon which this determination is made shall be in writing;

Per LMC 2.68.370 (B) (2), a sole source justification exists because the goods and services required to satisfy the agency’s needs are only manufactured and available for purchase from Axon Enterprise Inc.

Additionally, the technology products offered are compatible with each other, and with systems that are already in place within the organization.

FISCAL AND ADMINISTRATIVE IMPACTS
20 The agreement with Axon is for a 5-year term, which begins when certain equipment and services are delivered. For ease of reference, Year 1 of the contract is considered the remainder of this fiscal year and FY 2022-23. The current approved FY 2021-22 and FY 2022-23 budget includes sufficient funding under the General Fund in the amount of $81,486.54 and $290,753.87, respectively, for the first year cost of the five-year contract. The remaining four years of the contract, each in the amount of $343,902.50, will be included in future police department budgets. These costs are comprehensive and include all services and supplies related to the equipment.

ATTACHMENTS

1. Resolution

2. Exhibit A - Master Services and Purchasing Agreement

Prepared by: Robin Morris
Police Business Services Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

21 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AN AGREEMENT WITH AXON ENTERPRISE, INC. FOR A LAW

ENFORCEMENT TECHNOLOGY UPDATE PACKAGE IN AN AMOUNT
NOT-TO-EXCEED $1,747,850
Law enforcement technologies have become a prevalent and effective tool in ensuring safety, transparency, efficiency, and accountability.

Modernization is necessary of multiple law enforcement technology products including, but not limited to, new police camera technologies (body-worn and in-car), new CEW’s (Tasers), accountability related hardware/software, unlimited data storage, and software to increase personnel efficiency.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that the City Manager is authorized to sign, on behalf of the City of Livermore, the Services Agreement for Axon Enterprise, Inc.’s Sales Terms and Conditions between the City of Livermore and Axon Enterprise, Inc. in an amount not to exceed $1,747,850.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that a sole source justification exists under LMC 2.68.370(B)(2) because the goods and services required to satisfy the agency’s needs are only manufactured and available for purchase from Axon Enterprise, Inc.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM
/s/ Kelly J. Trujillo
Marie Weber Kelly J. Trujillo
City Clerk Assistant City Attorney
Exhibit A – Master Services and Purchasing Agreement
22 CC Contract No. 22-003

EXHIBIT A
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EXHIBIT A
47 Non-Binding Budgetary Estimate
1 Q-336865-44538.697KP
Q-336865-44538.697KP
Issued: 12/08/2021
Quote Expiration: 01/31/2022
EST Contract Start Date: 03/15/2022
Account Number: 113456
Payment Terms: N30
Delivery Method: Fedex - Ground

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-1110 S
Livermore Ave
Livermore Police
Dept. - CA Kyle Panasewicz
1110 S Livermore Ave 1110 S Livermore Ave Phone: +1 4803294734 Phone: 925-371-4834 Livermore, CA 94550-9315 Livermore, CA 94550-9315 Email: [email protected] Email: [email protected] USA USA Fax: (480) 905-2071 Fax:

Email:

Program Length 60 Months Bundle Savings $580,647.86
TOTAL COST $1,665,746.75 Additional Savings $414,630.61 ESTIMATED TOTAL W/ TAX $1,747,850.42 TOTAL SAVINGS $995,278.47

PAYMENT PLAN

PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE
Year 1 - Partial Feb, 2022 $3,827.76 $81,486.54
Year 1 - Remaining Jul, 2022 $13,657.90 $290,753.87
Year 2 Jul, 2023 $16,154.50 $343,902.50
Year 3 Jul, 2024 $16,154.50 $343,902.50
Year 4 Jul, 2025 $16,154.50 $343,902.50
Year 5 Jul, 2026 $16,154.50 $343,902.50
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
CC Contract No. 22-003

EXHIBIT A
48 Non-Binding Budgetary Estimate
2 Q-336865-44538.697KP

Quote Details
Bundle Summary
Item Description QTY
OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 93 AB3C AB3 Camera Bundle 93
AB3MBD AB3 Multi Bay Dock Bundle 17
AB31BD AB3 1-Bay Dock Bundle 4
BWCamMBDTAP Body Worn Camera Multi-Bay Dock TAP Bundle 5 BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 4 BWCUwTAP BWC Unlimited with TAP 9
AB3C AB3 Camera Bundle 9
DynamicBundle Dynamic Bundle 1
Fleet3A Fleet 3 Advanced 45
DynamicBundle Dynamic Bundle 45

Bundle: 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) Quantity: 93 Start: 3/15/2022 End: 3/14/2027 Total:
851307.37 USD
Category Item Description QTY
Holsters 20160 TASER 7 HOLSTER - SAFARILAND, RH+CART CARRIER 93 HALT Suit 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 2
Handle License 20248 TASER 7 EVIDENCE.COM LICENSE 93
Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 279 Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 279 Handles 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 93 Inert Cartridges 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5-DEGREE) NS 50 Inert Cartridges 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 50 Admin License 20248 TASER 7 EVIDENCE.COM LICENSE 1
Taser 7 Target 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED) 2 Spare Handles 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 3 Taser 7 Target Frame 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 2 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 186 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 186 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 186 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 186 CC Contract No. 22-003

EXHIBIT A
49 Non-Binding Budgetary Estimate
3 Q-336865-44538.697KP
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 186 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 186 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 186 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 186 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 186 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 186 Batteries 20018 TASER 7 BATTERY PACK, TACTICAL 111
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 186 Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 186 Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 186 Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 186 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Docks 74200 TASER 7 6-BAY DOCK AND CORE 1
Dock Mount 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 1 Dock Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 1 Duty Cartridge Replenishment Program 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT LICENSE 93 E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746) 93 Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 93 A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 2790 Respond Plus 73680 RESPOND DEVICE PLUS LICENSE 93
Records 73681 AXON RECORDS FULL 93
Citizen 73618 CITIZEN FOR COMMUNITIES USER LICENSE 93
Redaction 73478 REDACTION ASSISTANT USER LICENSE 93
Auto Tagging 73682 AUTO TAGGING LICENSE 93
Performance 73739 PERFORMANCE LICENSE 93
3rd Party Video 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 93 E.com Channel 80190 Evidence.com Channel Services 1
Auto Tagging Implementation 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 Signal Sidearm Kit 75015 SIGNAL SIDEARM KIT 93
Signal Sidearm Batteries 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 186 Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP) 93
CC Contract No. 22-003

EXHIBIT A
50 Non-Binding Budgetary Estimate
4 Q-336865-44538.697KP
Camera Refresh 1 with Spares 73309 AXON CAMERA REFRESH ONE 96 Camera Refresh 2 with Spares 73310 AXON CAMERA REFRESH TWO 96 Warranty 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 12
Multi-bay Dock Refresh 1 73689 MULTI-BAY BWC DOCK 1ST REFRESH 12 Multi-bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH 12 Inactive Channel 80223 INACTIVE CHANNEL LICENSE 1
Spare Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP) 3 Other 80395 EXT WARRANTY, TASER 7 HANDLE 93
Other 80395 EXT WARRANTY, TASER 7 HANDLE 3
Other 80374 EXT WARRANTY, TASER 7 BATTERY PACK 111
Other 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 1
Bundle: AB3 Camera Bundle Quantity: 93 Start: 3/15/2022 End: 3/14/2027 Total: 0 USD Category Item Description QTY
Camera 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 93 Spare Camera 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 3 Camera Mount 74028 WING CLIP MOUNT, AXON RAPIDLOCK 103
USB 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 103
Bundle: AB3 Multi Bay Dock Bundle Quantity: 17 Start: 3/15/2022 End: 3/14/2027 Total: 0 USD Category Item Description QTY
Dock 74210 AXON BODY 3 - 8 BAY DOCK 17
Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 17 Bundle: AB3 1-Bay Dock Bundle Quantity: 4 Start: 3/15/2022 End: 3/14/2027 Total: 0 USD Category Item Description QTY
1-Bay Dock 74211 AXON BODY 3 - 1 BAY DOCK 4
1-Bay Power Cord 71104 NORTH AMER POWER CORD FOR AB3 1-BAY DOCK 4 Bundle: Body Worn Camera Multi-Bay Dock TAP Bundle Quantity: 5 Start: 3/15/2022 End: 3/14/2027 Total: 8850 USD Category Item Description QTY
Dock Warranty 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 5 Multi-Bay Dock Refresh 1 73689 MULTI-BAY BWC DOCK 1ST REFRESH 5 Multi-Bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH 5 Bundle: Body Worn Camera Single-Bay Dock TAP Bundle Quantity: 4 Start: 3/15/2022 End: 3/14/2027 Total: 2160 USD CC Contract No. 22-003

EXHIBIT A
51 Non-Binding Budgetary Estimate
5 Q-336865-44538.697KP
Category Item Description QTY
Dock Warranty 80466 EXT WARRANTY, SINGLE-BAY DOCK (TAP) 4 Single-bay Dock Refresh 1 73313 1-BAY DOCK AXON CAMERA REFRESH ONE 4 Single-bay Dock Refresh 2 73314 1-BAY DOCK AXON CAMERA REFRESH TWO 4 Bundle: BWC Unlimited with TAP Quantity: 9 Start: 3/15/2022 End: 3/14/2027 Total: 48060 USD Category Item Description QTY
Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP) 9
E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746) 9 Camera Refresh 1 with Spares 73309 AXON CAMERA REFRESH ONE 9 Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 9 Camera Refresh 2 with Spares 73310 AXON CAMERA REFRESH TWO 9 A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 36 Bundle: AB3 Camera Bundle Quantity: 9 Start: 3/15/2022 End: 3/14/2027 Total: 0 USD Category Item Description QTY
Camera 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 9 Camera Mount 74028 WING CLIP MOUNT, AXON RAPIDLOCK 10
USB 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 10
Bundle: Dynamic Bundle Quantity: 1 Start: 3/15/2022 End: 3/14/2027 Total: 44477.4 USD Category Item Description QTY
Other 50037 AXON CLIENT SW (EACH CLIENT AND TOUCH PANEL) LICENSE ACCESS 3 Other 50045 INTERVIEW ROOM UNLIMITED EVIDENCE.COM STORAGE LICENSE 6 Other 71210 FLEET DOOR TRIGGER HARDWARE, US 45
Other 50043 AXON STREAMING SERVER MAINTENANCE (PER SERVER) 2 Bundle: Fleet 3 Advanced Quantity: 45 Start: 3/15/2022 End: 3/14/2027 Total: 561600 USD Category Item Description QTY
Storage 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA STORAGE, LICENSE 90 E.com License 80400 FLEET, VEHICLE LICENSE, LICENSE 45
ALPR License 80401 FLEET 3, ALPR LICENSE, 1 CAMERA, LICENSE 45 Respond License 80402 RESPOND DEVICE LICENSE - FLEET 3 - LICENSE 45 Camera Kit & Warranty 72036 FLEET 3 STANDARD 2 CAMERA KIT 45 Ethernet Cable 74110 FLEET ETHERNET CABLE, CAT6, 25 FT 45 Vehicle Installation 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 45 CC Contract No. 22-003

EXHIBIT A
52 Non-Binding Budgetary Estimate
6 Q-336865-44538.697KP
Camera Refresh 72040 FLEET REFRESH, 2 CAMERA KIT 45
Axon Signal Unit 70112 AXON SIGNAL UNIT 45
Cable Assembly 70117 AXON SIGNAL UNIT, CABLE ASSEMBLY 45 Spare Camera Kit & Warranty 72036 FLEET 3 STANDARD 2 CAMERA KIT 1 Spare Camera Refresh 72040 FLEET REFRESH, 2 CAMERA KIT 1 Other 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 45
Other 80379 EXT WARRANTY, FLEET 2 SIGNAL UNIT 45
Other 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 1
Bundle: Dynamic Bundle Quantity: 45 Start: 3/15/2022 End: 3/14/2027 Total: 148455 USD Category Item Description QTY
Other 100146 CRADLEPOINT R1900-5GB-GA+5YR NETCLOUD 45
Other 71203 FLEET ANT, AIRGAIN, 7-IN-1, 4LTE/5G, 2WIFI, 1GNSS, BL 45 This Rough Order of Magnitude estimate is being provided for budgetary and planning purposes only. It is non-binding and is not considered a contractable offer for sale of Axon goods or services.

Tax is estimated based
on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Exceptions to Standard
Terms and Conditions
Agency has existing contracts #00017234, #00012578, and #00012579 (originated via Q-165879 Q-103332) and is terminating those contracts upon the new license start date (2/15/2022) of this quote.

The parties agree that Axon is granting a refund of $31,412.27 to refund paid, but undelivered services. This discount is based on a ship date range of 2/15/2022- 2/28/2022, resulting in a 3/15/2022 license date. Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon.

CC Contract No. 22-003

EXHIBIT A
53 Non-Binding Budgetary Estimate
7 Q-336865-44538.697KP
CC Contract No. 22-003

EXHIBIT A
54 Non-Binding Budgetary Estimate
1 FLEET STATEMENT OF WORK BETWEEN AXON ENTERPRISE AND AGENCY Introduction
This Statement of Work (“SOW”) has been made and entered into by and between Axon Enterprise, Inc. (“AXON”), and Livermore Police Dept. - CA the (“AGENCY”) for the purchase of the Axon Fleet in-car video solution (“FLEET”) and its supporting information, services and training. (AXON Technical Project Manager/The AXON installer)
Purpose and Intent
AGENCY states, and AXON understands and agrees, that Agency’s purpose and intent for entering into this SOW is for the AGENCY to obtain from AXON deliverables, which used solely in conjunction with AGENCY’s existing systems and equipment, which AGENCY specifically agrees to purchase or provide pursuant to the terms of this SOW.

This SOW contains the entire agreement between the parties. There are no promises, agreements, conditions, inducements, warranties or understandings, written or oral, expressed or
implied, between the parties, other than as set forth or referenced in the SOW.

Acceptance
Upon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form (“Acceptance Form”). AGENCY will sign the Acceptance Form acknowledging that services have been completed in substantial conformance with this SOW and the Agreement. If AGENCY reasonably believes AXON did not complete the professional services in conformance with this SOW, AGENCY must notify AXON in writing of the specific reasons within seven (7) calendar days from delivery of the Acceptance Form. AXON will remedy the issues to conform with this SOW and re-present the Acceptance Form for signature. If AXON does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of the Acceptance Form, AGENCY will be deemed to have accepted the services in accordance to this SOW.

Force Majeure
CC Contract No. 22-003

EXHIBIT A
55 Non-Binding Budgetary Estimate
2 Neither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party’s reasonable control and not avoidable by diligence.

Schedule Change
Each party shall
notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in-car Solution installation to be performed pursuant of this Statement of Work.

Axon Fleet Deliverables
Typically,
within (30) days of receiving this fully executed SOW, an AXON Technical Project Manager will deliver to AGENCY’s primary point of contact via electronic media, controlled documentation, guides, instructions and videos followed by available dates for the initial project review and customer readiness validation. Unless otherwise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only.

Security Clearance and Access
Upon AGENCY’s request,
AXON will provide the AGENCY a list of AXON employees, agents, installers or representatives which require access to the AGENCY’s facilities in order to perform Work pursuant of this Statement of Work. AXON will ensure that each employee, agent or representative has been informed or and consented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCY‘s facilities. AGENCY is responsible for providing AXON with all required instructions and documentation accompanying the security background check’s requirements.

Training
AXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train-the-trainer style method unless otherwise agreed upon between the AGENCY and AXON.

Local
Computer
CC Contract No. 22-003

EXHIBIT A
56 Non-Binding Budgetary Estimate
3 AGNECY is responsible for providing a mobile data computer (MDC) with the same software, hardware, and configuration that AGENCY personnel will use with the AXON system being installed. AGENCY is responsible
for making certain that any and all security settings (port openings, firewall settings, antivirus software, virtual private network, routing, etc.) are made prior to the installation, configuration and testing of the aforementioned deliverables.

Network
AGENCY is responsible for making certain that any and all network(s) route traffic to appropriate endpoints and AXON is not liable for network breach, data interception, or loss of data due to misconfigured firewall settings or virus infection, except to the extent that such virus or infection is caused, in whole or in part, by defects in the deliverables.

Cradlepoint Router
When applicable, AGENCY must provide AXON Installers with temporary administrative access to Cradlepoint’s NetCloud Manager to the extent necessary to perform Work pursuant of this Statement of Work.

Evidence.com
AGENCY must provide AXON Installers with temporary administrative access to Axon Evidence.com to the extent necessary to perform Work pursuant of this SOW.

Wireless Upload System
If purchased by the AGENCY, on such dates and times mutually agreed upon by the parties, AXON will install and configure into AGENCY’s existing network a wireless network infrastructure as identified in the AGENCY’s binding quote based on conditions of the sale.

VEHICLE INSTALLATION
Preparedness
CC Contract No. 22-003

EXHIBIT A
57 Non-Binding Budgetary Estimate
4 On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer less weapons and items of evidence.

Vehicle(s) will be deemed ‘out of service’ to the extent necessary to perform Work pursuant of this SOW.

Existing Mobile Video Camera System Removal
On such dates
and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer which will remove from said vehicles all components of the existing mobile video camera system unless otherwise agreed upon by the AGENCY.

Major components will be salvaged by the AXON Installer for auction by the AGENCY. Wires and cables are not considered expendable and will not be salvaged. Salvaged components will be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space.

Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s systems’ operation to identify and operate, documenting any existing component or system failures and in detail, identify which components of the existing mobile video camera system will be removed by the AXON Installer.

In-Car Hardware/Software Delivery and Installation
On such dates and times mutually
agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer, who will install and configure in each vehicle in accordance with the specifications detailed in the system’s installation manual and its relevant addendum(s). Applicable in-car hardware will be installed and configured as defined and validated by the AGENCY during the pre-deployment discovery process.

If a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays due to a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCY. If the AXON Installer determines that a vehicle is not properly prepared for installation (“Not Fleet Ready”), such as a battery not being properly charged or properly up-fit for in-service, field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installation shall be agreed upon by the parties.

CC Contract No. 22-003

EXHIBIT A
58 Non-Binding Budgetary Estimate
5 Upon completion of installation and configuration, AXON will systematically test all installed and configured in-car hardware and software to ensure that ALL functions of the hardware and software are fully operational and that any deficiencies are corrected unless otherwise agreed upon by the AGENCY, installation, configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation.

Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s existing systems’ operation to identify, document any existing component
or vehicle systems’ failures. Prior to any vehicle up-fitting the AXON Installer will introduce the system’s components, basic functions, integrations and systems overview along with reference to AXON approved, AGENCY manuals, guides, portals and videos. It is both the responsibility of the AGENCY and the AXON Installer to agree on placement of each components, the antenna(s), integration recording trigger sources and customer preferred power, ground and ignition sources prior to permanent or temporary installation of an Axon Fleet camera solution in each vehicle type.

Agreed placement will be documented by the AXON Installer.

AXON welcomes up to 5 persons per system operation
training session per day, and unless otherwise agreed upon by the AGENCY, the first vehicle will be used for an installation training demonstration. The second vehicle will be used for an assisted installation training demonstration. The installation training session is customary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations.

CC Contract No. 22-003

EXHIBIT A
59 Non-Binding Budgetary Estimate
6 The customary training session does not ‘certify’ a non-AXON Installer, customer-employed Installer or customer 3rd party Installer, since the AXON Fleet products does not offer an Installer certification program. Any work performed by non-AXON Installer, customer-employed Installer or customer 3rd party Installer is not warrantied by AXON, and AXON is not liable for any damage to the vehicle and its existing systems and AXON Fleet hardware.

CC Contract No. 22-003

EXHIBIT A
60 CITY COUNCIL STAFF REPORT
ITEM NO. 5.3

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Bhavna Chaudhary, Acting Administrative Services Director SUBJECT:

Resolution authorizing execution of the renewal subscription agreement with Info-Tech Research Group for Information Technology (IT) and Cybersecurity research, advisory, and consulting services in an amount not-to-exceed $170,000

RECOMMENDED ACTION

Staff recommends City Council authorize execution of the renewal subscription agreement with Info- Tech research Group under their Federal GSA supply schedule for a three-year term not-to-exceed $170,000.

SUMMARY
Info-Tech Research Group provides Information Technology (IT) and Cybersecurity research, advisory, and consulting services including technology-based business research, industry-specific reporting, best- practice methodologies, benchmarking, and market analysis research. Info-Tech's library of research and consulting are needed practice aids for proper Governance of Information and Technology. Without consultant services the IT and Cybersecurity divisions would need additional staffing and budget to conduct research.

DISCUSSION
Info-Tech Research Group provides the City with a number of resources including software and service reviews, monthly local government roundtable meetings, project blueprints, tool and templates, online workshops, training, unlimited analyst calls, contract reviews, industry research, industry benchmarking, and a dedicated executive advisor.

In the last year, City staff have leveraged many tools, templates, training resources, analysis calls, advisory calls, and industry research resources. The City will be leveraging Info-Tech’s online workshop in January to conduct an IT and Cybersecurity strategic plan. Last year the City also conducted five assessments from Info-Tech including:

CIO Business Vision InfoTech Assessment
Security Business Satisfaction & Alignment Assessment
61 End User Satisfaction Survey
Security Governance & Management Scorecard Assessment
CIO/CEO Alignment Assessment

Staff recommends Council authorize execution of the renewal subscription agreement with Info-Tech Research Group under their Federal GSA supply schedule for a three-year term not-to-exceed $170,000.

The Federal GSA supply schedule is a long-term governmentwide contract with commercial firms providing federal, state, and local government buyers access to more than 11 million commercial supplies (products) and services at volume discount pricing. By leveraging the Federal GSA schedule the City ensures a best value prices for those product and services.

The use of the Federal GSA supply schedule is authorized by Livermore Municipal Code 2.68.390 "
Purchases of supplies and equipment through cooperative purchasing arrangements."

FISCAL AND ADMINISTRATIVE IMPACTS
An appropriation for Info-Tech Research Group subscription already exists in both years of the current budget as part of the Cybersecurity Fund (725), therefore no additional appropriation is necessary.

Appropriations sufficient to cover future year's licensing costs will be incorporated into future budget cycles for approval.

ATTACHMENTS

1. Info-Tech GSA Federal Supply Schedule

2. Resolution

3. Exhibit A - City of Livermore ITRG Membership Renewal df

Prepared by: Donald Hester
Acting Administrative Services Director

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

62 U.S. General Services
Administration
On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!
®, a menu-driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov.

SCHEDULE Multiple Award Schedule (MAS)
LARGE CATEGORY Information Technology
SUBCATEGORY IT Services, IT Software
SPECIAL ITEM NUMBER (SIN) 511210 Software Licenses
54151S Information Technology
Professional Services
OLM Order Level Materials
FCS/PSC CODE DA01 IT and Telecom - Business Application/Application Development Suppor
t Services (Labor)
7A21 IT and Telecom - Business Application Software (Perpetual License Software)
CONTRACT NUMBER GS-35F-298GA
PERIOD COVERED BY CONTRACT March 17, 2017 to March 16, 2022 Pricelist current through Modification PA-0033 Effective August 05, 2021 For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov.

Info-Tech Research Group Inc.
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169 | 1-888-670-8889, 702-446-3782 (Fax) | www.infotech.com Business size: Large Business
Federal Supply Service
Authorized Federal Supply
Schedule Price List
2021-758 JKS/KJT
ATTACHMENT 1
63 Customer Information 3
About Info-Tech Research Group (ITRG) 5
GSA Offering – Ser
vice Levels 7
Service Levels GSA Rates
Membership Features 10
Product & Feature Definitions 12
GSA Offering – C
onsulting 25
Labor Category Descriptions
Experience/Education Substitution Methodology
Labor Category GSA Rates
GSA Offering – Software Licenses 33
Service Lev
el Details 34
Accessing Info-Tech Services
Dedicated Account Management
Info-Tech GSA Approved Terms of Use 35
Info-Tech GSA Appro
ved Privacy Policy 40
myPolicies GSA Approv
ed Terms of Use 42

McLean & Company GSA Of
fering – Service Levels 47
Service Levels GSA Rates
McLean & Company Membership Features 51
McLean & Company Product Off
ering 52
McLean & Company GSA Appro
ved Terms of Use 65
McLean & Company GSA Appro
ved Privacy Policy 70

INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 2 2021-758 JKS/KJT
ATTACHMENT 1
64 Customer
Information
1 Awarded Special Item Number (SIN) SIN 511210 Software Licenses SIN 54151S Information Technology Professional Services OLM Order Level Materials
*Eligible for Cooperative Purchasing and Disaster Recovery 2 Maximum order $500,000.00
3 Minimum order $100.00
4 Geographic coverage (delivery area) Domestic delivery within 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and US territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. 5 Point(s) of production London, Ontario, CANADA
6 Discount from list prices or
statement of net price
GSA prices represent net price with discount included.

To view and order from the complete catalog of products available under this GSA Schedule, please search under our contract number at the GSA Advantage! website. 7 Quantity discounts None
8 Prompt payment terms 0%, Net 30 days
Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9 Foreign items All offerings are of Canadian origin.
10a Time of delivery 1-day ARO
10b Expedited delivery Not applicable
10c Overnight and 2-day delivery Not applicable
10d Urgent requirements Not applicable
11 FOB point(s) FOB destination
12a Ordering addresses Info-Tech Research Group Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169

CUSTOMER INFORMATION
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 3 2021-758 JKS/KJT
ATTACHMENT 1
65 12b Ordering procedures For supplies and services, the ordering procedures information on Blanket Purchase Agreements (BPAs) is found in Federal Acquisition Regulation (FAR) 8.405-3 13 Payment address Info-Tech Research Group Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
14 Warranty provision Refer to GSA Approved Terms of Use and Privacy Policy 15 Export packing charges Not covered on contract
16 Terms and conditions of rental,
maintenance, and repair (if applicable)
Not applicable
17 Terms and conditions of installation
(if applicable)
Not applicable
18a Terms and conditions of repair parts
indicating date of parts price lists
and any discounts from list prices
(if applicable)
Not applicable
18b Terms and conditions for any other
services (if applicable)
Not applicable
19 List of service and distribution points
20 List of participating dealers Not applicable
21 Preventive maintenance Not applicable
22a Special attributes such as environ-
mental attributes (e.g., recycled
content, energy efficiency, and/or
reduced pollutants)
Not applicable
22b If applicable, indicate that Section
508 compliance information is avail-
able on Electronic and Information
Technology (EIT) supplies and ser-
vices and show where full details can
be found (e.g., contractor’s website
or other location). The EIT standards
can be found at: www.Section508.
gov/.

Not applicable
23 Data Universal Number System
(DUNS) number
79692602
24 Notification regarding registration
in System for Award Management
(SAM) database
Info-Tech Research Group is registered in SAM.gov.

CUSTOMER INFORMATION
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 4 2021-758 JKS/KJT
ATTACHMENT 1
66 About Us
Info-Tech Research Group (“Info-Tech” or “ITRG”) is a full- service IT research, advisory, and professional services firm, founded in 1997, with over 700 full-time employees.

Over 40,000 members
from around the globe rely on Info-
Tech’s practical approach and best-in-class research
and services
to help them navigate their complex I
T and
business issues.

Our IT resear
ch, advisory, and consulting services include
technology-based business research, industry-specific
reporting, best-practice methodologies, benchmarking, and market analysis research.

Additionally, Info-Tech
’s HR research and advisory division,
McLean & Company, is the trusted partner of HR and
leadership professionals around the world. Our unparalleled offering includes
full-service assessments, practical action
plans, impactful training, and more.

Our Approach
Info-Tech offers a practical
approach to complex IT, HR,
and business issues. Our consultants, including veteran IT professionals and CXOs, work side by side with you and your team in a cooperative approach that delivers results and provides you with the tools you need for continued success.

Our Memberships
Info-Tech’s mem
bership options provide services tailored for
each role and member, ensuring clients pay only for services they are using. Our desire is to exceed expectations in delivering
business value through
the optimal execution of IT
strategies, governance, project management, applications, infrastructure, security, business intelligence, and various other IT- and HR-related disciplines.

How We’ll Work With You
Info-Tech’s team of in-house analysts are available to support you with your top issues, including process improvement and project management on technical issues as well as
strategic and management issues. We work with our clients as subject matter experts, developers, collaborators, and partners, connecting with individuals at their pace, not ours.

We understand that each working environment is unique,
and one size does not fit all.

About Info-Tech
Research Group
(Info-Tech or ITRG)
ITRG Advantage

The following describes how Info-Tech provides unmatched services via our subscription offerings:
• Research publications that are practical and built to ex ecute on projects.
• A research taxonomy that is connected and pr
ovides comprehensive coverage.
• Content format that is visual and built upon framework-driven content. • Analyst calls are structured to be a series of calls t o complete key initiatives.
• Contract Review Services offer thor
ough contract assessments where the member always retains the savings. • Executive services ar
e outcome driven based upon personalized relationships.

About Info- tech
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 5 2021-758 JKS/KJT
ATTACHMENT 1
67 • Our unique Concierge Services are high-impact, one-da y consulting engagements. • Benchmarking services are powerful diagnostic t
ools based on real data and included within memberships. • Our Workshops are five-da
y facilitated engagements to solve our members’ biggest issues/most-pressing projects and initiatives.
• Membership terms are designed to maximize usage and v alue.

ITRG’s GSA Offering
ITRG’s current GSA offering consists of the following:
• Service Levels
include advisory services, research content, and digital experiences. • Consulting provides expert practitioners and advisors t o effectively outsource IT initiatives or projects with the knowl- edge, skills, and tools to deliver quality-driven value. • Software Licenses – myPolicies is an online policy management and administration software that streamlines the cr
eation, approval, distribution, and monitoring of corporate policies, procedures, and forms.

About Info- tech
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 6 2021-758 JKS/KJT
ATTACHMENT 1
68 SIN MFR Part No Product Group Product Name Product Description Discount
Price Offered
To GSA
(Including
IFF)
54151S 21-009 Executive &
Leadership
Service
Levels
CIO Counselor
Membership
Key Membership Features:
•
A dedicated executive counselor to help y
ou reach your
goals and excel as a leader
• 8 full-day onsite/online counselor visits (4 additional days) • 5-day onsite or online workshop to complete a ke
y
initiative
• Access to Industry resear
ch & benchmarking
• PLUS: All features of the Ex
ecutive Counselor Membership
are included
$90,931.99
54151S 21-008 Executive &
Leadership
Service
Levels
Executive
Counselor
Membership
Key Membership Features:
•
A dedicated executive counselor to help y
ou reach your
goals and excel as a leader
• 4 full-day onsite/online counselor visits (2 additional days) • Unlimited access to Concierge Services
• 360° Personal Evaluation & Coaching Pr
ogram to advance
your career
• Boardroom-lev
el communication support
• PLUS: All features of the Counselor Membership ar
e
included
$52,644.84
54151S 21-007 Executive &
Leadership
Service
Levels
Counselor
Membership
Key Membership Features:
•
A dedicated executive counselor to help y
ou reach your
goals and excel as a leader
• 2 full-day onsite/online counselor visits
• Unlimited software selection engagements
• Custom benchmarking access
• Access to McLean & Company
• HR research
• 90-day “Follow-Me” Ser
vice for leaders in transition
• PLUS: All features of the Leadership Membership ar
e
included
$42,115.87
54151S 21-006 Executive &
Leadership
Service
Levels
Leadership
Membership
Key Membership Features:
•
An executive advisor to ensur
e you get the most out of
your membership
• Front-of-the-line analyst access
• Unlimited Contract Review service
• Unlimited analyst calls to help you through y
our most
challenging projects
• Full access to all diagnostic benchmarking programs
• One annual software selection engagement
• PLUS: All features of the Advisor
y Membership are
• included
$25,460.96
GSA Offering
– Service Levels (SIN 54151S)
About Info- tech
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 7 2021-758 JKS/KJT
ATTACHMENT 1
69 54151S 21-005 Advisory &
Team Service
Levels
Advisory
Membership
Key Membership Features:
•
An executive advisor to ensur
e you get the most out of
your membership
• Unlimited analyst calls to help you through y
our most
challenging projects
• Access to 100+ research analysts with deep subject
matter exper
tise
• Full access to all diagnostic benchmarking programs
• One annual software selection engagement
• PLUS: All features of the T
eam Membership are included
$18,760.71
54151S 21-035 Advisory &
Team Service
Levels
Industry
Roundtable &
Benchmarking
Access to industry-specific content and benchmarking
Industry-specific advisory service included
Coverage includes:

Government, Professional Services, Financial Services, Retail & Wholesale, Professional Associations, Transportation & Warehousing Gaming & Hospitalities, Media & Information, Arts & Entertainment, Manufacturing, Education, Healthcare, Utilities, Construction, Mining, Real Estate, Food & Beverage, Agriculture
$18,760.71
54151S 20-030 Advisory &
Team Service
Levels
Concierge
Service
•
Unlimited access to 20+ high-impact Concierge Services
• Accelerated 1-day consulting
• Engagements with onsite or online delivery
• Also available to Advisor
y & Team Services Levels (Small
Enterprise)
$18,760.71
54151S 21-004 Advisory &
Team Service
Levels (Small
Enterprise)
Small Enterprise
Advisory
Membership
Key Membership Features:
•
An executive advisor to ensur
e you get the most out of
your membership
• Unlimited analyst calls to help you through y
our most
challenging projects
• Access to 100+ research analysts with deep subject
matter exper
tise
• Full access to all diagnostic benchmarking programs
• One annual software selection engagement
• One Contract Review engagement
• PLUS: All features of the T
eam Membership are included
$14,261.96
54151S 21-036 Advisory &
Team Service
Levels (Small
Enterprise)
Industry
Research and
Benchmarking
(Small
Enterprise)
Access to industry-specific content and benchmarking
Industry-specific advisory service included
Coverage includes:

Government, Professional Services, Financial Services, Retail & Wholesale, Professional Associations, Transportation & Warehousing Gaming & Hospitalities, Media & Information, Arts & Entertainment, Manufacturing, Education, Healthcare, Utilities, Construction, Mining, Real Estate, Food & Beverage, Agriculture
$4,690.18
54151S 21-101 Advisory &
Team Service
Levels
Team
Membership
Key Membership Features:
•
Unlimited role-based access to all resear
ch & project
methodologies
• Access to the Info-Tech Academy online eLearning
platform
•
Unlimited software selection content & reports
• IT Leadership Development Cer
tificate & Online Training
Program
$2,775.82
About Info- tech
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 8 2021-758 JKS/KJT
ATTACHMENT 1
70 54151S WSHOP-076 Info-Tech
Research
Group
Onsite
Workshop
Onsite Workshops offer an easy way to accelerate your
project. We take you through every phase of your project and ensure you have a roadmap in place to complete your project successfully. Over the course of five days, our expert facilitators help you complete a key initiative, work through critical project deliverables, and train your team.
$17,372.80
54151S WSHOP-077 Info-Tech
Research
Group
Add an Onsite
Workshop to
Info-Tech
Membership
Add an Onsite Workshop to an Info-Tech Membership to
obtain our lowest Onsite Workshop prices (limited to one workshop per Info-Tech Membership at this price).
1 Onsite Workshop: Increase your level of support by adding onsite expert services to your Info-Tech Membership.

Engage your team for up to 5 days in an Onsite Workshop on any number of core IT processes or IT projects, facilitated by the analysts who wrote the research.
$13,898.24
About Info- tech
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 9 2021-758 JKS/KJT
ATTACHMENT 1
71 Membership Features
CIO
Counselor
Membership
Executive
Counselor
Membership
Counselor
Membership
Leadership
Membership
Advisory
Membership
Team
Membership
Reference
Membership
Service Delivery
Dedicated Executive
Counselor   
Onsite Counselor Visits 8/year 4/year 2/year
Executive Advisor  
Custom Key Initiative Plan     
Advisory Services
Five-Day Onsite or Online
Workshop* 
Industry Advisory Access*  (Optional) **
Concierge Services*  
Custom Benchmarking   
Software Selection
as a Service
Unlimited Unlimited Unlimited 1/year 1/year
Contract Review Service Unlimited Unlimited Unlimited Unlimited Analyst Calls Unlimited Unlimited Unlimited Unlimited Unlimited Front-of-the-Line Analyst
Access
   
Research Content
Industry Research &
Benchmarking*  (Optional) **
Technology Project Research       
IT Process Research       
People & Leadership Research       
Tools & Templates Library       
Software Selection Content       
McLean & Company HR
Research
  
Digital Experiences
Info-Tech Academy Training
Platform       
Leadership Development
Program
     
IT Diagnostic & Benchmarking
Programs
    
IT Metrics Dashboard     
Industry Roundtables
- Virtual
    
360-Degree Feedback Tool  
* Product is available as a separate add-on
** Feature can be added to Membership as a substitute for onsite visits MeMbersh Ip feAtures
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 10 2021-758 JKS/KJT
ATTACHMENT 1
72 SE Membership Features
CIO
Counselor
Membership
Executive
Counselor
Membership
Counselor
Membership
Leadership
Membership
SE Advisory
Membership
Team
Membership
Reference
Membership
Service Delivery
Dedicated Executive
Counselor   
Onsite Counselor Visits 8/year 4/year 2/year
Executive Advisor  
Custom Key Initiative Plan     
Advisory Services
Five-Day Onsite or Online
Workshop* 
Industry Advisory Access*  (Optional) **
Concierge Services*  
Custom Benchmarking   
Software Selection as a
Service
Unlimited Unlimited Unlimited 1/year 1/year
Contract Review Service Unlimited Unlimited Unlimited Unlimited 1/year Analyst Calls Unlimited Unlimited Unlimited Unlimited Unlimited Front-of-the-Line Analyst
Access
   
Research Content
Industry Research &
Benchmarking*  (Optional) **
Technology Project Research       
IT Process Research       
People & Leadership Research       
Tools & Templates Library       
Software Selection Content       
McLean & Company HR
Research
  
Digital Experiences
Info-Tech Academy Training
Platform       
Leadership Development
Program
     
IT Diagnostic & Benchmarking
Programs
    
IT Metrics Dashboard     
Industry Roundtables
- Virtual
    
360-Degree Feedback Tool  
* Product is available as a separate add-on
** Feature can be added to Membership as a substitute for onsite visits MeMbersh Ip feAtures
INFO-TECH RESEARCH GROUP AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST 11 2021-758 JKS/KJT
ATTACHMENT 1
73 Product & Feature Definitions
Service Delivery
Dedicated Executive
Counselor
Members receive personalized and confidential one-on-one support from a seasoned IT executive to achieve their personal/ organizational goals, grow as a leader, and prepare for the next chapter of their career.

Onsite Counselor Visits
The Executive Counselor will travel to the member’s location throughout the year to spend the day working through the member’s agenda. The Counselor will address their top personal and organizational challenges, presenting relevant research and con- ducting working sessions.

Executive Advisor Executive Advisors provide quarterly strategy planning support calls to members to help curate membership content and ensure they succeed against their initiatives.

Custom Key Initiative Plan A fully customized plan of the member’s top three to five initiatives mapped to all relevant Info-Tech content and experiences to assist with execution and to ensure success.

Advisory Services
Five-Day Onsite or Online
Workshop*
A five-day onsite or online engagement where our expert facilitators help our members complete a key initiative, work through critical project deliverables, and train your team.

Industry Advisory Access* Unlimited phone access to our team of industry experts to guide members through our industry research content and provide insights into the specific trends and challenges of our members’ industries.

Concierge Services* A powerful set of over 20 high-impact, single-day consulting engagements designed to be delivered online or onsite.

Custom Benchmarking The ability to request customized benchmark reporting from our vast database and member network by using our diagnostics & benchmarking.

Software Selection as a
Service Five advisory calls over a five-week period to accelerate and improve the member’s software selection process.

Contract Review Service
Unlimited access to our IT contracts experts where they will provide members with a thorough assessment of the terms and conditions and proposed spending to help the member get the best deal possible. The member receives a written summary of the notes and recommended next steps to optimize upcoming purchases and renewals.

Analyst Calls
Unlimited phone access to our team of subject matter experts to guide members through their most challenging technology projects. An analyst from the team who wrote the research works with the member at key project milestones to advise, coach, and offer insight.

Front-of-the-Line Analyst
Access Members receive priority booking and are guaranteed an analyst call within one business day after the request is submitted.

Research Content
Industry Research &
Benchmarking*
In-depth, industry-specific research content that includes benchmarking reports, trends analysis, technology evaluations, and reference architectures.

Technology Project
Research
Over 450 do-it-yourself project blueprints to help our members save time and money when executing their most-critical IT initiatives.

IT Process Research A comprehensive and connected set of 45 project methodologies and best practices for improving and optimizing core IT processes.

People & Leadership
Research Strategies on how to lead teams effectively and resources proven to help you become a better manager.

Tools & Templates Library Members save time creating critical IT documents and project deliverables with our massive, ready-to-deploy library of over 1,000 tools and templates.

Software Selection
Content SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and business leaders.

McLean & Company HR
Research
Unlimited access to all HR research content through our human resources division, McLean & Company.

Digital Experiences
Info-Tech Academy
Training Platform An online learning management platform with 100+ hours of video content, 50+ quizzes, and 9 certification programs.

Leadership Development
Program
An online or in-person leadership program focused on improving decision-making and people-management skills for high-po- tential staff.

IT Diagnostic &
Benchmarking Programs
Over 20 prebuilt survey programs to ask business and IT stakeholders insightful questions and convert their responses into reports that help IT departments make critical decisions.

IT Metrics Dashboard An online portal for collaboratively collecting, managing, and communicating success on key IT metrics and projects.

Industry Roundtables
- Virtual
Access to monthly virtual industry roundtable discussions and peer networking to explore common challenges, share best practices, and help shape our industry research agenda. 360-Degree Feedback
Tool
An easy-to-use, customizable employee feedback tool to give IT leaders a multi-faceted evaluation across their key competencies.
product & feAture defInItIons
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74 CIO Counselor Membership
The CIO Counselor is our premier membership designed to help CIOs in larger, complex organizations deliver results and improve their effectiveness as a leader. It includes all available content and services and is the best way to expe- rience Info-Tech.

Service Delivery
Dedicated Executive Counselor
Members receive personalized and confidential one-on-one support from a seasoned IT executive to achieve their per- sonal/organizational goals, grow as a leader, and prepare for the next chapter of their career.

Also Includes:
•
8 Onsite Counselor Visits
• Custom Key Initiativ
e Plan
• Designated Account Manager
Research Content
Project Blueprints
Over 450 step-by-step project methodologies to help
members execute technology projects and improve core
IT processes.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and
business leaders.

Premium Industry Content
In-depth, industry-specific research content that includes benchmarking reports, trends analysis, technology
evaluations, and reference architectures.

Also Includes:
•
People & Leadership Research
• McLean & Company HR Research
Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
Sample Industry Content
product & feAture defInItIons
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75 CIO Counselor Membership
Advisory Services
Onsite or Online Workshop
A one-week collaborative engagement where our expert an- alysts help you complete one of your most urgent initiatives, produce a finished deliverable, and transfer knowledge to your team.

Unlimited Analyst Calls
Unlimited phone access to our team of subject matter
experts to guide you through your most challenging tech- nology projects. An analyst from the team who wrote the research works with the member at key project milestones to advise, coach, and offer insight.

Industry Research & Benchmarking
In-depth, industry-specific research content and advisory service that includes benchmarking reports, trends analysis, technology evaluations, and reference architectures.

Also Includes:
•
Concierge Services
• Software Selection as a Service
• Contract Review Service
• Custom Benchmarking
• Front-of-the-Line Analyst Access
Digital Experiences
IT Diagnostic & Benchmarking Programs
Over 20 prebuilt survey programs to ask business and
IT stakeholders insightful questions and convert their
responses into reports that help IT departments make
critical decisions.

Info-Tech Academy Training Platform
An online learning management platform with 100+ hours
of video content, 50+ quizzes, and 9 certification programs.

Also Includes:
•
Industry Roundtable – Virtual
• IT Metrics Dashboard
• Leadership Development Program
• 360-Degree Feedback Tool
Sample
Diagnostic
Report
product & feAture defInItIons
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76 Executive Counselor Membership
The Executive Counselor is one of our top memberships,
designed to help CIOs and IT leaders deliver value, achieve goals, and improve and grow the contributions of IT. It in- cludes all People & Leadership content required to manage the department and develop as a leader.

Also Includes:
•
4 Onsite Counselor Visits
• Custom Key Initiativ
e Plan
• Designated Account Manager
Research Content
Project Blueprints
Over 450 step-by-step project methodologies to help
members execute technology projects and improve core
IT processes.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and
business leaders.

McLean & Company HR Research
Unlimited access to all human resources research content through our HR division, McLean & Company.

Also Includes:
•
People & Leadership Research
• IT Process Research
Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
product & feAture defInItIons
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77 Executive Counselor Membership
Advisory Services
Onsite or Online Workshop
A one-week collaborative engagement where our expert an- alysts help you complete one of your most urgent initiatives, produce a finished deliverable, and transfer knowledge to your team.

Also Includes:
•
Concierge Services
• Software Selection as a Service
• Contract Review Service
• Custom Benchmarking
• Front-of-the-Line Analyst Access
Digital Experiences
IT Diagnostic & Benchmarking Programs
Over 20 prebuilt survey programs to ask business and IT stakeholders insightful questions and convert their responses into reports that help IT departments make critical decisions.

Info-Tech Academy Training Platform
An online learning management platform with 100+ hours of video content, 50+ quizzes, and 9 certification programs.

Also Includes:
•
Industry Roundtable – Virtual
• IT Metrics Dashboard
• Leadership Development Program
• 360-Degree Feedback Tool
Sample
Diagnostic
Report
product & feAture defInItIons
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78 Counselor Membership
The Counselor membership is designed to improve the
maturity of IT and develop CIOs and IT leaders with expert guidance complemented by robust services, research, tools, and resources. It includes our most popular content and ser- vices to execute key initiatives.

Also Includes:
•
2 Onsite Counselor Visits
• Custom Key Initiativ
e Plan
• Designated Account Manager
Research Content
Project Blueprints
Over 450 step-by-step project methodologies to help
members execute technology projects and improve core
IT processes.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and
business leaders.

McLean & Company HR Research
Unlimited access to all human resources research content through our HR division, McLean & Company.

Also Includes:
•
People & Leadership Research
• IT Process Research
Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
product & feAture defInItIons
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ATTACHMENT 1
79 Counselor Membership
Advisory Services
Software Selection as a Service
Five advisory calls over a five-week period to accelerate and improve the member’s software selection process.

Custom Benchmarking
The ability to request customized benchmark reporting
from our vast database and member network by using our
Diagnostic & Benchmarking Programs.

Also Includes:
•
Contract Review Service
• Front-of-the-Line Analyst Access
Digital Experiences
IT Diagnostic & Benchmarking Programs
Over 20 prebuilt survey programs to ask business and
IT stakeholders insightful questions and convert their
responses into reports that help IT departments make
critical decisions.

Info-Tech Academy Training Platform
An online learning management platform with 100+
hours of video content, 50+ quizzes, and 9 certification programs.

Also Includes:
•
Industry Roundtable – Virtual
• IT Metrics Dashboard
• Leadership Development Program
Sample
Diagnostic
Report
product & feAture defInItIons
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80 Leadership Membership
The Leadership membership is designed to help IT lead-
ers manage teams, improve processes, and save time with access to analysts and world-class research, services, tools, and templates. It includes our most popular content and ser- vices to execute on IT projects.

Service Delivery
Executive Advisor
Executive Advisors provide quarterly strategy planning sup- port calls to members to help curate membership content and ensure they succeed against their initiatives.

Also Includes:
•
Custom Key Initiativ
e Plan
• Designated Account Manager
Research Content
Project Blueprints
Over 450 step-by-step project methodologies to help
members execute technology projects and improve core
IT processes.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and
business leaders.

People & Leadership Research
Strategies on how to lead teams effectively and resources proven to help you become a better manager.

Also Includes:
•
IT Process Research
Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
product & feAture defInItIons
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81 Leadership Membership
Advisory Services
Software Selection as a Service (1/year)
Five advisory calls over a five-week period to accelerate and improve the member’s software selection process.

Contract Review Service
Unlimited access to our IT contracts experts where they pro- vide members with a thorough assessment of the terms and conditions and proposed spending to help them get the best deal possible. The member receives a written summary of the notes and recommended next steps to optimize upcom- ing purchases and renewals.

Also Includes:
•
Front-of-the-Line Analyst Access
Digital Experiences
IT Diagnostic & Benchmarking Programs
Over 20 prebuilt survey programs to ask business and
IT stakeholders insightful questions and convert their
responses into reports that help IT departments make
critical decisions.

Info-Tech Academy Training Platform
An online learning management platform with 100+ hours
of video content, 50+ quizzes, and 9 certification programs.

Also Includes:
•
Industry Roundtable – Virtual
• IT Metrics Dashboard
• Leadership Development Program
Sample
Diagnostic
Report
product & feAture defInItIons
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82 Advisory Membership
The Advisory membership is designed to help IT leaders
and managers complete projects and improve processes
by leveraging our team of expert analysts and world-class research. It includes our basic content and services and is a great way for IT employees to experience and leverage the core services of Info-Tech.

Service Delivery
Executive Advisor
Executive Advisors provide quarterly strategy planning
support calls to members to help curate membership
content and ensure they succeed against their initiatives.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings
reports that aggregate feedback from real IT professionals and business leaders.

People & Leadership Research
Strategies on how to lead teams effectively and resources proven to help you become a better manager.

Also Includes:
•
IT Process Research
Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
product & feAture defInItIons
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ATTACHMENT 1
83 Advisory Membership
Advisory Services
Software Selection as a Service (1/year)
Five advisory calls over a five-week period to accelerate and improve the member’s software selection process.

Digital Experiences
IT Diagnostic & Benchmarking Programs
Over 20 prebuilt survey programs to ask business and
IT stakeholders insightful questions and convert their
responses into reports that help IT departments make
critical decisions.

Info-Tech Academy Training Platform
An online learning management platform with 100+ hours
of video content, 50+ quizzes, and 9 certification programs.

Also Includes:
•
Industry Roundtable – Virtual
• IT Metrics Dashboard
• Leadership Development Program
Sample
Diagnostic
Report
product & feAture defInItIons
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84 Team Membership
The Team membership is our basic membership designed
to help IT managers and employees execute on projects
and improve processes with world-class research, tools, and templates. It includes the core research product and is a great way to become familiar with Info-Tech.

Service Delivery
Account Manager
Your Account Manager will ensure you get the most value from your membership by helping you understand your
entitlements and the resources you can leverage to help you excel in your role.

Research Content
Project Blueprints
Over 450 step-by-step project methodologies to help mem- bers execute technology projects and improve core
IT processes.

Tools & Templates Library
Over 1,000 ready-to-deploy tools and templates to save
members time creating critical IT documents and project deliverables.

People & Leadership Research
Strategies on how to lead teams effectively and resources proven to help you become a better manager.

IT Process Research
A comprehensive and connected set of 45 project meth-
odologies and best practices for improving and optimizing core IT processes.

Software Selection Content
SoftwareReviews’ vendor evaluations and rankings reports that aggregate feedback from real IT professionals and
business leaders.

Sample Key Initiative Plan
Sample Template
Sample Data Quadrant Report
product & feAture defInItIons
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85 Team Membership
Digital Experiences
Leadership Development Program
An online or in-person leadership program focused on
improving decision-making and people-management skills
for high-potential staff.

Info-Tech Academy Training Platform
An online learning management platform with 100+ hours
of video content, 50+ quizzes, and 9 certification programs.

Sample
Diagnostic
Report
product & feAture defInItIons
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86 Info-Tech Research Group is a full-service professional IT research, advisory, and professional services firm founded in 1997, with approximately 700 full-time employees through - out North America. Our services include technology-based business research, industry-specific reporting, best-practice methodologies, benchmarking, and market analysis research.

Info-Tech offers a practical approach to complex technology and business issues.

Our consulting services provide you with expert practitioners and advisors throughout the duration of your engagement, enabling you to effectively outsource your IT initiative or project to those with the knowledge, skills, and tools to deliver quality-driven value. Info-Tech Consulting Services blends the insights of our more than 30,000 members with the
market-approved talents and methodologies of our consulting staff to bring your organization a unique, powerful, and holistic professional services offering.

Leveraging the deep knowledge of our renowned research
firm, our management consultants build practical, tactical, and actionable roadmaps for IT departments to harness the power of technology. Whether resolving complex issues or accelerating projects, our custom engagements drive mea- surable results, not only in the next three to six months but also in the years beyond.

With decades of IT consulting experience, our principals have introduced cultures of innovation across various in- dustries in public and private sectors, empowering IT profes- sionals to execute and accelerate strategic initiatives that drive value for their organization at any stage.

As part of the world’s fastest-growing IT research firm, our consultants are backed by a team of subject matter ex-
perts who have made careers of studying the nuances of
IT, together spending 70,000 hours annually researching best practices, benchmarks, and trends across numerous
industries.

GSA Offering – Consulting
(SIN 54151S)
GsA offer InG – consul tInG
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87 Info-Tech’s Scope of Work is defined broadly by the following strategic and high-value activities:

CIO Services
Info-Tech can provide the client with advisory services per- taining to Strategy, Transformation, and Governance to build a forward-looking organization. Through its Strategy prac- tice, Info-Tech can support leaders and executive teams by analyzing the client’s current state of initiatives and pro- cesses, identifying key organizational priorities, and building a forward-oriented, business-aligned strategy. Info-Tech can also provide transformation support and support the client through times of change by outlining a future-oriented digital delivery model and aligned business models. Lastly, Info-Tech CIO Services also provides Governance advisory, which includes improving decision making and building
alignment through process improvement, business-IT align- ment, and policy management.

Data and Analytics/AI
Info-Tech can provide the client with analysis and recommen- dations for developing data and analytics/BI/AI strategies, governance, assessment/benchmarking, system selections, applied research, operating models, business cases, and implementation roadmaps/plans to better meet business
objectives. Info-Tech can also assist the client with optimizing data management capabilities, including helping the client to mature data quality, metadata management, primary/
reference data, data architecture, data modeling, data ware- housing, and data integration. Info-Tech can provide ad - vanced analytics/BI/AI capabilities to the client to enable better business insight and more effective decision making.

Infrastructure
Info-Tech can provide the client with the development of IT Infrastructure services working to develop an IT infrastructure strategy that is right for the client’s needs. This includes IT cloud strategies, designs, roadmaps and selection services for infrastructure solutions encompassing private/public/ hybrid cloud services, data center migrations, secure remote work/unified communications, and business continuity plan- ning and disaster recovery planning program management.

Info-Tech can also assist with the complete IT infrastructure lifecycle from design to implementation, enabling the suc- cessful adoption of selected solutions.

Security
Info-Tech’s cybersecurity-certified consultants, engineers, and analysts provide a vendor-agnostic and holistic approach to identifying, managing, and remediating organizational risk. Our cybersecurity practice introduces operational stability, data privacy, and digital brand protection. Using industry-recog - nized frameworks and best practices, our consultants deliver repeatable, affordable, and goals-orientated solutions that meet the most complex enterprise requirements. Info-Tech’s core teams and partners are considered subject matter experts who have attained the highest industry certifications.

Independent Verification & Validation
Info-Tech can provide a variety of implementation/technical oversight and Independent Verification & Validation (IV&V) services. Using an adaptable methodology developed for
the UN and vetted through public and private clients, our goal is to help ensure the success of your project. We holis- tically evaluate the management areas (program manage - ment, team structure, risk management, staffing levels, etc.), major technical areas (development methodologies, quality assurance, data migration management, etc.), and major
communication areas (OCM, knowledge transfer, stakeholder management, etc.) to help the project meet its budgetary, scope, and timeline goals. We can adapt the methodology across virtually all moderate to large IT project types.

Vendor Management and Selection
Info-Tech can provide the client with Vendor advisory services including Vendor Management, Requirements Gathering,
and Vendor Selection and Benchmarking. Info-Tech Vendor services can build a vendor strategy for the client through interviews and analysis and identify recommendations
Info-Tech Research Group
Consulting – Scope
GsA offer InG – consul tInG
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ATTACHMENT 1
88 to optimize or develop a Vendor Management program.

Through its Requirements and Selection service, Info-Tech can support teams by building the case for change, evalu- ating key capabilities required, documenting functional and non-functional requirements aligned with the client’s needs, and using our strategic selection framework to assist the client during the vendor selection phase. Additionally, Info- Tech also offers Market Assessment and Benchmarking
services to assess the client’s market/solution landscape and benchmarking in terms of capabilities and spend.

Enterprise Applications
Info-Tech can provide the client with the development of enterprise application strategies, roadmaps, and selection services for solutions including ERP , HCM/HRIS, CRM/CXM, and most other business applications. This includes devel- oping solution requirements, RFPs/RFQs, vendor validation, and solution/implementation partner recommendations.

Info-Tech can also assist with implementation activities such as risk and change management, project manage -
ment, business process design, and testing/training sup- port to enable successful implementation and adoption of selected solutions. Additionally, Info-Tech can assist in the rationalization of your application portfolios and deliver a roadmap to achieve savings.

GsA offer InG – consul tInG
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ATTACHMENT 1
89 Item
No.

GSA Schedule
Labor Category
Minimum
Education
Minimum
Experience Labor Category Description
1 Vice President Master’s 12 years Lead and consult on large business process/technology transformation programs.

Manage business unit/segment. Advise technology clients. Deliver improvements and cost savings. Recruit, develop, and manage teams. Deliver value to customers.

Act as primary contact with client executives; plan and facilitate critical meetings.

Support clients in defining agenda or corporate strategy. Develop account plans and take responsibility for the development and growth of strategic client accounts.

Develop overall administrative, financial, and time commitments for multiple engagements; set overall goals and drive agendas to ensure goals are met. Manage multiple engagements and provide mentoring and guidance to project managers and team members. Perform engagement quality reviews and drive continuous improvement efforts. Act as a subject matter expert on engagements. Serve as a sounding board for engagement team’s strategic direction. Provide executive lead- ership on sales calls and oversee multiple proposal
development efforts.
2 Director Bachelor’s 12 years Extensive technology/business process knowledge in area(s) of expertise (SME).

Develop business/technology strategy capabilities. Drive client thinking and act as thought leader. Support client partners in defining client agenda or corporate strategy. Manage multiple engagements and provide mentoring and guidance to project managers and team members. Act as a subject matter expert on engage- ments. Perform engagement quality reviews and drive continuous improvement efforts. Plan and facilitate significant meetings with client executives. Develop overall administrative, financial, and time commitments for multiple projects and set overall goals for each. Ensure effective and creative idea generation among team members. Conduct primary research, including market surveys of customers, vendors, lines of business, and users, as well as secondary research. Analyze find- ings, develop insights, and integrate individual work streams into a single, cohesive report with client-specific actionable recommendations. 3 Senior Manager Bachelor’s 10 years Leading or consulting on large business process/technology projects and pro- grams. Drive client thinking and act as thought leader. Support client partner in defining client agenda or corporate strategy. Plan and facilitate significant meetings with client executives. Develop overall administrative, financial, and time commit- ments for multiple projects and set overall goals for each. Ensure effective and cre- ative idea generation among team members. Conduct primary research, including market surveys of vendors and users, as well as secondary research. Analyze findings, develop insights, and integrate individual work streams into a single, cohe- sive report with client-specific actionable recommendations. Prepare engagement review forms and provide coaching and mentoring for team members. Identify and pursue sales opportunities and leads, which may come from meetings, clients, other consultants, the sales force, vendors, and others. Support and assist the sales organization by making joint sales calls. Contribute to account plan development and proactively follow up on all assigned leads. Write and present proposals to prospective clients and contracts for engagements.

GsA offer InG – consul tInG
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ATTACHMENT 1
90 4 Manager Bachelor’s 8 years Manage and support business/technology projects. Plan and facilitate meetings with client project management. Meet with client and develop project questions, gain understanding of the client’s environment and assure that recommendations can be implemented. Manage small-to-medium teams by developing work plans and managing project execution timelines. Prepare engagement review forms for team members. As an independent contributor, complete sections of significant customized consulting assignments covering a variety of subject areas, including specific technologies and products, markets and market trends, competitor analysis, financial impact, etc. Act as project point person both internally and externally. Lead the team’s analytical thinking and structure for an assignment.

Conduct primary research, including market surveys of vendors and users, as well as secondary research. Analyze findings, develop insights, and integrate individual work streams into a single, cohesive report with client-specific actionable recom- mendations. Develop and submit content for proposals. Support development of work plan estimates and resource/staff plans. Recognize and report new business opportunities; collaborate with sales partners and subject matter experts to pursue and close opportunities.
5 Senior Consultant Bachelor’s 5 years Support business and technology projects by gathering, compiling, and analyzing data; surveying and statistical analysis; and developing deliverable reports. Participate in client conferences and take part in client communications.

Completesections of significant customized consulting assignments covering a variety of subject areas, including specific technologies and products, markets and market trends, competitor analysis, financial impact, etc. Provide the analytical thinking and structure for an assignment and participate in discussion groups.

Conduct and lead interviews and small meetings for assignment. Analyze findings, develop insights, and prepare reports with client-specific actionable recommen- dations. Monitor project execution to timeline and budget. Develop and submit content for proposals. Support development of work plan estimates and resource/ staff plans. May serve
as project manager for well-defined engagements.
6 Consultant Bachelor’s 2 years Provide analytical support to project team. Conduct research using library facilities, Info-Tech analysts, other Info-Tech resources, and primary research. Analyze, interpret, extrapolate, project, and model data to reach conclusions. Prepare written reports with text, charts, and spreadsheets for internal presentation and for inclu- sion in reports for clients. Participate in project/initiative planning and support the completion of estimates. May participate on lead qualification to learn processes and fundamental skills needed for consulting sales process. Participate in opening client conference at which the engagement is defined (kick-off meetings) and begin to take lead role for client communications. May participate in final conference with client at which final report is delivered. As assigned, complete sections of signifi- cant customized consulting assignments covering a variety of subject areas, includ- ing technologies, markets, products, competitive analysis, financial impact, etc.

GsA offer InG – consul tInG
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ATTACHMENT 1
91 A college degree is a valuable asset and communicates the caliber of the employee. Info-Tech Research Group (ITRG) has a standard commercial practice of allowing educa -
tion to be substituted for years of experience as shown in our Education Substitution Methodology (e.g. a Bachelor’s degree may be substituted for 4 years of required experience with a high school diploma). From ITRG’s years of experi - ence observing employee development, ITRG has deter-
mined that a beginner with a college degree is most likely to perform the work requirements to meet the quality assur- ance standards of the company.

ITRG has also found that actual on-the-job training (performing a job under the tutelage of a senior-level experienced man - ager) is an exceptionally valuable way to teach an employee how to perform a job that meets the high-quality standards expected by clients. ITRG has found that a non-degreed
employee after 4 years of specific experience in a position begins to perform at the same level as the degreed individual.

Therefore, ITRG also has a standard commercial practice of allowing experience to be substituted for education as shown in our Experience Substitution methodology (e.g.
high school diploma and 4 years of additional experience equals a Bachelor’s degree).

Criteria for Experience/Education
Substitutions Methodology
GsA offer InG – consul tInG
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ATTACHMENT 1
92 • High school diploma + 2 years’ additional
experience
• Trade/vocational school or technical training or
military
E
quals Associate’s Degree
• Associate’s degree + 2 y
ears’ additional
• experience
• High school diploma + 4 years’ additional
experience
•
High school diploma + professional or indus-
tr
y-standard technical certification in a relevant
field (e.g. Digital Video Engineering Professional,
Microsoft Certified Solutions Expert, Certified
Information Professional, Adobe Certified
Associate, Certified Meeting Professional)
Equals Bachelor’s Degree
•
Bachelor’s degree + 2 y
ears’ additional
experience
• High school diploma + professional license
(e.g. Project Management Pr
ofessional (PMP),
Strategic Communication Management
Professional)
Equals Master’s Degree
•
Master’s degree + 3 y
ears’ additional experience Equals Ph.D.

A Ph.D. may be substituted for 3 years of required experience with a Master’s degree or 5 years of required experience with a Bachelor’s degree.

A Master’s degree may be substituted for 2 years of required experience with a Bachelor’s degree.

A Bachelor’s degree may be substituted for 4 years of required experience with a high school diploma.

An Associate’s degree may be substituted for 2 years of required experience with a high school diploma.

A professional certification in a relevant field may be substituted for 4 years of required experience with a high school diploma.

Experience Substitutions
Experience Substitutions
GsA offer InG – consul tInG
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ATTACHMENT 1
93 GSA Offering – Consulting
(GSA Rates)
SIN Labor Category GSA Price (including IFF)
54151S Vice President $352.64
54151S Director $302.27
54151S Senior Manager $251.89
54151S Manager $201.51
54151S Senior Consultant $172.29
54151S Consultant $151.13
GsA offer InG – consul tInG
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ATTACHMENT 1
94 GSA Offering – Software
Licenses (SIN 511210)

MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI

PRICE OFFERED TO GSA
(including IFF)
MPO-017 myPolicies software annual
license - Small
myPolicies software license use for
small business
EA $ 2,584.38
MPO-018 myPolicies software annual
license - Medium
myPolicies software license use for
medium business
EA $6,221.66
MPO-019 myPolicies software annual
license - Large
myPolicies software license use for large
business
EA $12,443.32
MPO-020 myPolicies software annual
license per user - Enterprise
myPolicies software license use per user
for Enterprise business
EA $28.72
GsA offer InG – softwAre lIcenses
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95 Service Level Details
Accessing Info-Tech Services
Our Services include an easy-to-administrate access model that will allow maximum access by IT team members. Each Research Member is assigned a username and password
and receives a new user tour upon registration.

Our services are provided via the web and are supported on the following web browsers:
•
Chrome 55+
• Edge 12+
• Firefox 52+
• Safari 10+
• IE 11+
It is possible that our web-based services
will run without
issue on older software; however, we do not currently actively test using browser versions older than those listed above.

All online downloads are available in either MS Office or PDF formats and may also be available in compressed ZIP archives of the same formats.

We have clients in a wide variety of locations and time zones, and we accommodate them based on the times that
are common to our respective time zones.

Analysts are available at their earliest opportunity, but due to the amount of preparation involved, a minimum of 24 hours lead time is required. Generally, if there are no travel compli- cations, analysts are available within 2-3 business days of the request.

Dedicated Account Management
Info-Tech will provide members (license/seat holders) with an Account Manager who will be the main point of contact for all IT research & advisory service requirements.

These requirements include (but are not limited to):
•
Onboarding all new members via teleconference.
• Creation and delivery of a K ey Initiative Plan to align Info-Tech resources to the user’s specific requirements and needs based on role and upcoming technology
projects.
•
Handle all basic service requests (adding/deleting mem- bers, sending documents, answering all membership
questions, sending usage r
eports, renewal duties, etc.).
• Book advisory services for members such as analyst
calls, Guided Implementation calls, Workshop r
equests,
contract review calls, data-driven diagnostic benchmark- ing programs, etc.
•
Scheduled touchpoint to ensure maximum usage b
y the
members.

Info-Tech’s Account Manager will be one dedicated person supported by a team. Users will also have access to
Info-Tech’s entire bench of research analysts and subject matter experts to guide them through technology projects via their advisory services access. It is important to note that while the Account Manager will be one dedicated
person, members will have access to hundreds of IT experts through their account manager and membership subscription services.

All these management services are included within the over- all services offered to Info-Tech members. Please note it is Info-Tech’s mission to ensure our services are used, not just read. We will work with your team tirelessly to ensure all named members get the absolute most out of their mem -
bership and drive year-over-year services to provide ongoing and dedicated support to project success and sustainability.

Info-Tech has self-serve options in terms of booking calls, di- agnostic programs, requesting research, etc. on our site that the members will all have access to. However, the dedicated Counselors and account management team will have devel- oped project and technology plans to drive the membership services unique to the specific needs of the various members and shape the research and project assistance over a 12- month span. Info-Tech’s dedicated account manager will
also work with non-named users via the named users for
training program access and shared research and advisory service inclusion access.
serv Ice level detAIls
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96 Info-Tech GSA Approved
Terms of Use
Exhibit A
This document states the terms and conditions under which you may use this website and the Services, which are the property of Info-Tech Research Group Inc., (“Info-Tech”).

Executing this Agreement or the accompanying purchase
order in writing constitutes acceptance of these terms and conditions.

1. General Use Restrictions
Info-Tech services, advice, materials, products, websites and network (collectively the “Services”) are to be used for the User’s (meaning a named individual user that uses the publicly available Services, or is authorized by Info-Tech in a service agreement to use the Services that require paid access) use and benefit only pursuant to the terms and limitations of the paid subscription and may not be disclosed, disseminated or distributed to any other party, except as Info-Tech other- wise agrees in writing. The User will not circumvent any en- cryption or otherwise gain access to Services for which the User has not been expressly granted the appropriate rights of access.

The User will not use the Services for or knowingly transmit to Info-Tech or upload to any Info-Tech site or network any illegal, improper or unacceptable material or use them for illegal, improper or unacceptable practices including without limitation the dissemination of any defamatory, fraudulent, infringing, abusive, lewd, obscene or pornographic material, viruses, Trojan horses, time bombs, worms, or other harmful code designed to interrupt, destroy, or limit the function of any software, hardware or communications equipment,
unsolicited mass email or other internet-based advertising campaigns, privacy breaches, denial of use attacks, spoofing, or impersonation.

2. Copyright
The Services are © Info-Tech Research Group Inc. All rights reserved.

The Services are owned by and copyrighted by Info-Tech
and other parties and may contain trademarks of Info-Tech or others. They are protected by Canadian, U.S. and interna- tional copyright and trademark laws and conventions.

Info-Tech is proud of and believes in the value of the Services it provides to Users. Info-Tech also appreciates referrals that Users generate by forwarding articles, tools and templates downloaded from the Services to non-Users. Info-Tech en- courages Users to forward copies of individual articles, tools, templates and blueprints contained in the Services to colleagues and others who may be interested lnfo-Tech’s Services in order for the recipient to evaluate lnfo-Tech’s Services (“Evaluation Copy”), provided all copyright, trademark and other notices are not altered or removed. For greater Info- tech G sA Approved terMs of use
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97 certainty, Users may forward Evaluation Copies of articles, tools, templates and blueprints contained in the Services to other non-User individuals both internal and external to the User’s organization strictly for the purpose of the recipient’s evaluation of lnfo-Tech’s Services and not for any other pur- pose or use.

User acknowledges and agrees that they will forward
Evaluation Copies to non-Users for the sole purpose of
the recipient non-User’s evaluation of lnfo-Tech’s Services.

Info-Tech reserves the right to review, at its sole discretion, User’s account for forwarding activity, including but not limit- ed to reviewing the quantity and description of any Evaluation Copies forwarded as well as the identification and contact information of the recipients of all Evaluation Copies. The User acknowledges that Info-Tech views Evaluation Copies as a referral system and understands that Info-Tech may at- tempt to contact the recipient non-User in order to assess their satisfaction with the Evaluation Copy and interest in ln- fo-Tech’s Services. User also acknowledges and agrees that Info-Tech reserves the right, at lnfo-Tech’s sole discretion, to limit or disable User’s ability to forward Evaluation Copies of articles, tools, templates and blueprints upon review of User’s forwarding activities.

Any other reproduction or dissemination of the Services in any form or by any means is forbidden without lnfo-Tech’s written permission, and without limiting the generality of the foregoing, the User will not:
a.
record and re-transmit the Ser
vice over any network
(including any local area network), except as otherwise stated above;
b. use any Service in any timesharing, service bureau, bulle -
tin board or similar arrangement or public display;
c. post any Service to any other online service (including bulletin boar
ds or the Internet);
d. sublicense, lease, sell, offer for sale or assign the Service; or
e.
use lnfo-Tech’s name or any ex
cerpts from the Services
in the promotion of its products or services.

3. Users
Users must be authorized to use the Services by Info-Tech.

Users must maintain and protect the confidentiality of
any password(s) and are responsible to ensure that the
passwords are effective. Users shall advise Info-Tech im- mediately if they discover that their password has been compromised, at the following number 1-888-670-8889 (US) or 1-844-618-3192 (CAN).

4. User Submissions
lnfo-Tech’s research services include the ability for clients to contribute content for publication on lnfo Tech’s web- sites. If your account is used to submit, post, or add content to lnfo-Tech’s websites, (collectively “User Submissions”), you agree to accept sole responsibility for those User
Submissions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein.

By using lnfo-Tech’s research services, you agree that none of your User Submissions will:
•
infringe on the intellectual property, trade secr
et, privacy,
publicity, or other rights of others;
• contain false statements or misrepresentations that
could damage Info-Tech or any thir
d party;
• include obscene, libelous, defamatory, thr
eatening,
harassing, abusive, hateful, sexually explicit, sexually ori- ented, profane, or embarrassing material, as determined by Info-Tech in its sole discretion;
•
be illegal or otherwise objectionable;
• contain the personal information of any third party,
including, without limitation, addr
esses, phone numbers,
email addresses, Social Security numbers, and credit
card numbers;
•
encourage or facilitate insider trading or anticompetitive behavior;
•
include commercial advertisements or solicitations; or
• purport to or actually pro
vide legal or professional advice.

Because lnfo-Tech’s websites are available to the public, we cannot guarantee that User Submissions on lnfo-Tech’s websites will remain confidential.

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98 If you believe that any User Submissions appear to violate these Terms of Service, or if you believe any other user is en- gaged in illegal, harassing, or objectionable behavior, please contact us.

You acknowledge, consent and agree that Info-Tech may
access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for cus- tomer service; or (v) protect the rights, property, or personal safety of Info-Tech, its users and the public.

5. Non-Disclosure of Confidential Information
In consideration of, and reliance upon, the covenants of Company and Info-Tech herein contained, the parties have or will disclose to each other certain information (hereinafter referred to as “Confidential Information”), including, without limitation, information concerning future or proposed prod- ucts, financial performance and projections, customers, employees, contracts, strategic relationships, marketing plans and business plans and other information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). Information which is disclosed orally shall not be considered Confidential Information unless (i) it is identified as Confidential Information prior to such dis- closure, and (ii) it is memorialized in writing within fifteen (15) days following such disclosure by the Disclosing Party.

Information which is disclosed visually or in tangible form (whether by document, electronic media or other form) shall not be considered Confidential Information unless it is clear- ly marked as Confidential Information, whether disclosed orally, visually or in tangible form (whether by document, electronic media or other form). Information shall not be considered Confidential Information if such information is actually non-confidential:
•
It was in the public domain at the time of communica-
tion to the Receiving Party or is later placed in the public domain b
y the Disclosing Party;
• It entered the public domain through no fault of the
Receiving Par
ty subsequent to the time of disclosure
hereunder to the Receiving Party;
• It was in the Receiving Party’ s possession free of any obligation of confidence prior to disclosure hereunder; or • It was developed by emplo
yees or agents of the
Receiving Party independently of and without reference
to any Confidential Information.

Except as provided herein, Confidential Information shall include, without limitation, proprietary, technical, market- ing, operating, performance, cost, business pricing policies, programs, inventions, discoveries, trade secrets, techniques, processes, source code, unlinked object modules, comput - er programming techniques, and all record bearing media containing or disclosing such information and techniques disclosed pursuant to this Agreement. Information regard- ing current products shall be treated as non-Confidential Information unless marked “Confidential”.

The Receiving Party shall not disclose, publish or com- municate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

However, the Receiving Party may disclose the Confidential Information to a third party who has a need to know the Confidential Information and (i) is an accountant, attorney, underwriter or advisor under a duty of confidentiality; or (ii) is under a written obligation of confidentiality at least as re- strictive as this Agreement.

Info-Tech recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being charac - terized as “confidential” by the vendor.

6. Term
Many of the Services are “subscription” services that have a fixed term. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Info-Tech shall pro- ceed diligently with performance of this Agreement, pend - ing final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

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99 7. [Reserved]

8. [Reserved]

9. Accuracy of Information and Warranty
The information contained in the Services has been ob-
tained from sources believed to be reliable but Info-Tech does not warrant the completeness, timeliness or accuracy of any information contained in the Services. The Services are intended to: help identify business risks; provide insights based on industry research; and to help you focus on certain matters which may be affecting your business. Info-Tech does not provide legal, accounting or other professional advice, nor should any advice from Info-Tech be construed as such. We encourage you to seek professional advice
whenever necessary.

Info-Tech expressly excludes and disclaims all express or implied conditions, representations and warranties includ- ing, without limitation, any implied warranties or conditions of merchantability or fitness for a particular purpose, to the extent allowable by law.

Although Info-Tech takes reasonable steps to screen
Services for infection by viruses, worms, Trojan horses or other code manifesting contaminating or destructive proper- ties before making the Services available, Info-Tech cannot guarantee that any Service will be free of infection.

User assumes sole responsibility for the selection of the Services to achieve its intended results. The opinions ex- pressed in the Services are subject to change without notice.

Info-Tech does not endorse third-party products or services.

Info-Tech assesses and analyzes the effectiveness and ap- propriateness of information technology in the context of a general business environment only unless specifically hired by a User to assess in the context of their own environment.

This agreement does not limit or disclaim any of the warranties specified in the GSA schedule 70 contract under far 52.212-4(O).

In the event of a breach of warranty, the U.S. Government re- serves all rights and remedies under the contract, the federal acquisition regulations, and the contract disputes act, 41 U.S.C. 7101-7109.

10. Limitation of Liability
In no event is Info-Tech liable for any direct, special, indirect, consequential, incidental, punitive or other damages howev- er caused, whether in contract, tort, negligence, strict liability, operation of law or otherwise, (including without limitation damages for lost profits, business interruption or loss aris- ing out of the use of or inability to use the Services, or any information provided in the Services, or claims attributable to errors, omissions or other inaccuracies in the Service or interpretations thereof), even if Info-Tech has been advised of the possibility of such damages. lnfo-Tech’s total liability shall in no event exceed the amount paid by the User for the Service in question.

The User acknowledges that Info-Tech has set its prices and sold the Services in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein and that the same form a fundamental and essential basis of the bargain between the parties. They shall apply even if the contract between the User and Info-Tech is found to have failed in its fundamental or essential purpose or has been fundamentally breached.

This agreement shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this contract under any federal fraud statute, including the false claims act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA schedule contract (e.g., Clause 552.238-75 – Price reductions, clause 52.212-4(H) – patent in- demnification, and GSAr 552.215-72 – Price adjustment – fail- ure to provide accurate information).

11. Links to Third-Party Sites
Any third-party sites that are linked to the Services are not under lnfo-Tech’s control. Info-Tech is not responsible for anything on the linked sites, including without limitation any content, links to other sites, any changes to those sites, or any policies those sites may have. Info-Tech provides links as a convenience only and such links do not imply any en- dorsement by Info-Tech of those sites.

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100

12. Investment Advice
The Services are not intended to be used for the purpose of, or as a basis for, making investment decisions or rec- ommendations with respect to securities of any company
or industry and Info-Tech assumes no liability for decisions made, in whole or in part, on the basis of any information contained in the Services.

13. Governing Law
This site and agreement is governed by the Federal laws of the United States, excluding any conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.

14. Privacy
A User’s right to privacy is of paramount importance to Info-Tech. See our Privacy Policy below for more detail. The identity of our research clients is not considered personal or confidential information, and we may disclose that informa- tion for promotion and marketing purposes.

15. Contact Information

CORPORATE COUNSEL
Toll-free (US): 1-888-670-8889
Toll-free (CAN): 1-844-618-3192
International: +1-519-432-3550
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This is the privacy policy of Info-Tech Research Group Inc. (“Info-Tech”). This document explains Info-Tech’s policies for the collection, use and disclosure of personal information.

The information we collect
Info-Tech collects information by various methods including information actively provided by its lead providers and its customers and information arising from customer surveys and general feedback.

The types of personal information we collect include name, contact information, identification information, and credit information. Credit card information is used for billing pur- poses only. We may record calls to or from our customer ser- vice representatives for purposes of accuracy, performance reviews, training and general quality assurance.

How we use this information
This information is used to provide our various products including customer service, accounting, billing, collections, and the marketing of other Info-Tech products.

Info-Tech may use aggregate or anonymous information,
which will not be linked to identified individuals, for various other uses for itself and third parties. The identity of our corporate clients is not considered personal or confidential information, and we may disclose that information for pro- motion and marketing purposes.

Info-Tech users may have the option to participate in online discussion communities. Such communities are exclusive
communities for certain Info-Tech subscribers and are ac- cessible only by subscribers through their Info-Tech login name and password. Participation in the community is com- pletely voluntary. By opting into the community, subscribers agree to share basic contact information (Name, Company, Address) with their peers in the community.

Who we share this information with
Info-Tech does not share personal information with any third parties except as disclosed in this policy. Info-Tech may provide personal information to Info-Tech’s consultants, subcontractors and professional advisors (which shall be bound by privacy obligations) to assist Info-Tech’s uses dis- closed herein.

Security
Personal information is stored in a combination of paper and electronic files. They are protected by security measures ap- propriate to the nature of the information.

Accessing information
Individuals may review their personal information contained in Info-Tech files by contacting the Info-Tech privacy officer.

If an individual believes that any of their personal informa - tion is inaccurate, we will make appropriate corrections.

Cookies
Cookies are used by Info-Tech for the convenience of our users. They are used to streamline access to the online subscriber service. Cookies automatically authenticate the user. A user can access Info-Tech products with the cookie feature turned off; however, in doing so they may find them- selves challenged for username and password information on multiple occasions. Info-Tech also uses cookies to track user’s visits and uses that information to improve the user’s experience and track use of our products.

Info-Tech GSA Approved
Privacy Policy
Info- tech G sA Approved prIvAcy polIcy
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Links
Info-Tech seeks out the best web sources and resources
for our advisory services. Many of our pages contain links to information at other websites. When you click on one of these links, you are moving to another website. We encour- age you to read the privacy statements of these linked sites as their privacy policy may differ from ours.

General
Notwithstanding the general terms of this policy, the col- lection, use, and disclosure of personal information may be made outside of the terms herein to the extent provided for in any applicable privacy or other legislation in effect from time to time.

Info-Tech may disclose personal information to another
entity purchasing (including for diligence purposes prior to purchase) the assets of Info-Tech, provided that entity abides by this or a similar privacy policy.

Opt-out
If at any time you would like to discontinue email communi- cation from Info-Tech Research Group, please notify us via the Contact Us page.

CORPORATE COUNSEL
Toll-free (US): 1-888-670-8889
Toll-free (CAN): 1-844-618-3192
International: +1-519-432-3550
Info- tech G sA Approved prIvAcy polIcy
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myPolicies GSA Approved
Terms of Use
This document states the terms and conditions under which you may use this website and the Services, which are the property of myPolicies, a division of Info-Tech Research Group Inc., a corporation incorporated pursuant to the laws of Canada (“myPolicies”).

Executing this Agreement or accompanying purchase
order constitutes acceptance of these terms and condi-
tions. Registered users will be provided with a username and password to access and use the secure portal within the myPolicies website (the “Secure Portal”). If User wishes to use single sign-on (SSO), myPolicies would be pleased to work with a SSO provider of User’s choice. If you are ac- cessing this site or any mobile application thereof, these Terms of Use (“Terms”) govern your access and use of the myPolicies website, its successor domains and any mobile application of the myPolicies website (collectively the “Site”).

Please take the time to read these Terms carefully. The Terms describe how you may use this Site and what you
must refrain from doing while using this Site. The Terms also describe how information you contribute will be shared, who owns information on the Site and other important matters relating to your use of the Site. Executing this Agreement or accompanying purchase order constitutes acceptance of these terms and conditions and you acknowledge that you have read and understood these Terms and that you agree to be legally bound by the Terms. We ask that you review the Terms regularly, as we reserve the right to make changes to the non-material terms and conditions of the Terms with- out giving you prior notice. For your reference, we will post when the non-material terms and conditions of the Terms were last updated. Accessing and/or using the Site after modification of the Terms shall constitute acceptance of the Terms. Any material updates to these Terms shall be pre- sented to Ordering Activity for review and will not be effec- tive unless and until both parties sign a written agreement updating these terms.

In these Terms, “us”, “we”, “our” and myPolicies refers to myPolicies, a division of Info-Tech Research Group Inc., a corporation incorporated pursuant to the laws of Canada.

When “you” or “your” is stated in these Terms, it refers to the Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document using the Site and to any person contributing content in any manner to the Site. If you are accessing the Site on behalf of an organization, including a business, “you” refers to the organization you are working on behalf of and the organiza- tion agrees to be bound by these Terms to the fullest extent allowable by applicable law. When you are agreeing to these Terms on behalf of an organization, your agreement to these Terms also signifies to us your authority to bind the organiza- tion for the purposes of these Terms. “User” or “Users” refer to individuals who are authorized to access and/or contrib- ute information to the Site, whether or not they are doing so on behalf of an organization. You further agree to nominate one individual as a contact for myPolicies. Communications regarding the Services will be between that contact and a contact provided by myPolicies.

1. General Use Restrictions
myPolicies services, advice, materials, products, websites and network (collectively the “Services”) are to be used for the User’s (meaning a named individual user that uses the publicly available Services or is authorized by myPolicies in a service agreement to use the Services that require paid access) use and benefit only pursuant to the terms and lim- itations of the paid subscription and may not be disclosed, disseminated or distributed to any other party, except as myPolicies otherwise agrees in writing. The User will not circumvent any encryption or otherwise gain access to
Services for which the User has not been expressly granted rights of access.

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The User will not use the Services for or knowingly trans- mit to myPolicies or upload to any myPolicies site or net- work any illegal, improper or unacceptable material or use them for illegal, improper or unacceptable practices includ- ing without limitation the dissemination of any defamatory, fraudulent, infringing, abusive, lewd, obscene or pornograph- ic material, viruses, Trojan horses, time bombs, worms, or other harmful code designed to interrupt, destroy, or limit the function of any software, hardware or communications equipment, unsolicited mass email or other internet-based advertising campaigns, privacy breaches, denial-of-service of use attacks, spoofing, or impersonation.

The User SHALL NOT use the Services to anonymously
report any type of harassment or abuse. Any anonymous
complaints of harassment or abuse shall not be made via the Services, and User agrees to report any harassment or abuse to their supervisor or their Human Resources depart- ment, or the police, as required. Any anonymous reports of harassment or abuse made via the Services will not be ac- knowledged or acted upon.

2. Intellectual Property Rights including Copyright
The Services are © Info-Tech Research Group Inc. All rights reserved.

The Services are owned by and copyrighted by myPolicies, a division of Info-Tech and other parties and may contain trademarks of Info-Tech or others. They are protected by Canadian, U.S. and international copyright and trademark laws and conventions.

User may use the Services solely for their own information purposes pursuant to the terms and limitations of the paid subscription. The User may download any of the Service’s tools or templates for their individual use, but may not dis- tribute any articles, tools, templates or blueprints internally, subject to the exceptions below. The User may create deriv- ative works from the Service’s tools or templates and dis- tribute these for internal use but may not distribute these derivative works externally for any commercial or resale purposes.

We retain all right, title, interest, in and to any policy tem- plates, report templates or any blueprints, documents,
PowerPoint slides or outlines that may be provided as part of the Services (“myPolicies IP”). You obtain a royalty-free, transferable, fully paid-up license to use and incorporate my- Policies’ IP into the policies and reports you create using the Services.
“Work Product” in these Terms is defined as the customized policies or reports or other tangible results that you create through the use of the Services. You will own the Work
Product as a whole, provided you do not resell it or allow it to be resold. You do not obtain any intellectual property interest in myPolicies’ IP , other than the limited license set out above.

We reserve the right to review the Work Product and to use any portion of the Work Product to improve the Services. We warrant that your identity and confidential information will be held in strict confidence and will never form part of the Services.

When you upload any documents or policies to the Site
(“Your IP”), you represent that you have all necessary rights and interests in and to such policies or reports necessary to share the same with us, and you grant us and our affiliates the right to review Your IP and to use any portion of Your IP to improve the Services, provided we do not share your iden- tity or confidential information with any third parties.

Any other reproduction or dissemination of the Services in any form or by any means is forbidden without myPolicies’ written permission, and without limiting the generality of the foregoing, the User will not:
a.
record and re-transmit the Ser
vice over any network
(including any local area network), except as otherwise stated above;
b. use any Service in any timesharing, service bureau, bulle -
tin board or similar arrangement or public display;
c. post any Service to any other online service (including bulletin boar
ds or the Internet);
d. sublicense, lease, sell, offer for sale or assign the Service; or
e.
use myPolicies name or any excerpts from the Ser
vices
in the promotion of its products or services.

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3. Users
Users must be authorized to use the Services by myPoli- cies. Users must maintain and protect the confidentiality of any password(s), and are responsible to ensure that the passwords are effective. Users shall advise Info-Tech imme- diately if they discover that their password has been com- promised, at the following number: 1-888-670-8889 (US) or 1-844-618-3192 (CAN).

4. Non-Disclosure of Confidential Information
In consideration of, and reliance upon, the covenants of the User and myPolicies herein contained, the parties have or will disclose to each other certain information (hereinafter referred to as “Confidential Information”), including, without limitation, information concerning future or proposed prod- ucts, financial performance and projections, customers, employees, contracts, strategic relationships, marketing plans and business plans and other information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). Information which is disclosed orally shall not be considered Confidential Information unless (i) it is identified as Confidential Information prior to such dis- closure, and (ii) it is memorialized in writing within fifteen (15) days following such disclosure by the Disclosing Party.

Information which is disclosed visually or in tangible form (whether by document, electronic media or other form) shall not be considered Confidential Information unless it is clear- ly marked as Confidential Information, whether disclosed orally, visually or in tangible form (whether by document, electronic media or other form). Information shall not be considered Confidential Information if:
•
It was in the public domain at the time of communica-
tion to the Receiving Party or is later placed in the public domain b
y the Disclosing Party;
• It entered the public domain through no fault of the
Receiving Par
ty subsequent to the time of disclosure
hereunder to the Receiving Party;
• It was in the Receiving Party’
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McLean & Company GSA Offering
– Service Levels (SIN 54151S)
Each MLE account (>1,000 employees) requires a minimum of 2 Advisory/Leadership/Counselor-level seats.

SIN MFR Part No Product Group Product Name Product Description Unit of
Issue
Discount
Price Offered
to GSA
(including
IFF)
54151S M20-008 McLean’s
Executive &
Leadership
Service Levels
McLean CHRO
Counselor
Membership
Our highest level of service, this membership
includes the features of the Counselor
Membership PLUS:
•
2 additional remote analyst days
• Exclusive access to our annual CHRO
Roundtable
•
90-Day “Follow-Me” Ser
vice
Each MLE account (>1,000 employees)
requires a minimum of 2 Advisory/
Leadership/Counselor-level seats
Per Year $43,073.05
54151S M20-007 McLean’s
Executive &
Leadership
Service Levels
McLean
Counselor
Membership
A high-touchpoint, customized experience
to help CHROs develop themselves and their
teams while increasing personal and functional
strategic impact. Receive 1:1 support from a
highly experienced HR leader who has faced
similar challenges.

Includes all features of the Leadership
Membership PLUS:
•
2 remote full-day analyst visits
• Prescheduled & ad hoc calls to mov
e your
agenda forward
• Help to understand and prepare for
boar
droom-level challenges
• Fully personalized Leadership Dev
elopment
Accelerator Program
• Access to Info-Tech resear
ch
• Additional event ticket: 1 Signatur
e
event ticket or 1 training program ticket
(transferable)
Each MLE account (>1,000 employees)
requires a minimum of 2 Advisory/Leadership/
Counselor-level seats.

Per Year $33,501.26
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54151S M20-006 McLean’s
Executive &
Leadership
Service Levels
McLean
Leadership
Membership
Employ hands-on support to transform the HR
department while developing your capacity
as a strategic leader through personalized
counseling and valuable peer networking
opportunities.

Includes all features of the Advisory
Membership PLUS:
•
Dedicated Executive Advisor
• Annual remote half-day analyst session
• One 360° personal evaluation and results
session
•
Contract review for HR technology
• Your choice of 1 Signature ev
ent ticket or 1
training program ticket (transferable)
• Full web content access

Each MLE account (>1,000 employees)
r
equires a minimum of 2 Advisory/Leadership/
Counselor-level seats.

Per Year $21,057.93
54151S M21-005 McLean’s
Executive &
Leadership
Service Levels
McLean
Advisory
Membership
Leverage unlimited access to our team of
advisors, diagnostic suite
*, library of best-
practice tools, templates, training materials,
and step-by-step methodologies that are
proven to accelerate projects and transform
HR departments.

The Advisory Membership Includes:
• Dedicated Account Manager
• Unlimited advisory assistance
• Access to diagnostics
*
• Full web content access
• Online eLearning Academy access
* Up to 1,000 employees are included as part of
the employee lifecycle diagnostics for a single
Advisory/Leadership/Counselor seat purchase.

Each MLE account (>1,000 employees)
requires a minimum of 2 Advisory/Leadership/
Counselor-level seats and each seat purchased
by an MLE account will cover up to 3,000
employees.

Per Year $15,314.86
54151S M20-003 McLean’s
Executive &
Leadership
Service Levels
McLean Team
Seat (add-on
to an Advisory/
Leadership/
Counselor-
level member-
ship only)
Full access to McLean’s online content and
Academy courses. Can only be purchased
as an add-on to an Advisory/Leadership/
Counselor-level membership.

Per Year $2,297.23
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54151S WSHOP-055 Workshop
Support
McLean Onsite
Membership
Add-Ons (per
workshop with
membership)
Add an Onsite Workshop to a McLean mem-
bership to obtain our lowest Workshop prices.

Onsite/Online Workshops offer an easy way to
accelerate your project. We take you through
every phase of your project and ensure that
you have a roadmap in place to complete your
project successfully. Over the course of 3-4
days, our expert facilitators help you complete
a key initiative, work through critical project
deliverables, and train your team.

Per Year $15,314.86
54151S WSHOP-102 Workshop
Support
McLean Onsite
Membership
Add-Ons (per
workshop
without
membership)
Onsite/Online Workshops offer an easy way to
accelerate your project. We take you through
every phase of your project and ensure that
you have a roadmap in place to complete your
project successfully. Over the course of 3-4
days, our expert facilitators help you complete
a key initiative, work through critical project
deliverables, and train your team.

Each $19,143.58
54151S M20T-003 Management
Fundamentals
Cohort
McLean
Management
Fundamentals
10-Week
Online Training
Course (one
cohort with
membership)
Provide managers with the opportunity to
study management concepts at their own
pace, from the comfort of their home or office,
over a multi-week period. McLean & Company
facilitators guide live discussions with partici-
pants to deepen learning.

The Online Management Fundamentals
Program spans 10 weeks, and each cohort can
include up to 30 participants.

Per Year $22,972.29
54151S M20T-004 Management
Fundamentals
Cohort
McLean
Management
Fundamentals
10 Week
Online Training
Course (one
cohort without
membership)
Provide managers with the opportunity to
study management concepts at their own
pace, from the comfort of their home or office,
over a multi-week period. McLean & Company
facilitators guide live discussions with partici-
pants to deepen learning.

The Online Management Fundamentals
Program spans 10 weeks, and each cohort can
include up to 30 participants.

Each $28,715.37
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54151S M21T-001 Management
Fundamentals
Cohort
McLean
Management
Fundamentals
Online
Leadership
Session
(add-on to
Management
Fundamentals
Cohort)
This 3-hour online session allows managers of
Management Fundamentals Online partici-
pants to become familiar with key concepts to
sustain change.

This session cannot be sold separately.

Each $4,307.30
54151S M20T-007 Quarterly
Manager
Training
McLean
Facilitated
Online Training
Sessions
Develop your managers with our varied, inter-
active, remote training sessions that are 2-4
hours each. Please note there is a minimum of
5 up to a maximum of 12 participants required.

Choose up to 4 different topics per year, or
repeat one session four times or two sessions
two times across different groups within your
organization.

Topics include:
• Lead Through Change
• Effectively Manage Remote Teams
• Build Key Resilience Behaviors
• Provide Impactful Feedback
• Learn Effective Feedback Practices
• Give Effective Feedback & Coaching
• Build Data Literacy
Per Year $11,486.15
54151S WSHOP-
055 /
MCO-0022
/ MCO-
0021 /
WSHOP-
104
Workshop
Support
McLean Full
Engagement
Workshop
Support (add-
on to member-
ship only)
Full support in communicating results, training
managers, and gathering feedback.

Purchased as an add-on to a McLean member-
ship, which includes the Engagement Survey,
Full Engagement Workshop Support includes:
• Develop an Organizational Strategy
• Introduction to Engagement Webinar
• Focus Groups
• Senior Leader Action-Planning Sessions
Per Year $29,672.54
54151S WSHOP-
055 /
WSHOP-
104
Workshop
Support
McLean Full
Diversity,
Equity, and
Inclusion
(DEI) Strategy
Workshop
Support (add-
on to member-
ship only)
Support in building the organization’s DEI
strategy. Purchased as an add-on to a McLean
membership, DEI Strategy Workshop Support
includes:
• Diagnostic Focus Groups
• Create a DEI Strategy Workshop
• DEI Governance Model Development
• Action & Communication Planning
• Employee Lifecycle Analysis
Per Year $49,294.71
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McLean & Company
Membership Features
CHRO Counselor
Membership
Counselor
Membership
Leadership
Membership
Advisory
Membership
Team
Membership
Reference
Membership
Service Delivery
Dedicated Executive Counselor  
Executive Advisor 
Dedicated Account Manager     
Custom Key Initiative Plan     
Advisory Services
Full-Day Online Counselor Visits 4/year 2/year
Annual Half-Day Analyst Session 1/year 1/year 1/year
Personalized Leadership Development
Program  
Personal 360 Feedback Results Debrief   
Annual CHRO Roundtable 
HR Technology Contract Review
Service
  
Unlimited Analyst Calls    
Research & Learning Solutions Content
Role-Based HR Research      
Classroom Training Decks      
LMS-Ready Downloads      
Tools & Templates Library      
Software Selection Content      
Info-Tech Research Access  
Diagnostic & Learning Experiences
McLean Academy Training Platform
     
Signature Event or Training Program
Ticket 2/year 2/year 1/year
HR Stakeholder Management
Diagnostic
   
HR Management & Governance
Diagnostic
   
360 Feedback Platform    
Employee Lifecycle Diagnostics: New
Hire, Engagement & Exit
*    
McLean Connect Dashboard*    
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McLean & Company
Product Offering
Membership Types
CHRO Counselor
Membership
Our highest level of service, this membership includes the features of the Counselor Membership with the addition of an annual CHRO roundtable meeting, 90-day “follow-me” service, and two additional onsite advisory sessions.

Counselor Membership A high-touchpoint, customized experience to help CHROs develop themselves and their team while increasing personal and functional strategic impact. Receive 1:1 support from a highly experienced HR leader who has faced similar challenges.

Leadership Membership Executive Advisors provide quarterly strategy planning support calls to members to help curate membership content and ensure they succeed against their initiatives.

Advisory Membership Leverage unlimited access to our team of advisors, diagnostic suite*, and library of best-practice tools, templates, training materials, and step-by-step methodologies that are proven to accelerate projects and transform HR departments.

Team Seat Access Full access to McLean & Company’s online content and Academy courses.

Can only be purchased as an add-on to an Advisory-level and above membership.

Onsite Membership Add-Ons
+ Workshop Over 3 to 4 days our facilitators customize our frameworks to your unique situation and develop your team as they work through a critical initiative.
+ Management
Fundamentals Cohort Provide managers with foundational skills for successful people management. Online Delivery – 10 weeks Leadership Session This three-hour online session allows managers of Management Fundamentals Online participants to become familiar with key concepts to sustain change. This session cannot be sold separately. Online Delivery.

Quarterly Manager Training
Online Training Sessions
Develop your managers with our varied, interactive, remote training sessions that are each 2 to 4 hours long. Please note there is a minimum of 5, up to a maximum of 12, participants required.

Choose up to four different topics per year, or repeat one session four times or two sessions two times across different groups within your organization.

Topics include:

Lead Through Change
Effectively Manage Remote Teams
Build Key Resilience Behaviors
Provide Impactful Feedback
Learn Effective Feedback Practices
Give Effective Feedback & Coaching
Build Data Literacy
Full Engagement Workshop Support
Full support in communicating results, training managers, and gathering feedback.

Develop an
Organizational
Engagement Strategy
McLean & Company guides the Senior Leadership Team in the creation of an organization strategy to define, measure, communicate, and act on employee feedback.

Two 4-hour sessions; completed before the launch of an engagement survey Introduction to
Engagement Webinar
This is an introductory webinar on the importance of engagement and how to interpret engagement survey results. 45 minutes; maximum 100 participants
Focus Groups:

Gather employee feed-
back for action planning
McLean & Company conducts up to three focus groups on the priority engagement drivers selected by senior leadership and compiles the focus group feedback into a comprehensive report. McLean & Company debriefs the HR team during a one-hour phone call.
10-12 hours of focus groups and a 1-hour debrief
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Senior Leader Action
Planning:

Equip Senior Leaders
to Drive Employee
Engagement
McLean & Company provides the Senior Leadership Team with simple, yet powerful ways to connect with employees and to help improve the Senior Management Relationships engagement driver measured in the employee engagement survey.

Two 4-hour sessions
Senior Leader Action
Planning:

Equip Managers to
Improve Engagement
Action Planning
McLean & Company leads a manager group through a session on the importance of engagement, how to interpret their team’s engagement survey results, and how to act on survey data to improve engagement. 2-3 hours; maximum 25 participants
Full DEI Strategy
Workshop Support
We offer support in building the organization’s DEI strategy.

McLean & Company provides the resources and offerings to support the creation of a DEI strategy that will help the or- ganization support a diverse employee base in an equitable and inclusive manner.

Diagnostic Focus Groups
Following the completion of the DEI Survey or DEI Pulse, we will:
•
Debrief executive team on the surv
ey results.
• Select categories for action planning.
• Determine makeup of focus groups.
• Facilitate up to four employ
ee focus groups (with 8-10
participants per focus group), each two hours long,
and up to two manager focus groups, also each two
hours long.
•
Compile results of focus groups into compr
ehensive report,
including short-term and long-term recommendations.
• Debrief focus group feedback.
• Review and prioritize employ
ee initiatives.

Create a Diversity, Equity, and Inclusion (DEI) Strategy In the Online DEI Strategy Workshop we will:
• Gather additional data assessments.
• Conduct a current-state analysis.
• Determine the purpose of DEI.
• Identify key communication messages and timing.
• Select initiatives and plan to launch the strategy.
• Build draft action plans.

DEI Governance Model De velopment
• Identify the recommended governance model.
• Conduct a stakeholder analysis and identify change
agents and champions.
• Identify roles and accountabilities for each component of the governance model.

A
ction & Communication Planning
• For each milestone, identify action steps that must occur to complete it and indicate who owns the action, which

groups are involved, who will perform the action, any
risks associated with it, whether communication is
required, the start and end dates, and if there are associ- ated prerequisites or dependencies.
•
For any milestones that requir
e communication, outline
key messaging, communicator, etc.

Employee Lifecycle Analysis
•
Analyze the people implications and identify who is part of each stage of the employ
ee lifecycle.
• Analyze the process implication and ev
aluate the exist-
ing processes to identify systemic changes needed to
improve DEI at each stage of the lifecycle.
•
Analyze the technology implications and assess the
technology or other resources used in each stage of the lif
ecycle for inequities.

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McLean & Company’s Executive
& Leadership Service Levels
CHRO Counselor Membership
Includes all features of the Counselor Membership PLUS:
• 2 additional online analyst days
• Exclusive access to our annual CHRO r
oundtable
• 90-day “follow-me” service

Counselor Membership
Includes all features of the Leadership Membership PLUS:
• 2 online full-day analyst visits
• Prescheduled and ad hoc calls to mov
e your agenda
forward
• Understand and prepare for boardr
oom-level challenges
• Fully personalized Leadership Dev
elopment Program
• Access to Info-Tech resear
ch
• Additional event ticket: 1 Signatur
e event ticket or
1 training program ticket (transferable)
Leadership Membership
Includes all features of the Advisory Membership PLUS:
• Dedicated Executive Advisor
• Annual online half-day analyst session
• One 360 Feedback personal evaluation and r
esults
session
• Contract review for HR technology
• Your choice of 1 Signature ev
ent ticket or 1 training
program ticket (transferable)
Advisory Membership
• Dedicated Account Manager
• Unlimited advisory assistance
• Access to diagnostics
• Full web content access
• Academy eLearning program
Team Seat
• Role-based access to all research and pr oject
methodologies
• Full web content access
• Academy eLearning program
Executive & Leadership Access
Each MLE Account (>1,000 employees)
requires 2 Advisory-Level Seats
* CHRO Counselor Memberships are exclusive and only available to the most-senior HR leader McleAn & coMpAny product offer InG
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McLean & Company
CHRO Counselor Membership
Highly Personal Service
and Peer Networking
Annual CHRO Roundtable
This full-day event will accelerate your personal learning and development. Explore the latest research and best practices and make meaningful connections with CHRO peers.
90-Day “Follow-Me” Service
If you are in a time of transition, McLean & Company will continue to support your personal development for 90 days after you leave your current role as well as support the incoming CHRO.
+ 2 additional full-day online advisory sessions
Also Includes Features From:
•
Leadership Membership
• Advisory Membership
• Team Seat

Online Advisory Sessions
This is your time to leverage the experience and knowl- edge of your Counselor with a full-day online session. Your Counselor will help you untangle your most urgent challenges and take advantage of upcoming opportunities.

Session Ideas:
•
Make a strategic HR plan
• 1:1 coaching and development planning
• Explore best practices in HR strategy
• Prepare for an important meeting or pitch
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McLean & Company
Counselor Membership
Highly Personal Service
Dedicated Counselor Service
Benefit from an experienced HR leader who has walked in your shoes. A dedicated Counselor will provide you with 1:1 coaching to accelerate your personal development and help you tackle professional challenges. Book scheduled meetings to stay on track or call your Counselor whenever you need them. Receive two online full-day sessions throughout the year to work on whatever you’d like.

Boardroom Preparation
Boards and executive teams are seeking more input from
HR, which means CHROs need to speak their language. We’ll help you understand and prepare for the boardroom-level challenges you’re facing and gain buy-in for HR initiatives.

Personal Leadership Development Program
Start with a 360-degree review to get a holistic perspective of your leadership performance. Then, work with your
Counselor to review your leadership brand. With this infor - mation, set goals for improving your brand and reaching your own development goals.

Access to Info-Tech Research
Like McLean & Company, Info-Tech Research Group offers
IT professionals practical research and advice that covers the entire spectrum of IT challenges.

Also Includes Features From:
•
Leadership Membership
• Advisory Membership
• Team Seat
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McLean & Company
Leadership Membership
Develop as an Organizational Leader
Half-Day Online Analyst Sessions*
Discuss and create a high-level action plan for the most- pressing challenge you are facing as an HR leader, with an expert advisor.

Choose one of the following topics:

Talent Strategy Review & Prioritization
Take an in-depth look at your overall talent strategy – or strategies related to the key HR functions, including Talent Acquisition, Talent Management, and Learning &
Development.

HR Stakeholder Management Presentation & Action Plan
Follow up on results of the HR Stakeholder Management
diagnostic, including stakeholder prioritization of core HR services, overall satisfaction with HR delivery, and trust in HR.

Engagement Results Presentations
Debrief feedback and results from the employee
engagement survey, highlighting trends to identify priorities and develop a communication strategy and an action plan.

Equip Senior Leaders to Drive Employee Engagement
Prepare to involve senior leaders in a discussion about their role in driving engagement and provide them with tactics for gaining insight.

HR Metrics & Analytics Foundation Assessment
Become familiar with using data and review the results of the foundation assessment to find areas of improvement
and realistic initiatives to address them.

Dedicated Executive Advisor
Elevate your HR department with the help of an experienced Advisor. Receive quarterly calls from your Advisor to keep you accountable for key initiatives and ensure your project is moving forward.
*One analyst working with the leadership seat holder or decision maker and up to 2 other HR participants.

Contract Reviews

Whether you’re purchasing or renewing, our analysts will help you optimize all your software purchases:
•
Know the right and wrong price for the software y
ou’re
purchasing.
• Manage future costs.
• Improve y
our contract negotiation skills.
• Home in on the optimal contract language.

Leadership Development Feedback Tools
McLean Employee Experience Monitor
A high-frequency, low-effort, one-question survey to mea- sure employee engagement on an ongoing basis.

Employee Engagement Program
A comprehensive 81-question engagement survey to mea-
sure overall engagement results and help develop and main- tain a high-performance culture.
360 Feedback Program
Get a holistic perspective on performance with a compre- hensive competency evaluation from subordinates, peers, and managers.

Also Includes Features From:
•
Advisory Membership
• Team Seat
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McLean & Company
Advisory Membership
Systematically Improve HR
Dedicated Account Manager
Work with someone familiar with your role and organization so they can expertly guide you through your biggest chal - lenges and major projects, then direct you to the most-rele- vant research resources and experiences, ensuring you get the most value from your membership and maximize HR
performance.

HR Diagnostics
HR Diagnostics Programs
McLean & Company diagnostics are the simplest way to collect the data you need to develop actionable insights.
•
360 Feedback
• Employee Engagement Program*
• McLean Employee Experience Monitor*
• New Hire Survey*
• Employee Exit Survey*
• HR Management & Governance Diagnostic
• HR Stakeholder Management Surve
y

*Not included in all Advisory memberships. Refer to your Account Director for included diagnostic programs and users supported.

Additional fees may be required for multilingual surveys.

Also Includes Features From:
• Team Seat
Core HR Processes

Best-Practice Research
A comprehensive, connected methodology for improving
core HR processes.

Tools & Templates
Powerful tools and templates to help your team identify what’s wrong and take action.

Classroom Training and LMS-Ready Downloads
Access to our ready-to-deliver training modules and materials to develop high-impact leaders.

Expert Advice
Unlimited Advisory Assistance Access
Unlimited phone access to our subject matter experts to guide you through your most-challenging human resources projects.

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McLean & Company
Team Seat Access
Core Project Research and
Thought Leadership

Account Manager
Your Account Manager will ensure you get the most value from your membership by helping you understand your
entitlements and the resources you can leverage to help you excel in your role.

HR Practice-Based Research
100+ instructional blueprints for implementing proven
methodologies across core HR practices:
•
HR Strategy
• Culture
• Talent Management
• Talent Acquisition
• Total Rewards
• Learning & Development
• HR Technology & Operations
Tools & Templates
Powerful tools and templates to help your team identify issues and take action.

Classroom Training and LMS-Ready Downloads
Access to our ready-to-deliver training modules and
materials to develop high-impact leaders.

HR Software Reports by SoftwareReviews
Detailed reviews of enterprise software, collected and
analyzed from real users, provide an in-depth view into products and vendors before procurement.

Policy Library
An extensive collection of policy templates to expedite authoring and mitigate risk.

McLean Academy
McLean Academy is a series of online professional
development courses built around our HR framework
and delivered by subject experts.

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McLean & Company
Management Fundamentals
Help new people managers quickly excel with this
interactive, blended learning experience.

Program Outline
Section 1
Team Management
•
Foundations of Successful Management
• Communicate Effectively and Build High-P
erforming
Teams
• Manage Performance
• Give Feedback and Coaching
Section 2
People De
velopment
• Delegate and Distribute Leadership
• Create a Culture of Personal Accountability
• Navigate Difficult Conversations and Conflict
• Provide Meaningful Recognition
Section 3
Personal Leadership De
velopment
• Master the Management Mindset
• Build Key Resiliency Behaviors
• Define a Personal Leadership Brand
• Create an Action Plan
Boost performance through training
that provides first-time managers
with the basics of people management.

What is it like to participate?

Managers begin this ten-week program with
a live, online kick-off meeting hosted by our
facilitators. This is the first of several live ses-
sions designed for interaction and peer-to-peer
discussion.

Learners have one week to complete each module,
which includes a video lecture (25 minutes to
one hour), individual activities, and a collabo-
rative learning community activity with other
participants.

At the end of the program, several reinforce-
ments will be provided to facilitate learning
application.

Participants will download and print associated
handouts to take notes and complete activities
during each module.

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McLean & Company
Management
Fundamentals Online
Program Structure
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McLean & Company
Elevate HR Online
A training program designed to
develop a strategic HR mindset.

Program Outline
Elevate HR Online helps HR professionals focus on:

Team management to provide value to internal and
external stakeholders.

Business acumen and financial literacy to develop an
understanding of the business and industry to inform
talent decisions.

Data literacy to identify, interpret, and tell a story with talent data.

Organizational awareness to more effectively align
HR advice and strategic direction with organizational
objectives.

Developing as integrated leaders to unravel the knotty
challenges that today’s organizations face.

With this blended learning experience,
boost HR skills, develop key leadership
capability for the future, and build a
world-class professional network.

A multi-month blended learning
experience including:

Self-paced eLearning modules of varying length
Six live, online sessions to encourage cohort
interaction
Varied activities designed to encourage
immediate framework application
Structured discussion questions to facilitate
peer-to-peer discovery and learning
Supporting McLean resources to reinforce
learning and application
You’ll also complete the 360 Feedback assessment both
before and after the program and multiple post-program
learning reinforcements including a final case study.
1 2

3 4

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McLean & Company
Full-Service Diagnostic Programs
Improve Employee Experience
and HR Processes
New Hire Survey
Ensure recruiting and onboarding programs are effective by surveying new employees.

Employee Engagement
Move beyond measuring job satisfaction with a
comprehensive view of engagement.

Pandemic Engagement Pulse Check
Assess the effect of pandemic response plans on
employee engagement.

Diversity, Equity, and Inclusion Engagement Pulse
Take a thoughtful approach to mobilize inclusion efforts across your organization.

McLean Employee Experience Monitor
Evolve to leader-driven engagement with a real-time
dashboard and results.

Employee Exit Survey
Understand why people leave the organization
in order to proactively retain top talent.
360 Feedback
Empower employees with
a holistic view of their
performance to prioritize
development.

Optimize the HR Department
for Success
HR Stakeholder Management Survey
Align HR initiatives with business strategy and stakeholder needs.

HR Management & Governance

Improve HR’
s core functions and drive project success.

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McLean & Company
Online Workshops
An innovative approach to consulting.

Your most-pressing HR problems
solved in less than one week
Within 3 to 4 days, our expert facilitators help you complete a key initiative, work through critical project deliverables, and engage your team. We use a learning-based approach to im- plement McLean & Company methodologies tailored to your unique situation.

Example Workshop
Create a Talent Strategy
Day 1
Identify Talent Implications of
Organizational Direction
• Review strategic documentation
• Conduct a SWOT analysis
• Debrief HR Stakeholder
Management Surve
y
• Debrief HR Management and
Governance Surv
ey
• Prioritize talent implications
Day 2
Determine Str
ategic Pillars and
HR Outcomes
• Create strategic pillars
• Identify metrics to support pillars
• Create HR outcomes
Day 3
Evaluat
e HR’s Ability to Achieve
the Outcomes
• Conduct a SWOT for HR
• Identify gaps to deliver HR
outcomes
• Create initiatives and a timeline for
implementation
•
Review existing initiatives for align-
ment with new talent strategy
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McLean & Company
GSA Approved Terms of Use
This document states the terms and conditions under which you may use this website and the Services, which are the property of “McLean & Company” a division of Info-Tech
Research Group Inc. Your use of this site and the Services constitutes acceptance of these terms and conditions.

1. General Use Restrictions
“McLean & Company” services, advice, materials, products, websites and network (collectively the “Services”) are to be used for the User’s (meaning a user that uses the publicly available Services, or is authorized by “McLean & Company” to use the Services that require paid access) internal use and benefit only pursuant to the terms and limitations of the paid subscription and may not be disclosed, dissemi- nated or distributed to any other party, except as “McLean & Company” otherwise agrees in writing. The User will not circumvent any encryption or otherwise gain access to
Services for which the User has not been expressly granted the appropriate rights of access.

The User will not use the Services for or knowingly trans- mit to “McLean & Company” or upload to any “McLean &
Company” site or network any illegal, improper or unaccept- able material or use them for illegal, improper or unaccept - able practices including without limitation the dissemination of any defamatory, fraudulent, infringing, abusive, lewd, ob - scene or pornographic material, viruses, trojan horses, time bombs, worms, or other harmful code designed to interrupt, destroy, or limit the function of any software, hardware or communications equipment, unsolicited mass email or
other internet based advertising campaigns, privacy breach- es, denial of use attacks, spoofing, or impersonation.

2. Copyright
The Services are © Info-Tech Research Group Inc. All rights reserved.

The Services are owned by and copyrighted by “McLean &
Company” and other parties and may contain trademarks
of “McLean & Company” or others. They are protected by
Canadian, U.S. and international copyright and trademark laws and conventions.

User may use the Services solely for its own internal infor- mation purposes pursuant to the terms and limitations of the paid subscription. The User may however forward indi - vidual articles contained in the Services to colleagues and others who may be interested in a specific article provided all copyright, trademark and other notices are not altered or removed. In addition, the User may download any policies or templates for their internal use. The User may alter the policy or template and remove any copyright, trademark or other notices and may share the document internally with colleagues only via LAN or intranet.

Any other reproduction of the Services in any form or by any means is forbidden without “McLean & Company’s” written permission, and without limiting the generality of the forego- ing, the User will not:
a.
record and re-transmit the Ser
vice over any network
(including any local area network), except as otherwise stated above;
b. use any Service in any timesharing, service bureau, bulle -
tin board or similar arrangement or public display;
c. post any Service to any other online service (including bulletin boar
ds or the Internet);
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d. sublicense, lease, sell, offer for sale or assign the Service; or
e. use “McLean & Company’s” name or any excerpts fr
om
the Services in the promotion of its products or services.

3. Users
Users must be authorized to use the Services by “McLean & Company”, and if a User uses the Services by virtue of being an employee, consultant or independent contractor of a User entity that has paid for the Services, must also be authorized by that entity. Such Users who are consultants or indepen - dent contractors for another User may only use the Services exclusively for
the benefit of that User entity. Users must
maintain and protect the confidentiality of any password(s), and are responsible to ensure that the passwords are effec- tive. Users shall advise “McLean & Company” immediately if they discov
er that their password has been compromised, at
the following number 1-877-821-0480 (US & CAN).

4. User Submissions
“McLean & Company’s” research services include the ability for clients to contribute content for publication on “McLean & Company’s” websites. If your account is used to submit, post, or add content to “McLean & Company’s” websites,
(collectively, “User Submissions”), you agree to accept sole responsibility for those User Submissions, including the in - formation, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and phot
ographic)
therein.

When you provide any User Submission to us, you grant
us, our affiliates, and our partners, a worldwide, irrevoca - ble, royalty-free, nonexclusive, sub-licensable license to use, reproduce, cr eate deriv
ative works of, distribute, publicly
perform, publicly display, transfer, transmit, distribute, and publish such User Submission, and subsequent versions
thereof. You agree you will not attempt to enforce any so- called “moral rights” in your User Submission against us, our affiliates, and/or our partners. This license will apply to the distribution and the storage of your User Submission in any form, medium, or technology now known or later developed.

By using “McLean & Company’s” research services, you
agree that none of your User Submissions will:
•
infringe on the intellectual property, trade secr
et, privacy,
publicity, or other rights of others;
• contain false statements or misrepresentations that
could damage “McLean & Company” or any thir
d party;
• include obscene, libelous, defamatory, thr
eatening,
harassing, abusive, hateful, sexually explicit, sexually ori- ented, profane, or embarrassing material, as determined by “McLean & Company” in its sole discretion;
•
be illegal or otherwise objectionable;
• contain the personal information of any third party,
including, without limitation, addr
esses, phone numbers,
email addresses, Social Security numbers, and credit
card numbers;
•
encourage or facilitate insider trading or anticompetitive behavior;
•
include commercial advertisements or solicitations; or
• purport to or actually pro
vide legal or professional advice.

Because “McLean & Company’s” Web sites are available to the public, we cannot guarantee that User Submissions on “McLean & Company’s” Web sites will remain confidential.

Although you are solely responsible for the content you pro- vide and we do not have a policy of reviewing or monitor- ing all User Submissions, we reserve the right to pre-screen and/or monitor User
Submissions. If we become aware of
User Submissions that violate these Terms of Service or that we believe to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion.

If you believe that any User Submissions appear to violate these Terms of Service, or if you believe any other user is en- gaged in illegal, harassing, or objectionable behavior, please contact us.

You acknowle dge,
consent and agree that “McLean &
Company” may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclo - sure is reasonably necessary to (i) comply with legal pro - cess; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to McleAn & coMpAny G sA Approved terMs of use
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your requests for customer service; or (v) protect the rights, property, or personal safety of “McLean & Company”, its users and the public.

5. Non-Disclosure of Confidential Information
In consideration of, and reliance upon, the covenants of Company and “McLean & Company” herein contained, the
parties have or will disclose to each other certain informa - tion (hereinafter referred to as “Confidential Information”), in- cluding, without limitation, information concerning future or proposed products, financial performance and projections, customers, employees, contracts, strategic relationships, marketing plans and business plans and other information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). Information which is disclosed orally shall not be considered Confidential Information unless (i) it is identified as Confidential Information prior to such disclosure, and (ii) it is memorialized in writing within fifteen (15) days following such disclosure by the Disclosing Party. Information which is disclosed visually or in tangible form (whether by document, electronic media or other form) shall not be considered Confidential Information unless it is clearly marked as Confidential Information, whether dis- closed orally, visually or in tangible form (whether by docu - ment, electronic media or other form). Information shall not be considered Confidential Information if:
•
It was in the public domain at the time of communica-
tion to the Receiving Party or is later placed in the public domain b
y the Disclosing Party;
• It entered the public domain through no fault of the
Receiving Par
ty subsequent to the time of disclosure
hereunder to the Receiving Party;
• It was in the Receiving Party’
s possession free of any
obligation of confidence prior to disclosure hereunder; or • It was developed by emplo
yees or agents of the
Receiving Party independently of and without reference
to any Confidential Information.

Except as provided herein, “Confidential Information” shall include, without limitation, proprietary, technical, marketing, operating, performance, cost, business pricing policies, pro- grams, inventions, discoveries, trade secrets, techniques, processes, source code, unlinked object modules, comput - er programming techniques, and all record bearing media containing or disclosing such information and techniques disclosed pursuant to this Agreement. Information regard- ing current products shall be treated as non-“Confidential Information” unless marked “Confidential”.

The Receiving Party shall not disclose, publish or com- municate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

6. Term
Many of the Services are “subscription” services that have a fixed Term and must be renewed in writing at the end of the term for services to continue. Contractual term of membership is generally one (1) to three (3) years in length and is agreed to by the parties in writing. Workshops purchased as part of membership expire without refund or credit at the end of the membership period covered by the purchase. Workshops pur- chased outside membership expire without refund or credit one (1) year after purchase. “McLean & Company” may termi- nate a User’s access at any time if the User or the entity paying for the User’s access violates the terms of use or subscription or any other agreement with Info-Tech.

7. Cancellation
“McLean & Company” Services cannot be terminated by the User during a contractual term.

8. Changes
“McLean & Company” may change or discontinue any aspect of its Services at any time, including content or features. “McLean & Company” also reserves the right to change the terms and conditions applicable to use of the Services. Use of the Services after such changes shall be deemed to be acceptance by User of such changes. These terms were last revised on June 12, 2020.

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9. Accuracy of Information and Warranty
The information contained in the Services has been obtained from sources believed to be reliable but “McLean & Company” does not warrant the completeness, timeliness or accuracy of any information contained in the Services. The Services are intended to: help identify business risks; provide insights based on industry research; and to help you focus on certain matters which may be affecting your business. “McLean & Company” does not provide legal, accounting or other pro- fessional advice, nor should any advice from “McLean &
Company” be construed as such. We encourage you to seek professional advice whenever necessary.
“McLean & Company” expressly excludes and disclaims all express or implied conditions, representations and warran - ties including, without limitation, any implied warranties or conditions of merchantability or fitness for a particular pur- pose, to the extent allowable by law.

Although “McLean & Company” takes reasonable steps
to screen Services for infection by viruses, worms, Trojan horses or other code manifesting contaminating or de-
structive properties before making the Services available, “McLean & Company” cannot guarantee that any Service will be free of infection.

User assumes sole responsibility for the selection of the Services to achieve its intended results. The opinions ex- pressed in the Services are subject to change without notice. “McLean & Company” does not endorse third party products or services. “McLean & Company” assesses and analyzes
the effectiveness and appropriateness of information tech- nology in the context of a general business environment only unless specifically hired by a User to assess in the context of their own environment.

10. Limitation of Liability
In no event is “McLean & Company” liable for any direct, special, indirect, consequential, incidental, punitive or other damages however caused, whether in contract, tort, negli- gence, strict liability, operation of law or otherwise, (includ- ing without limitation damages for lost profits, business interruption or loss arising out of the use of or inability to use the Services, or any information provided in the Services, or claims attributable to errors, omissions or other inac - curacies in the Service or interpretations thereof), even if “McLean & Company” has been advised of the possibility of such damages. “McLean & Company’s” total liability shall in no event exceed the amount paid by the User for the Service in question.

The User acknowledges that “McLean & Company” has set its prices and sold the Services to it in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the bargain between the parties. They shall apply even if the contract between the User and “McLean & Company” is found to have failed in its fundamental or essential purpose or has been fundamentally breached.

11. Links to Third-Party Sites
Any third-party sites that are linked to the Services are not under “McLean & Company’s” control. “McLean & Company” is not responsible for anything on the linked sites, including with- out limitation any content, links to other sites, any changes to those sites, or any policies those sites may have. “McLean & Company” provides links as a convenience only and such links do not imply any endorsement by “McLean & Company” of those sites.

12. Investment Advice
The Services are not intended to be used for the purpose of, or as a basis for, making investment decisions or recom- mendations with respect to securities of any company or industry and “McLean & Company” assumes no liability for decisions made, in whole or in part, on the basis of any infor- mation contained in the Services.

13. Governing Law
This site and agreement is governed by the laws of the
Province of Ontario, Canada, excluding any conflicts of law provisions and excluding the United Nations Convention
on Contracts for the International Sale of Goods. Any legal action against “McLean & Company” shall take place in the courts of the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the courts of Ontario.

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14. Entire Agreement
These standard terms of use, together with any service
agreements and statements of work signed by the parties, contains the complete and exclusive statement of agree- ment between the parties and supersedes all purchase order terms and conditions, understandings, proposals, negoti- ations, representations or warranties of any kind whether written or oral. These terms and conditions may not be mod- ified except via written agreement signed by both parties.

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McLean & Company
GSA Approved Privacy Policy
This is the privacy policy of McLean & Company. This docu- ment explains McLean & Company's policies for the collec- tion, use and disclosure of personal information.

The Information We Collect
McLean & Company collects information by various meth-
ods, including information actively provided by its lead providers and its customers and information arising from customer surveys and general feedback.

The types of personal information we collect include name, contact information, identification information, and credit in- formation. Credit card information is used for billing purpos- es only. We may record calls to or from our customer service representatives for purposes of accuracy, performance re- views, training and General quality assurance.

How We Use This Information
This information is used to provide our various products, including customer service, accounting, billing, and collec- tions, and in the marketing of other McLean & Company
products.

McLean & Company may use aggregate or anonymous in-
formation, which will not be linked to identified individuals, for various other uses for itself and third parties. The identity of our corporate clients is not considered personal or confi- dential information, and we may disclose that information for promotion and marketing purposes.

McLean & Company users may have the option to partici-
pate in online discussion communities. Such communities are exclusive communities for certain McLean & Company
subscribers and are accessible only by subscribers through their McLean & Company login name and password.

Participation in the community is completely voluntary. By opting into the community, subscribers agree to share basic contact information (name, company, address) with their peers in the community.

Who We Share This Information With
McLean & Company does not share personal information
with any third parties except as disclosed in this policy.

McLean & Company may provide personal information to
McLean & Company’s consultants, subcontractors, and pro- fessional advisors (which shall be bound by privacy obliga- tions) to assist McLean & Company’s uses disclosed herein.

Security
Personal information is stored in a combination of paper and electronic files. They are protected by security measures ap- propriate to the nature of the information.

Accessing Information
Individuals may review their personal information contained in McLean & Company files by contacting the McLean &
Company privacy officer. If an individual believes that any of their personal information is inaccurate, we will make appro- priate corrections.

Cookies
Cookies are used by McLean & Company for the conve-
nience of our users. They are used to streamline access to the online subscriber service. Cookies automatically authen- ticate the user. A user can access McLean & Company prod- ucts with the cookie feature turned off; however, in doing so they may find themselves challenged for username and password information on multiple occasions. McLean &
Company also uses cookies to track users' visits and uses that information to improve user experience and track use of our products.

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Links
McLean & Company seeks out the best web sources and
resources for our advisory services. Many of our pages con- tain links to information at other websites. When you click on one of these links, you are moving to another website.

We encourage you to read the privacy statements of these linked sites, as their privacy policy may differ from ours.

McLean & Company may disclose personal information to
another entity purchasing (including for diligence purposes prior to purchase) the assets of McLean & Company, provid- ed that entity abides by this or a similar privacy policy.

McLean & Company is a division of Info-Tech Research
Group Inc. All rights reserved.

Ryan Huggett
Toll Free: 1-888-670-8889 Ext. 2691
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF THE RENEWAL

SUBSCRIPTION AGREEMENT WITH INFO-TECH RESEARCH GROUP
FOR A THREE-YEAR TERM NOT TO EXCEED $170,000
Info-Tech Research Group provides Information Technology (IT) and Cybersecurity research, advisory, and consulting services including technology-based business research, industry-specific reporting, best-practice methodologies, benchmarking, and market analysis research. Info-Tech library of research and consulting are needed practice aids for proper Governance of Information and Technology. Without their valuable research, the IT and Cybersecurity divisions would need additional staffing and budget to conduct research ourselves.

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

1. The City Manager is authorized to execute the renewal subscription agreement with Info-Tech Research Group, a copy of which is attached as Exhibit A and incorporated by this reference, for a three-year term not to exceed $170,000.

2. The City Manager is authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Tara M. Mazzanti
Marie Weber Tara M. Mazzanti
City Clerk Assistant City Attorney
Exhibit A - City of Livermore ITRG Member Renewal GSA
134
City of Livermore
Service Proposal
Megan Manning
Member Services Director
[email protected]
1-888-670-8889 ext.2430
November 30, 2021
Page
1 of 4
2021-758 JKS/KJT

EXHIBIT A

CC Contract No. 22-002
135
Hi Donald,
On behalf of our entire team at Info-Tech Research Group, I am pleased to present this proposal for IT Research and Advisory services to you and your IT department at City of Livermore.

Info-Tech's IT Research and Advisory membership provides you with access to our powerful diagnostic tools and key research to help you systematically improve your IT department’s performance.

To help you maximize the impact of your membership, we also provide an unmatched level of member service.

I welcome the opportunity to work with you and your IT executives at City of Livermore. Should you have questions at any time, please contact me directly at your convenience.

Sincerely,
Megan Manning
Member Services Director
[email protected]
1-888-670-8889 ext.2430
Info-Tech Research Group
3960 Howard Hughes Parkway
Suite 500, Las Vegas, NV, USA
89169
infotech.com
Page
2 of 4
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CC Contract No. 22-002
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SERVICE AGREEMENT WITH INFO-TECH RESEARCH GROUP
Service Start Date: February 1, 2022 || Contract Length: 3-year Contact: Donald Hester
City of Livermore
Product Bundle Options Description Quantity Subtotal Discount Total Basic Bundle /ML See below for your selected
bundle products
Basic Bundle /ML 1.00 $44,221.67 $4,720.67 $39,501.00
Leadership Membership Leadership Membership: Unlimited
analyst calls, full diagnostic access,
contract reviews, assigned executive
advisor, 1 software selection
engagement per year

1.00 Advisory Membership Unlimited analyst calls, full diagnostic access, 1 software selection
engagement

1.00 Online Workshop
Membership
Workshop Delivered Online 1.00 $13,898.24 $2,015.24 $11,883.00 Concierge Services Over 20 high-impact, single-day
consulting engagements designed to
be delivered online or onsite

1.00 $18,760.71 $18,760.71 $0.00
Team Membership Access to core research content -
project blueprints, Info-Tech Academy,
online Leadership training, software
selection content, tools and templates
library

2.00 $5,551.64 $804.98 $4,746.66
Reference Membership Access to core research content -
project blueprints, Info-Tech Academy,
software selection content, tools and
templates library

2.00 $0.00 $0.00 $0.00
Total Discounts: $26,301.60
Total: $56,130.66
All items stated on this document are in USD and is subject to applicable taxes.

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EXHIBIT A

CC Contract No. 22-002
137
Federal Supply Service Authorized Federal Supply Schedule Price List (GSA) - GS-35F-298GA Payment Terms: Prompt payment terms 0%, Net 30 days
Unless otherwise stated, consulting and workshop engagements do not include travel and expenses, which will be charged in addition to the fees listed. Workshops purchased as part of membership expire without refund or credit at the end of the membership period covered by the purchase. Workshops purchased outside membership expire without refund or credit 1-year after purchase. Please work with your member services representative to select and schedule workshops prior to expiration.

Subject to applicable taxes. If your company is tax exempt, please provide a valid tax exemption certificate with the signed proposal. This Service Agreement is subject to the terms of the Federal Supply Schedule for Info-Tech, available online, including s 552.238-114 (Use of Federal Supply Schedule Contracts by Non-Federal Entities) of the GS-35F-298GA Contract Clause Document.

Unless agreed to in writing, any customer terms, including purchase order terms and conditions, are of no force or effect. By signing this Service Agreement, you agree to pay the fees set out herein annually for the term indicated.

This proposal has a definite expiry date of January 31, 2022.

Please return this signed Service Agreement to Info-Tech by DocuSign, email [email protected] or fax (1-519-432-2506). Please include PO if required. Thank you for your business!
_________________________________________________________________________________________________________________ The signature below affirms your commitment to pay for the services ordered in accordance with the terms of this service agreement and in accordance with the Terms of Use.

If you are tax exempt, please provide tax exemption certificate.

Term Number Invoice Date Invoice
Amount Term Start Date Term End Date Notes
1 January 17, 2022 $56,130.66 February 1, 2022 February 1, 2023 Year 1 invoice to be sent upon receipt of signed agreement.

Payment Due: Net 30 (on or by March 2, 2022)
2 November 1, 2022 $56,130.66 February 1, 2023 February 1, 2024 Payment Due: Net 30 (on or by March 2, 2023) 3 November 1, 2023 $56,130.66 February 1, 2024 February 1, 2025 Payment Due: Net 30 (on or by March 1, 2024) Name _______________________________ Signature _____________________________ Title _________________________________ Date _________________________________

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EXHIBIT A

CC Contract No. 22-002
138

CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing the appropriation of funding for development of the Vineyard 2.0 affordable housing and community care facilities project and approving funding agreements and related documents between the City of Livermore and Tri Valley BMR, LLC.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:

1 .

Appropriating up to $1,620,135 of Human Services Facility Funds to Tri Valley BMR, LLC for a grant to develop community care facilities located at 460 North Livermore Avenue; and 3 .

Appropriating up to $1,500,000 of
Non-Housing Residual Property Taxes (County "Boomerang
Funds”)
to Tri Valley BMR, LLC for a grant to develop of the Vineyard 2.0 project as awarded and directed by the Alameda County Board of Supervisors; and 4 .

139

SUMMARY
Housing Consortium of the East Bay (HCEB), the sole managing member of the Tri Valley BMR, LLC, is developing a mixed-use affordable housing project with community-serving facilities known as the Vineyard 2.0 project. Located at 460 North Livermore Avenue, the Vineyard 2.0 project will provide 23 permanent supportive homes for people experiencing homelessness as well as dedicated, permanent infrastructure to address the food and service needs of persons at risk of and experiencing homelessness in Livermore and their nonprofit service providers. HCEB has worked with the City to finalize a financing plan for the project that includes a request to the City for a Development Loan of $3,640,522 in City Housing funds and a Human Services Facility Grant of $1,620,135. In addition, the Alameda County Board of Supervisors awarded the City of Livermore with $1,500,000 in Alameda County Non-Housing Residual Property Taxes (“Boomerang Funds”) for the purposes of supporting the development of the Vineyard 2.0 project. If the staff-recommended loan and grant agreements are approved, HCEB will move forward with closing escrow on its construction loan and commence construction.

DISCUSSION
In 2017 and 2018, the Livermore City Council approved funding for Housing Consortium of the East Bay (HCEB), the sole managing member of the Tri Valley BMR, LLC, to finance initial predevelopment and acquisition expenses necessary to acquire the property located at 460 North Livermore Avenue (the “Vineyard Site”) and design a mixed-use affordable housing project with community-serving facilities known as the Vineyard 2.0 project (the “Project”).

On May 5, 2020, the Livermore Planning Commission approved entitlements for the redevelopment of the Vineyard site with three new buildings containing 23 apartments for extremely low-income households earning between 20 to 30 percent of the Area Median Income (AMI), an onsite manager’s apartment, a resource center for the neighborhood and individuals who are homeless, and a food service kitchen operated by the local non-profit Open Heart Kitchen.

The Vineyard 2.0 project is consistent with the City’s Housing First Initiative, a comprehensive strategy to reduce homelessness. The project also provides dedicated, permanent infrastructure to address the food and service needs of persons at risk of and experiencing homelessness in Livermore and their nonprofit service providers. All housing units, except for the manager’s unit, will be affordable to households earning 20 to 30 percent of Area Median Income (AMI). Since the project will receive funding from Alameda County Measure A1 bonds and the State of California, the project is also subject to regulatory agreements with those entities.

HCEB has engaged with the City, a variety of agencies, civic organizations, and faith-based volunteer groups to seek input on services, identify community partners, design facilities to accommodate the programming, and create a site layout. Future service partners and volunteer groups engaged by HCEB to provide services at the site once developed include: Open Heart Kitchen, CityServe of the Tri-Valley, the Livermore Homeless Refuge, and volunteer programs hosted by the congregations in Livermore that provide showers, washing services, mail, breakfast and clothing programs.

On December 8, 2020, the Alameda County Board of Supervisors awarded the City of Livermore with $1,500,000 in Alameda County Non-Housing Residual Property Taxes (“Boomerang Funds”) for the purposes of supporting the development of the Vineyard 2.0 project. On November 19, 2021, the City 140
requested written concurrence from Alameda County that the Grant Agreement with HCEB attached to this item’s Resolution as Exhibit C, and plan for distribution of the funds is consistent with the intent of the Board’s action on December 8, 2020. While staff anticipates that the County will concur, such concurrence has not yet been received, and as such, staff requests that the City Council authorize the City Attorney to make and approve final edits to the agreement form if requested by the County in order to prevent a delay of escrow closing for the Vineyard project.

HCEB has worked with the City to finalize a financing plan for the Project that includes the City’s existing $2,270,000 Acquisition Loan and $855,000 Predevelopment Loan, as well as a request for additional support for development of the housing and services components. Because of the extremely low rents and nonprofit uses, HCEB cannot afford monthly debt payments on the project and has identified a variety of public funding sources and private donations that will enable them to keep rents affordable for the residential and nonprofit tenants. HCEB’s current funding request to the City for a Development Loan of $3,640,522 leverages over $13.7 million in other State, local and private funds to develop the Project.

If approved, the City’s new Development Loan would be evidenced through the Affordable Housing Loan Agreement, and Promissory Note secured by a Deed of Trust. As a condition of receiving the loan funds, the project developer also agrees to execute a 55-Year Residential Regulatory Agreement to rent-restrict units for extremely low-income households and establish property maintenance and management standards.

In addition to the Development Loan, HCEB also requests a grant of $1,620,135 from the City’s Human Services Facility Fund (Fund 333) to construct the Vineyard project’s community-serving facilities. Grant funds will be used for costs related to the development of the housing resource center that will offer social services for people experiencing homelessness as well as the commercial kitchen that will be operated by Open Heart Kitchen and expand their meal production capacity. The City will also record a 55 Year Services Facility Regulatory Agreement in order to ensure that the facilities continue to benefit low-income individuals in Livermore and operate in a manner consistent with the Social and Human Services Facility Fee Ordinance.

If the loan and grant agreements are approved, HCEB will move forward with closing escrow on its construction loan by January 31, 2022. Construction is expected to commence within ninety (90) days of the close of escrow and to be completed 24 months after construction begins.

The City’s loan and regulatory agreements also allow for subordination to other approved lenders, and staff recommends City Council approve the execution of the Subordination Agreement with JP Morgan Chase Bank and Alameda County, substantially in the form provided and subject to final approval by the City Attorney. The execution of these agreements will establish the priority of liens and regulatory agreements between the lenders. As proposed, the order will not adversely affect the City’s financial interest in the property, nor its regulatory interest in restricting the use to affordable housing for people experiencing homelessness.

Staff recommends approval of the Affordable Housing Loan Agreement, Amended and Restated Affordable Housing Regulatory Agreement, Social and Human Services Facility Fee Grant Agreement and Regulatory Agreement, County of Alameda Grant Agreement, and all other related documents authorized and described in those agreements. The coexistence of housing units that support the City’s Housing First initiative, along with food and support services for persons experiencing homelessness, exemplifies the comprehensive strategies and partnerships needed to achieve a reduction of homelessness.
141

FISCAL AND ADMINISTRATIVE IMPACTS

At present there are no appropriations for the Development Loan and Human Services Facilities Grant in the current budget for Fiscal Year 2021-22. The recommended action includes supplemental appropriations of $1,182,772 from the Affordable Housing Trust Fund (Fund 611), $2,457,750 from the Housing Successor Agency Fund (Fund 609), $1,620,135 from the Human Services Facility Fee Fund (Fund 333), and $1,500,000 from the General Fund for a total appropriation of $6,760,657.

Appropriations in the General Fund will be offset by the $1,500,000 received by the City for Boomerang Funds awarded by the Alameda County Board of Supervisors for the Vineyard 2.0 project.

Per the terms of the Affordable Housing Loan Agreement, the development loan will accrue three percent (3%) annual interest for a 55-year term and be payable, customary with other City affordable housing loans, from any residual cash generated by the future project once developed after all expenses and debt service obligations have been met.

ATTACHMENTS

1. Resolution

2. Exhibit A - Affordable Housing Loan Agreement

3. Exhibit B - Amended and Restated Regulatory Agreement

4. Exhibit C - Human Services Facility Fee Grant Agreement

5. Exhibit D - Services Facility Regulatory Agreement

6. Exhibit E - Vineyard Alameda County Grant Agreement

7. Exhibit F - Vineyard Subordination Agreement

Prepared by: Grace Streltzov
Management Analyst II

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

142
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING APPROPRIATION OF FUNDS FOR
DEVELOPMENT OF THE VINEYARD 2.0 AFFORDABLE HOUSING

AND COMMUNITY CARE FACILITIES PROJECT AND EXECUTION OF

FUNDING AGREEMENTS AND RELATED DOCUMENTS BETWEEN

THE CITY OF LIVERMORE AND TRI VALLEY BMR, LLC
On September 24, 2018, the Livermore City Council approved funding for Housing Consortium of the East Bay (HCEB), the sole managing member of the Tri Valley BMR, LLC, to finance initial predevelopment and acquisition expenses necessary to acquire the property located at 460 North Livermore Avenue and design a mixed-use affordable housing project with community care facilities known as the Vineyard 2.0 project (the “Project”). HCEB proposes to develop the Project through a variety of City, County of Alameda, State of California, and private funding sources targeted to support the residential and service components.

On December 8, 2020, the Alameda County Board of Supervisors approved the use of $1,500,000 in one-time funds from Non-Housing Residual Property Taxes (the “Boomerang Funds”) to partner with the City of Livermore to support the Project to support housing for vulnerable populations. The City wishes to help the County administer the Boomerang Funds and understands the funds should be given to HCEB for the Project.

Tri Valley BMR has requested a development loan of $3,640,522 from the City to commence construction and complete the Project as well as a grant of $1,620,135 to construct the Project’s community-serving facilities.

The City and Tri Valley BMR, LLC now wish to enter into the agreements attached to this Resolution to execute these funding requests.

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

1. Appropriates up to $1,182,772 of City Affordable Housing Trust Funds (Fund 611) and $2,457,750 of Housing Successor Agency Funds (Fund 609) to Tri Valley BMR, LLC for a development loan for the Vineyard 2.0 project located at 460 North Livermore Avenue;

2. Appropriates up to $1,620,135 of Human Services Facility Funds (Fund 333) to Tri Valley BMR, LLC for a grant to develop community care facilities located at 460 North Livermore Avenue;

3. Appropriates up to $1,500,000 of Non-Housing Residual Property Taxes (the “Boomerang Funds”) (Fund 001) to Tri Valley BMR, LLC for a grant to develop the 143
RESOLUTION NO. ________
Vineyard 2.0 project as awarded and directed by the Alameda County Board of Supervisors;

4. Authorizes the City Manager, or his designee, to execute the Affordable Housing Loan Agreement attached hereto as Exhibit A, Amended and Restated Affordable Housing Regulatory Agreement attached hereto as Exhibit B, Social and Human Services Facility Fee Grant Agreement attached hereto as Exhibit C, Services Facility Regulatory Agreement attached hereto as Exhibit D, between the City of Livermore and Tri Valley BMR, LLC; and all other related documents authorized and described in those agreements;

5. Authorizes the City Manager to execute a Grant Agreement, attached hereto as Exhibit E, between the City of Livermore and Tri Valley BMR, LLC, that governs the funds awarded to the City from the County of Alameda for Vineyard 2.0. and subject to final form approval by the City Attorney; and

6. Authorizes the City Manager, or his designee, to execute a Subordination Agreement with Tri Valley BMR, LLC, the County of Alameda, and JP Morgan Chase Bank, in substantially the forms attached hereto as Exhibit F, and subject to final form approval by the City Attorney.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Kelly J. Trujillo
Marie Weber Kelly J. Trujillo
City Clerk Assistant City Attorney
Exhibit A – Affordable Housing Loan Agreement
Exhibit B – Amended and Restated Affordable Housing Regulatory Agreement Exhibit C – Social and Human Services Facility Fee Agreement Exhibit D – Services Facility Regulatory Agreement
Exhibit E – Grant Agreement with Tri-Valley BMR, LLC (County of Alameda funds) Exhibit F – Form of Subordination Agreement
144

AFFORDABLE HOUSING LOAN AGREEMENT
(Predevelopment and Development)
by and between

THE CITY OF LIVERMORE
and

TRI V A

LLEY BMR, LLC
Vineyar
d Affordable Housing Project
_______________________, 2022
2021-486 JLH/KJT
CC Contract No. 22-005

EXHIBIT A
145
THIS
AFFORDABLE HOUSING LOAN AGREEMENT (Predevelopment and
Development) (this “ Agreement”) is entered into effective as of ______________, 2022 (“Effective Date”) by and between the City of Livermore, a municipal corporation (“ City”) and Tri Valley BMR, LLC, a California limited liability company (“Borrower”), whose sole member is Housing Consortium of the East Bay, a California not -for-profit corporation (“HCEB”). The City and the Borrower are collectively referred to herein as the “Parties.”

RECITALS
A. On September 27, 2018, the City entered into an Affordable Housing Loan Agreement with the Borrower (the "City Acquisition Loan Agreement") to provide a loan to Borrower in the amount of $2,270,000 (the “ City Acquisition Loan ”) to assist in financing acquisition of the property located at 460 North Livermore Avenue, known as Alameda County Assessor Parcel No. 098-0240-001- 17, and more particularly described in Exhibit A attached hereto (the “Property ”). In connection with the City Acquisition Loan, the City and Borrower entered into that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of September 27 , 2018 and recorded October 2, 2018, as Instrument No. 2018191363 in the Official Records of Alameda County (the " Original Regulatory Agreement "), that certain Deed of Trust and Assignment of Rents (the “City Acquisition Deed of Trust ”), dated as of October 2, 2018 and recorded October 2, 2018, as Instrument No. 2018191364 in the Official Records of Alameda County, and that certain Promissory Note dated as of October 2, 2018 (the “City Acquisition Note”).

B. Pursuant to the City Acquisition Loan Agreement, Borrower will develop, own, and operate an affordable housing development consisting of twenty-four (24) units of permanent, supportive, affordable rental housing for persons who are formerly homeless with related improvements supporting the residences, as well as approximately 9,755 square feet of services space for a variety of community -serving, non-profit programs including but not limited to food, basic needs, shelter, housing referral and counseling, and a commercial kitchen (the "Project”).

C. On June 30, 2017 the City entered into a Predevelopment Loan Agreement with Borrower to help finance initial predevelopment and acquisition expenses necessary to assess the feasibility of potential development of the Project and to gain entitlements to develop the Property, as subsequently amended by that certain First Amendment to Predevelopment Loan dated June 26, 2018 and that certain Second Amendment to Predevelopment Loan Agreement dated September 25, 2018, each to increase the l oan amount to include additional funds for the predevelopment budget (as amended, the "City Predevelopment Loan Agreement"). The total amount of the loan under the City Predevelopment Loan Agreement is Eight Hundred Fifty- Five Thousand One Hundred Ten Dollars ($855,110) (the "City Predevelopment Loan"). In connection with the City Predevelopment Loan, the City and Borrower entered into that cert ain Deed of Trust and Assignment of Rents, dated October 2, 2018 and recorded October 2, 2018 as Instrument No. 2018191365 in the Official Records of Alameda County (the “City Predevelopment Deed of Trust”), and that certain Second Amended and Restated Promissory Note dated October 2, 2018 (the “City Predevelopment Note”). As of the Effective Date, of the total proceeds of the City Predevelopment Loan (the " City Predevelopment Loan Proceeds" ), $646,238 have been 2021-486 JLH/KJT
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EXHIBIT A
146
disburs
ed and Two Hundred Eight Thousand Eight Hundred Seventy -Two Dollars ($208,872) remain available.

D. The City Predevelopment Loan Agreement has expired and City and Borrower now wish to subsume and the restate the terms of the City Predevelopment Loan Agreement in this Agreement. The City Predevelopment Loan shall be evidenced by the existing City Predevelopment Deed of Trust and by that certain Third Amended and Restated Promissory Note (Predevelopment Loan) from Borrower to City dated as of approximately even date herewith (the "Third City Predevelopment Note").

E. U pon the satisfaction of the conditions precedent set forth in this Agreement and subject to the terms and conditions set forth herein, the City has agreed to (i) allow for the allocation of the remaining balance of the City Predevelopment Loan to the Project; and (ii) make a development loan to the Borrower in an amount not to exceed Three Million Six Hundred Forty Thousand Five Hundred Twenty Two Dollars ( $3,640,522) (the “City Development Loan”) to assist with permanent development financing for of the Project.

F. Concurr
ently with the execution of this Agreement, Borrower will execute, and deliver to City, and as applicable, cause to be recorded in the Official Records: a City Development Loan Note to evidence Borrower’s obligation to repay the City Development Loan (“City Development Note”), a deed of trust in the amount of Three Million Six Hundred Forty Thousand Five Hundred Twenty Two Dollars ($3,640,522) that will provide City with a security interest in the Property (the “City Development Deed of Trust”) to secure the City Development Loan Note, and the Restated Regulatory Agreement (defined below), that will amend and restate the Original Regulatory Agreement and that will restrict eleven (11) units in the Project to be affordable to low- income households, with incomes that do not exceed 30% of the Area Median Income, for a term of not less than fifty-five (55) years.

G. A mate
rial inducement to City to enter into this Agreement is the representation by Borrower to develop the Project within the time periods specified in the Schedule of Performance attached as Exhibit I, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Borrower to take such actions and complete such work in accordance with such provisions and within such time periods.

NOW, TH
EREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I
D
EFINITIONS; EXHIBITS

1.1 Definitio ns. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. 2021-486 JLH/KJT
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EXHIBIT A
147
“Aff
ordable Rent” is defined in the Restated Regulatory Agreement. “Agreement” means this Affordable Housing Agreement.
“Applicable Laws” is defined in Section 5.4.
“Approved Financing ” for t he project means the sources included in the Approved Development Budget, attached as Exhibit G, or as otherwise modified in accordance with Section

5.8. “Approved Senior Loan” means the loan provided by JPMorgan Chase Bank in th e amount of $1,810,032.
“Area Median Income” is defined in the Restated Regulatory Agreement. “Borrower” means Tri Valley BMR, LLC., a California limited liability company. “Certif
icate of Completion” means a final certificate of occupancy or its equivalent. “City
’s Authorized Representative” means the City Manager of the City of Livermore. “City” means the City of Livermore, a municipal corporation. “City Acquisition Deed of Trust” is defined in Recital A. “City Acquisition Loan ” and "City Acquisition Loan Agreement" are defined in Recital A.
“City Acquisition Note” is defined in Recital A.
“City Council” means the City Council of the City of Livermore. “City Deeds of Trust ” is defined as that City Predevelopment Deed of Trust, City Development Deed of Trust, and City Acquisition Deed of Trust. “City Development Deed of Trust” is defined in Recital F. “City Development Loan” is defined in Recital E.
“City Development Note” is defined in Recital F.
“City Documents ” means collectively, this Agreement, the City Acquisition Loan Agreement, the City Notes, the City Deeds of Trust, and the Restated Regulatory Agreement , as amended.
“City Notes” is defined as that City Predevelopment Note, City Acquisition Note, and City Development Note. [NOTE: definition not used.]
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EXHIBIT A
148
“City’s Permitted Exceptions” is def ined in Section 4.6(f). “City Predevelopment Deed of Trust” is defined in Recital C. “City Predevelopment Loan” is defined in Recital E.
“City Predevelopment Note” is defined in Recital C.
“Claims” is defined in Section 5.3.
“Closing Date” or “Close of Escrow” shall be the date that escrow closes for the Loan. “Environmental Laws” is defined in Section 7.1.2.
“Escrow Agent” is defined in Section 3.1.
“Financing Plan” is defined in Section 2.3.
“Force Majeure” is defined in Section 12.1.
“Hazardous Material” is defined in Section 7.1.1.
“HCEB” means Housing Consortium of the East Bay, a California nonprofit public benefit corporation.
“Improvements” is defined in Section 2.2.
“Indemnitees” is de fined in Section 5.3.
“Lender’s Title Policy” is de fined in Section 4.6(f).
“Loan” means collectively the City Predevelopment Loan and the City Development Loan.
“Development Loan Proceeds” is defined in Section 4.1.1. “Maturity Date” is defined in Section 4.2.
“Notes” is defined in Section 4.6(d).
“Official Records” means the Official Records of Alameda County. “Prevailing Wage Laws” is defined in Section 5.3.
“Project” is de fined in Recital B.
“Property” is def ined in Recital A.
“Relocation Laws” is defined in Section 6.5.
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EXHIBIT A
149
“Restated Regulatory Agreement” is defined in Section 4.6(d). “Title Company” is defined in Section 3.1.
“Transfer” is defined in Sect ion 8.2.

1.2 Exhibits . The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A Lega
l Description of the Property
B Form of Third City Predevelopment Note
C Form of City Development Note
D Form of City Development Deed of Trust
E Form of Restated Regulatory Agreement
F Insurance Requirements
G Approved Development Budget
H Predevelopment Loan Budget
I Schedule of Performance

ARTICLE I
I
REPRESENTATIONS; PROJECT SCOPE; FINANCING PLAN

2.1 Borrower’s Representations. Borrower represents and warrants to City as follows, and Borrower covenants that until the expiration or earlier termination of this Agree ment, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Borrower shall immediately give written notice of such fact or condition to City. Borrower acknowledges that City shall rely upon Borrower’s representations made herein notwithstanding any investigation made by or on behalf of City. (a) Organization. Borrower is a limited liability company, duly organized and in good standing under the laws of the State of California and whose sole member is Housing Consortium of the East Bay, a nonprofit public benefit corporation duly organized and in good standing under the laws of the State of California and tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
(b) Authority of Borrower. Borrower has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by Borrower, or to be executed and delivered by Borrower pursuant to, or in connection with, this Agreement, and to perform and observe all terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, have been or will be executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Borrower, 2021-486 JLH/KJT
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EXHIBIT A
150
and all
actions required under Borrower’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, have been duly taken or will have been duly taken (to the extent such actions are required) as of the date of execution and delivery of such documents.
(d) Valid and Binding Agreements. This Agreement and all other documents or instruments which have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to laws affecting creditors’ rights and principles of equity.
(e) No Breach of Law or Agreement . Neither the execution nor delivery of this Agreement or any other documents or instruments that have been or that will be executed and delivered by Borrower pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Borrower, or any provision of the organizational documents of Borrower, or will conflict with or constitute a breach of or a default under any agreement to which Borrower is a party, or will result in the creation or imposition of any lien upon any assets or property of Borrower, other than liens established pursuant hereto. (f) Pending Proceedings. Borrower is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the current actual knowledge of Borrower’s principals, there are no claims, actions, suits or proceedings pending or threatened against or affecting Borrower or the Property, at law or in equity, before or by any court, board, commission or agency. Borrower is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Borrower’s assets has been made.

2.2 Project Scope. The Project will include the development of affordable housing and services on the Property, which will include: (i) 24 new construction apartments that will include one (1) manager's residential unit and office/resident community space; and, (ii) approximately 6,000 square feet of services space for the community to be known as the Resource Center (the "Resource Center") that will support and expand existing types of food, basic needs and counseling services that assist persons experiencing homelessness and the low-income community at large, and (iii) a commercial kitchen facility (the "Improvements"). To the extent allowed by law, preference shall be given for marketing to and occupancy by individuals who are homeless as further described in the Restated Regulatory Agreement.

2.3 Financing Plan. Borrower intends to finance the costs of the Project with sources that may include, but are not limited to, the City Loan, Alameda County Measure A1 Affordable Housing bond funds, Community Development Block Grants, State of California No Place Like Home funds, and private lender construction and permanent financing. Borrower shall submit to 2021-486 JLH/KJT
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or City’s review and approval, Borrower’s plan for construction and permanent financing for the Project (the “Financing Plan”). The Financing Plan shall indicate all sources of funds necessary to pay, when due, the estimated costs of the Project, including without limitation acquisition costs and hard and soft construction costs (sources and uses). The Financing Plan shall include development and operating pro formas which set out in detail Borrower’s plan for financing the costs of acquisition, construction and operation of the Project to include rent rolls, and an ongoing operating budget and cash flow analysis. Borrower’s submittal and City’s approval of the Financing Plan are conditions to City’s obligation to fund the Loan.

ARTICLE III

ESCROW AND CLOSING

3.1 Escrow. City and Borrower shall open escrow at the office of Old Republic Title Company located at 555 12th Street, Suite 2000, Oakland, CA 94607, or such other title company as the Parties may agree upon (“ Title Company” or “Escrow Agent ”) in order to consummate the closing of escrow for the transactions contemplated hereby.

3.2 Costs of Closing and Escrow. Borrower shall pay all title insurance premiums for policies Borrower elects to purchase in connection with Borrower’s acquisition of the Property.

Borrower shall pay, or cause to be paid, all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the acquisition of the Property. Borrower shall pay for the cost of any lender’s policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby. City and Borrower shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Borrower may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Borrower, shall serve as escrow instructions for the Closing.

3.3 Closing. The Closing Date shall be a date that is mutually acceptable to the Parties.

Prior to the Close of Escrow, Borrower shall deposit into escrow the City Documents to which Borrower is a party, executed and acknowledged as applicable, and Borrower’s share of closing costs. Provided that all conditions precedent (Section 4.6) to Close of Escrow have been satisfied or waived, City shall deposit into escrow executed copies of the City Documents to which City is a party. On the Closing Date the Escrow Agent shall cause the City Development Deed of Trust and Restated Regulatory Agreement to be recorded in the Official Records.

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1 Predevelopment and Development Loan and Note.

4.1.1 Development Loan. The City will make the City Development Loan to the Borrower in the amount of Three Million Six Hundred Forty Thousand Five Hundred Twenty -Two Dollars ($3,640,522) upon the terms and conditions and for the purposes set forth in this Agreement. 2021-486 JLH/KJT
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The sources of funds for the City Development Loan consist of Two Million Four Hundred Fifty-Seven Thousand Seven Hundred Fifty Dollars ($2,457,750) in City of Livermore Housing Successor Agency Funds and One Million One Hundred Eighty- Eight Thousand Seven Hundred Seventy-Two Dollars ($1,182,772) in City of Livermore Housing Trust Funds, which collectively make up the City Development Loan. The City Development Loan shall be evidenced by the City Development Note which shall be dated as of the Closing Date and executed by Borrower substantially in the form attached hereto as Exhibit C . Provided that Borrower has complied with all conditions precedent to disbursement of the City Development Loan set forth in Section 4.6, the proceeds of the City Development Loan (“Development Loan Proceeds”) shall be disbursed pursuant to approved draw requests as described in Section 4.9. The Parties agree that City shall disburse the Development Loan Proceeds only for the purpose of funding Project development costs, and repayments of the City Development Loan, City Predevelopment Loan and City Acquisition Loan shall be made on a pari passu basis until fully repaid.

4.1.1(i) Interest Rate. The principal balance of the City Development Note outstanding will bear interest at the rate of three percent (3%) per annum based on a 365-day year from the date of disbursement. Annual payments shall be due and payable on a residual receipts basis commencing upon City’s issuance of a final certificate of occupancy or equivalent for the Project in accordance with the formula set forth herein based on the total loan amounts set forth in the Project’s final, approved cost certification.

4.1.2 City Predevelopment Loan. As set forth in the Recitals, the City has provided the City Predevelopment Loan to Borrower using City Low Income Housing Funds to fund certain predevelopment expenses associated with the Project in the amount of Eight Hundred Fifty- Five Thousand One Hundred Ten Dollars ($855,110). The borrower’s obligation to repay the City Predevelopment Loan is evidenced by the Third City Predevelopment Not e. As of the Effective Date, Six Hundred Forty-Six Thousand Two Hundred Thirty-Eight Dollars ($646,238) of the City Predevelopment Loan Proceeds have been disbursed and Two Hundred Eight Thousand Eight Hundred Seventy-Two Dollars ($208,872) remain available to draw for predevelopment expenses described in the Predevelopment Loan budget (the "Predevelopment Loan Budget") attached as Exhibit H and disbursed in accordance with Section 4.9.

4.2 Payment Dates; Maturity Date. By no later than July 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall pay to City fifty percent (50%) of Surplus Cash (defined below) generated by the Project during the previous calendar year to reduce the indebtedness owed under the Notes, which shall be shared on a proportional basis with other approved public lenders that provide financing with residual payment terms for the Project. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under the Notes become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of the City Development Loan, together with interest accrued thereon and all other sums accrued hereunder shall be payable in full on the date (the “Maturity Date”) which is the later of (i) the fifty -fifth (55th) anniversary of the date upon which the City issues a final certificate of occupancy or equivalent for the Project, or (ii) the sixtieth (60
th) anniversary of the date hereof. Notwithstanding the foregoing, the City shall have the right to accelerate the Maturity Date and declare all sums payable under the Notes immediately 2021-486 JLH/KJT
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due and paya
ble upon the expiration of all applicable cure periods following the occurrence of an Event of Borrower Default.

No later than June 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request, including without limitation, an independent audit prepared for the Project by a certified public accountant in accordance with generally accepted accounting principles. City shall have the right to inspect and audit Borrower’s books and records concerning the calculation of Surplus Cash, and to object within ninety (90) days from receipt of Borrower's statement. Failure to timely object shall be deemed acceptance. If City does object, City shall specify the reasons for disapproval. Borrower shall have thirty (30) days to reconcile any disapproved item. If Borrower and City cannot agree on the amount of Surplus Cash, an independent auditor mutually selected by Borrower and City shall resolve any disputed items. The cost of the auditor shall be shared equally by Borrower and City.

No later than November 1 of each year following issuance of the final certificate of occupancy or equivalent for the Project, Borrower shall provide to City a projected budget for the following calendar year which shall include an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within 45 days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any changes to the budget for discretionary items that exceed ten percent (10%) of the total budgeted amount applicable shall require City's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, annual increases of 3.5% or less for a budgeted line item shall be deemed approved and shall not require further consent by the City.

4.2.1 “ Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any refinancing of the Project, less fees and closing costs reasonably incurred in connection with such refinancing, and any City-approved uses of the net cash proceeds of the refinancing.

4.2.2 “ Gross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration from the operation and leasing of residential units in the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by residential tenants; Section 8 payments or other rental subsidy payments received for the dwelling units; deposits forfeited by residential tenants; all cancellation fees, price index adjustments and any other rental adjustments to residential leases or rental agreements; proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not required to be paid to the holders of Approved Senior Loan (provided however, expenditure of such proceeds for repair or restoration of the Project shall be included within Annual Operating Expenses in the year of the expenditure) ; condemnation awards for a taking of part or all of the Property or Project for a temporary period; and the fair market value of any goods or services provided to Borrower in consideration for the leasing or other use of any part of the affordable housing component of the Project. Gross Revenue 2021-486 JLH/KJT
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include any release of funds from replacement and other reserve accounts to Borrower other than for costs associated with the Project. Gross Revenue shall not include tenant security deposits, loan proceeds, interest earned on restricted cash, amortization of non -cash revenues (such as grants), insurance proceeds (except for loss of business), capital contributions or similar advances, or any revenue, income, or receipts from the operation and leasing of commercial space in the Project.

4.2.3 “ Annual Operating Expenses ” shall mean for each calendar year during term hereof, the following costs reasonably and actually incurred for the operation and maintenance of the Project to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles:
property taxes and assessments; debt service currently due and payable on a nonoptional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans from other entities which have been approved in writing by the City and which are secured by a deed of trust senior in priority to any City Deed of Trust for property acquisition of the Project (“Approved Senior Loan”); property management fees and reimbursements in amounts in accordance with industry standards for similar projects and paid pursuant to a property management agreement approved by City; resident services and other facility staffing fees which are required by the City’s Residential Regulatory Agreements or any other City regulatory agreement or requirement ; premiums for property damage and liability insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Project; expenses for security services; advertising and marketing costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount equal to $450 per unit per year or such greater amount as required by Approved Financing sources and/or a physical needs assessment prepared by a third -party selected or approved by City and prepared at Borrower’s expense; cash deposits into operating reserves in an amount reasonably approved by the City or required by Approved Financing sources; and other ordinary and reasonable operating expenses approved by City.

4.2.4 Exclusions from Annual Operating Expenses. Annual Operating Expenses shall exclude the following: contributions to Project operating or replacement reserves, except as provided in Section 4.2.3; debt service paym ents on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to any City Deed of Trust; depreciation, amortization, depletion and other non -cash expenses; expenses paid for with disbursements from any reserve account; distributions to partners. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subjec t to applicable limitations set forth in Section 4.2.3 above, even if paid to Borrower, an affiliate of Borrower, or a partner of Borrower: fees paid to a property management agent, resident services agent, or social services agent; partnership management fees, asset management fees, deferred developer fee, and subject to Section 4.2.5, repayment of cash advances by Borrower or its partners to cover Project operating expense deficits or emergency cash needs of the Project. Payments to Borrower, its partners or affiliates in excess of the limitations set forth in Section 4.2.3 shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash. 2021-486 JLH/KJT
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4.2.5 Excess Proceeds. Within ten (10) days after Borrower’s receipt, Borrower shall pay to the City as a reduction of the outstanding principal balance of this Note, a one- time payment in the amount of Excess Proceeds. “Excess Proceeds” shall mean the sum of all sources of financing received by Borrower for acquisition, construction and permanent financing of the Property and the Project, less the sum of actual uses as shown on the final cost certificate for the Project. Prior to calculating Excess Proceeds, the Project operating reserve shall be funded in the amount of three (3) months’ projected Project operating expenses (or such greater amounts required by holder of a Senior Approved Loan or other lender in th e Borrower’s approved operating plan), and any developer fee permitted pursuant to Section 5.9 below shall be paid.

4.3 Security. As security for repayment of the City Development Note, Borrower shall execute the City Development Deed of Trust in favor of City as beneficiary pursuant to which City shall be provided a lien against the Property. The City Development Deed of Trust shall be substantially in the form attached hereto as Exhibit D, and shall be recorded in the Official Records on the Closing Date. The City Development Deed of Trust may be subordinated only to such liens and encumbrances consistent with the approved Financing Plan as City shall approve in writing.

4.4 Prepayment; Acceleration.

4.4.1 Prepayment. Borrower shall have the right to prepay the Development Loan and Predevelopment Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Borrower’s obligations under the Restated Regulatory Agreement which shall survive for the full term of the Restated Regulatory Agreement.

4.4.2 Due On Transfer or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer.

4.4.3 Default. The City shall have the right to accelerate the maturity date and declare all sums payable under the Notes immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Borrower Default.

4.5 Nonrecourse . Except as expressly provided in the Notes, the Note s shall be non- recourse to Borrower.

4.6 Conditions to Closing and Disbursement of Development Loan Proceeds. City’s obligation to make the Development Loan is conditioned upon the satisfaction of all of the requirements set forth in each subsection of this Section 4.6 unless any such condition is waived in writing by City acting in the discretion of City’s Authorized Representative.

(a)
No Default. There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. 2021-486 JLH/KJT
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( b) Representations. All representations and warranties of Borrower contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow.
( c) Due Authorization and Good Standing. Borrower shall have delivered to City of each of the following: (i) LLC-1 and certificate of good standing for Borrower and certified articles of incorporation and certificate of good standing for the sole member/manager of the LLC, certified by the Secretary of State indicating that the Borrower and the sole member/manager thereof are properly organized and authorized to do business in the State of California, (ii) certified resolutions indicating that Borrower’s managing member has authorized the transactions contemplated by this Agreement and that the persons executing this Agreement and the other City Documents on behalf of Borrower have been duly authorized to do so, and (iii) verification of the tax-exempt status of the LLC’s sole member/manager.
(d) Execution, Delivery and Recordation of Documents. Borrower shall have executed, acknowledged as applicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation, the City Predevelopment Note substantially in the form attached hereto as Exhibit B , the City Development Note substantially in the form attached hereto as Exhibit C ( the City Predevelopment Note and the City Development Note, collectively, are the “Notes”), a deed of trust substantially in the form attached hereto as Exhibit D (the “City Development Deed of Trust”), and a First Amended and Restated Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit E (the “Restated Regulatory Agreement ”). Concurrently with the Closing, the Restat ed Regulatory Agreement and the City Development Deed of Trust shall be recorded in the Official Records.

(e) Mechanics’ Liens. Borrower’s delivery to City of evidence reasonably satisfactory to City that there are no mechanics’ liens or stop notices related to the Property or the Project, and Borrower’s provision to City of full waivers or releases of lien claims if required by City.

(f) Lender’s Title Policy. The Title Company shall, upon payment of the premium therefore, be committed to issue an ALTA Lender’s Policy of Title Insurance for the benefit and protection of City (“ Lender’s Title Policy”) in the amount of the City Development Loan, insuring that the lien of the Deed of Trust, and the Restated Regulatory Agreement are subject only to title exceptions and such other defects, liens, conditions, encumbrances, restrictions, easements and excepti ons as City may reasonably approve in writing (collectively, “City’s Permitted Exceptions ”), and containing such endorsements as City may reasonably require, with the cost of such Lender’s Title Policy to be paid by Borrower.

(g) Insurance; Payment and Performance Bonds. Borrower shall have provided evidence satisfactory to City that Borrower ha s obtained insurance coverage meeting the requirements set forth in Article XI.

(h) Payment of Fees. Borrower shall have paid when due all customary and reasonable fees and charges in connection with the processing of all applicable City approvals. 2021-486 JLH/KJT
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4.7 Borrower’s Conditions to Closing. Borrower’s obligation to proceed with the Closing is subject to the satisfaction or Borrower’s waiver of the following conditions:

(a) No Default. City shall not be in default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects;

(b) Execution of Documents. City shall have executed and acknowledged the Restated Regulatory Agreement, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow; and

4.8 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the Development Loan Proceeds or City Predevelopment Loan Proceeds following:

(i) the failure of any of Borrower’s representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the occurrence of an Event of Borrower Default under any City Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Borrower Default under any City Document.

4.9 Process for Disbursement of City Development Loan Proceeds or City Predevelopment Loan Proceeds.

(a) Borrower shall submit one (1) draw request to the C ity not more frequently than one time each calendar month.

(b) The draw request must be in a form containing sufficient detail and with sufficient supporting documentation to permit the City to confirm that the request is consistent with this Agreement.

(c) The draw request must include a statement of the total costs incurred by Borrower in connection with the Development, the amount of those costs paid by Borrower, the proposed uses of funds consistent with the Approved Development Budget or the Predevelopment Loan Budget, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred. When a disbursement is requested to pay any costs other than costs associated with the acquisition of the Property or hard cost of the Improvements, such disbursement will be made only on a cost reimbursement basis and the disbursement request must be accompanied by receipts that show the bill or invoice has already been paid by Borrower.

(d) When a disbursement is requested to pay any contractor in connection with the Construction Work, the written request must be accompanied by (i) certification by 2021-486 JLH/KJT
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ower's architect reasonably acceptable to the City that the work for which disbursement is requested has been completed (although the City reserves the right to inspect the Development and make an independent evaluation); and (ii) lien releases and/or mechanics lien title insurance endorsements reasonably acceptable to the City. Borrower shall apply the disbursement for the purposes requested.

(e) The City will make good faith efforts to approve Borrower's draw request in approximately thirty (30) days after receipt of a properly completed draw request with all necessary supporting documentation.

(f)Notwithstanding any other provisions of this Agreement, the City shall have no further obligation to approve a draw-down of any portion of the City Development Loan to Borrower following: (i) termination of this Agreement; or (ii) notification by the City to Borrower of a Default under the terms of this Agreement.

ARTICLE V

DEVELOPMENT OF THE PROPERTY

5.1 Project Approvals. Borrower acknowledges that execution of this Agreement by City does not constitute City approval for the purpose of the issuance of building permits, does not limit in any manner the discretion of City in such approval process, and does not relieve Borrower from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the construction of the Project and development of the Property, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the development of the Property (if any) and the approval of the Project in compliance with CEQA (and if applicable, NEPA), nor does it limit in any manner the discretion of the City or any other agency in the approval process. Borrower shall pay when due all customary and reasonable fees and charges in connection with the processing of all applicable permits and approval s. Borrower shall not commence construction work on the Project prior to issuance of building permits required for such work. City staff shall work cooperatively with Borrower to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for the development and operation of the Project as contemplated by this Agreement.

5.2 Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction work on the Property, and Borrower shall direct its contractors and subcontractors to refrain from discrimination on such basis.

5.3 Prevailing Wage Requirements. If required by applicable federal and state law, Borrower and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq . and the regulations adopted pursuant thereto (and if applicable the federal Davis Bacon Act and implementing regulations) (all of the foregoing, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. If applicable, Borrower shall submit to City a plan for monitoring payment of prevailing wages and at 2021-486 JLH/KJT
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er’s expense shall implement such plan and comply with all applicable reporting and recordkeeping requirements.

To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold the City and its elected and elected officials, officers, directors, employees, agents, consultants, designated volunteers and contractors (all of the foregoing, collectively, the “ Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Borrower related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section 5.3 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Occupancy for the Project. Borrower’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 11.2 below.
(a) State Prevailing Wage Compliance Requirements. If the Project is subject to the California Labor Code Section 1720 et seq. requirements applicable to the payment of state prevailing wages, whether due to the C ity Development Loan, other development financing, a future court decision, or a DIR determination requiring compliance, then in addition to Subsection (a) or (b) above regarding the payment of prevailing wages, Borrower shall:
(1) cause any consultants or contractors to employ apprentices as required by California Labor Code Section 1777.5 et seq., and the implementing regulations of DIR, and to comply with the other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and implementing regulations of the DIR. (2) keep and retain, and shall cause any consultants and contractors to keep and retain, such records as are necessary to determine if such prevailing wages have been paid as required pursuant to California Labor Code Section 1720 et seq., and apprentices have been employed are required by California Labor Code Section 1777.5 et seq.; (3) post at the Property, or shall cause the contractor to post at the Property, the applicable prevailing rates of per diem wages. Copies of the currently applicable current per diem prevailing wages are available from DIR;
(4) cause contractors and subcontractors constructing the Improvements to be registered as set forth in California Labor Code Section 1725.5; 2021-486 JLH/KJT
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(5) caus
e its contractors and subcontractors, in all calls for bids, bidding materials and the construction contract documents for the Construction Work to specify that:
i. no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for the Construction Work unless registered with the DIR pursuant to California Labor Code Section 1725.5; and
ii. the Construction Work is subject to compliance monitoring and enforcement by the DIR.
(6) provide the City all information required by California Labor Code Section 1773.3 as set forth in the DIR's online form PWC -100 within 2 days of the award of any contract (https://www.dir.ca.gov/pwc100ext/);
(7) cause its contractors to post job site notices, as prescribed by regulation by the DIR; and
(8) cause its contractors to furnish payroll records required by California Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner.

5.4 Compliance with Laws. Borrower shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations ( “Applicable Laws”) including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable), applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without lim itation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq ., Government Code Section 4450, et seq., Government Code Section 11135, et seq ., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims to the extent arising in connection with the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees.

Borrower’s defense and indemnification obligations set forth in this Section 5.4 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Occupancy for the Project and shall be subject to the additional terms set forth in Section 11.2 below.

5.5 Liens and Stop Notices. Until the latest of the date of reconveyance of the Deed of Trust the expiration of the term of the Restated Regulatory Agreement , Borrower shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Borrower. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property or any part thereof, Borrower shall within thirty 2021-486 JLH/KJT
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(30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

5.6 Right of City to Satisfy Liens on the Property. If Borrower fails to satisfy or discharge any lien or stop notice on the Property or any part thereof pursuant to and within the time period set forth in Section 5.5 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Borrower’s expense and without further notice to Borrower and all sums advanced by City for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Borrower shall be liable for and shall imm ediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Borrower to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof.

The City may use such deposit to satisfy any claim or lien that is adversely determined against Borrower. Borrower shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property.

5.7 Insurance Requirements. Borrower shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Exhibit F.

5.8 Approved Development Budget; Revisions to Approved Development Budget.

As of the date of this Agreement, the C ity has approved the Approved Development Budget set forth in Exhibit G. Borrower shall submit any required amendments to the Approved Development Budget to the City for approval within five (5) days of the date Borrower receives information indicating that actual costs of the Development vary or will vary from the costs shown on the Approved Development Budget. Written consent of the C ity is required for Borrower to amend the Approved Development Budget. If rejected by the C ity in whole or in part, Borrower shall submit a revised amendment to the Approved Development Budget within ten (10) days after notification of the City's rejection and the reasons therefor. The City shall then have ten (10) days to review and approve Borrower's revised amendment to the Approved Development Budget. The provisions of this Section relating to time periods for approval, rejection, or resubmission of amendments to the Approved Development Budget shall continue to apply until the amended Approved Development Budget has been approved by the City.

5.9 Developer Fee. The maximum cumulative developer fee that may be paid to any entity or entities providing development services to the Development, whether paid up-front or on a deferred basis, shall not exceed the amount approved by the City. The City has approved Nine Hundred Fifty Thousand Dollars ($950,000.00) in developer fee.

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5.10 Ac
cessibility.
(a) Borrower shall cause the Improvements to be constructed and operated at all times in compliance with all applicable federal, state, and local disabled persons access ibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). (b) In compliance with the Accessibility Requirements and City accessibility objectives: (i ) a minimum of five percent , which is one (1) unit in the Development must be constructed to be fully accessible to households with a mobility impaired member and, (ii) an additional two percent, which is 1 (1) unit in the Development must be constructed to be fully accessible to hearing and/or visually impaired persons. In compliance with the Accessibility Requirements Borrower shall provide the C ity with a certification from the Project architect that to the best of the architect's knowledge, the Project complies with all federal and state Accessibility Requirements applicable to the Project. Preference shall be given to households with documented mobility impairments in the leasing of those units.
(c) Borrower shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its architect, contractor and subcontractors) to construct the Improvements in accordance with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the C ity Loan and the reconveyance of the Deed of Trust.

5.11 Progress Reports. Until such time as Borrower has received a Certificate of Occupancy (or functional equivalent) from the City for the Project , Borrower shall provide the City with quarterly progress reports photos of work completed regarding the status of the performance of the construction work, inc luding a certification that the actual construction costs to date conform to the Approved Development Budget, as it may be amended from time to time pursuant to Section 5.8.

ARTICLE VI

USE OF THE PROPERTY

6.1 Affordable Housing. Borrower covenants and agrees for itself, its successors and assigns that the Property and the Project will be subject to recorded covenants that will restrict use of the Property to development of the Improvements in which the residential units will be rented to Eligible Households (as defined in the Restated Regulatory Agreement) at Affordable Rents in accordance with the terms set forth in the Restated Regulatory Agreement. 2021-486 JLH/KJT
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6.2 Preference for City of Livermore Residents and Employees. To the extent permitted by all Applicable Laws, Borrower shall comply with the provisions of Section 2.1 and Section 6.5 of the Restated Regulatory Agreement pertaining to applicant screening preferences in the rental of residential units in the Project for Eligible Households as defined in the Restated Regulatory Agreement..

6.3 Relocation. Persons residing on the Property shall not be displaced before suitable replacement housing is available. Borrower shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable local, state and federal laws, regulations, and policies, including but not limited to the Uniform Relocation Act (42 U.S.C. § 4601 et seq .) and implementing regulations (collectively “ Relocation Laws ”) relating to the displacement and relocation of eligible persons as defined in such Relocation Laws. All costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Borrower, and City shall have no responsibility for payment therefor. Borrower shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Property or the improvements existing or to be constructed on the Property pursuant to the Restated Regulatory Agreement. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against all Claims arising in connection with the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations under this Section 6.3 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11.2 below. The provisions of this Section 6.3 shall survive the expiration or earlier termination of this Agreement.

6.4 Taxes and Assessments. Borrower shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property or the Improvements, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or Improvements; provided, however, Borrower shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Borrower exercises its right to contest any tax, assessment, or charge, the Borrower, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

6.5 Obligation to Refrain from Discrimination. Borrower shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or the Improvements, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Borrower covenants for itself and all persons claiming under or through it, and this Agreement is made a nd accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 2021-486 JLH/KJT
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12926.1, subdivis
ion (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or the Improvements, or part thereof, nor shall Borrower or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or Improvements, or part thereof. Borrower shall include such provision in all deeds, leases, contracts and other instruments executed by Borrower, and shall enforce the same diligently and in good faith.

All deeds, leases or contracts pertaining to management of the Project made or entered into by Borrower, its successors or assigns, as to any portion of the Property or the Improvements shall contain or be subject to the following nondiscrimination or nonsegregation clauses and/or similar language prohibiting discrimination and segregation:
(a) In Deeds, the following language shall appear:
“(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (b) In Leases, the following language shall appear:
“(1) The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and as signs, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, r eligion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
(c) In Contracts pertaining to management the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
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“Ther
e shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.”

6.6 Mandatory Acknowledgment of City as Funder . All projects/programs receiving funding assistance and/or substantial technical assistance from the City are required to indicate such in any advertising, marketing, public presentations, press releases, written materials or project descriptions.

ARTICLE VII

ENVIRONMENTAL MATTERS

7.1 Definitions.

7.1.1 “ Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity.

The term “hazardous material” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by- products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

7.1.2 " Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right -to-Know Act (42 U.S.C. 2021-486 JLH/KJT
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§ 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq .), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq .), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter -Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.).

7.2 Borrower’s Post-Closing Obligations. Borrower hereby covenants and agrees that:
(1) Borrower shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, rehabilitation, use or maintenance of properties similar in nature to the Project, and used, stored and disposed of in compliance with Environmental Laws.
(2)
Borrower shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Environmental Laws. (3)
Upon receiving actual knowledge of the same, Borrower shall immediately advise City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower, or the Property pursuant to any applicable Environmental Laws; (ii) any and all claims made or threatened by any third party against the Borrower or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; or (iii) the presence or release of any Hazardous Material in, on, under, about or from the Property. The matters set forth in the foregoing clauses (i) through (iii) are hereinafter referred to as " Hazardous Materials Claims "). The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.

(4) Without the City’s prior written consent, which shall not be unreasonably withheld or delayed, Borrower shall not take any remedial action in response to the presence of any Hazardous Material in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claim. City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Borrower.

7.3 Environmental Indemnity. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Material on, 2021-486 JLH/KJT
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under, in o
r about the Property, or the transportation of any such Hazardous Material to or from, the Property, or (ii) the failure of Borrowe r, Borrower’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws, unless caused by the City’s active or passive negligence. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws.

The provisions of this Section 7.3 shall be in addition to any and all other obligations and liabilities that Borrower may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law.

Borrower’s indemnification obligations set forth in this Section shall survive the expiration of this Agreement, any repayment or discharge of the Loan, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust. Borrower’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 11.2 below.

7.4 No Limitation. Borrower hereby acknowledges and agrees that Borrower's duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Borrower or from its own investigations.

ARTICLE VIII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF BORROWER

8.1 Identity of Borrower; Changes Only Pursuant to this Agreement. Borrower and its principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Project pursuant to this Agreement . The qualifications, experience, financial capacity and expertise of Borrower and its principals are of particular concern to the City.

It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Borrower. No voluntary or involuntary successor, assignee or transferee of Borrower shall acquire any rights or powers under this Agreement, except as expressly provided herein.

8.2 Prohibition on Transfer. Prior to the expiration of the te rm of the Restated Regulatory Agreement, Borrower shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “ Transfer”) of the whole 2021-486 JLH/KJT
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or any pa
rt of the Property, the Project, the Improvements, or this Agreement, without the prior written approval of City which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the expiration of the term of the Restated Regulatory Agreement, except as expressly permitted by this Agreement, Borrower shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty -five percent (25%) in aggregate of the present ownership and/or control of Borrower, taking all transfers into account on a cumulative basis.

8.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Restated Regulatory Agreement; (iv) the lease of the commercial kitchen facility ; (v) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or Property and subject to the requirements of Article IX , or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; or (v i) the transfer of the managing partner's interest to a nonprofit entity that is tax- exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to City.

8.4 Requirements for P roposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.4 shall not apply to Transfers described in clauses (i ), (ii), (iii), and (v) of Section

8.3:
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Borrower under this Agreement. (ii) The Borrower and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to affect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Borrower under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Borrower arising prior to the effective date of the Transfer (unless Borrower expressly remains responsible for such obligations) and shall agree 2021-486 JLH/KJT
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to be subj
ect to and assume all of Borrower’s obligations pursuant to all conditions and restrictions set forth in the City Documents.
(iv) Except in the case of partnership interest Transfers, the Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer, requested additional information regarding a proposed Transfer, or notified Borrower that City Council approval will be required in writing within ninety (90) days following City’s receipt of written request by Borrower, the proposed Transfer shall be deemed approved.

8.5 Effect of Transfer without City Consent.

8.5.1 In the absence of specific written agreement by the City, no Transfer by Borrower shall be deemed to relieve the Borrower or any other party from any obligation under this Agreement.

8.5.2 It shall be an Event of Borrower Default hereunder entitling City to pursue remedies including without limitation, termination of this Agreement and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Borrower assigns or Transfers this Agreement, the Improvements, or the Property in violation of Article VIII.

8.6 Recovery of City Costs. Within ten (10) days following City’s delivery to Borrower of an invoice detailing such costs, Borrower shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to affect a Transfer of this Agreement, the Property, or the Project, or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

8.7 Covenants Regarding Approved Financing.
(a) Borrower shall promptly pay the principal and interest when due on any Approved Financing in the Approved Development Budget.
(b) Borrower shall promptly notify the City in writing of the existence of any default under any documents evidencing Approved Financing whether or not a default has been declared by the lender, and provide the County copies of any notice of default. (c) Borrower may not amend, modify, supplement, cancel or terminate any documents related to any loan that is part of the Approved Financing without the prior written consent of the City except for amendments solely to effectuate Transfers permitted under Section 8.3 above.

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(d) Borr
ower may not incur any indebtedness of any kind (other than Approved Financing), or encumber the Project with any liens (other than liens for Approved Financing approved by the City) without the prior written consent of the City.

8.8 Section 4.14 Refinance/Resyndication Transaction.

If Borrower is obtaining a new loan or equity as part of a Transfer of partnership interest, resyndication, or refinancing, (collectively, the "Refinance"), and/or desires to withdraw excess proceeds from the Refinance ("Excess Proceeds"), the Refinance and withdrawal of Excess Proceeds is subject to the consent of the City . In approving the Refinance and the withdrawal of Excess Proceeds the City will consider: (i) the effect of the Refinance and the withdrawal of Excess Proceeds on the financial viability and physical needs of the Development; and (ii) current asset management compliance, and may require; (iii) an extension of the term of the Restated Regulatory Agreement; and ( iv) sharing the Excess Proceeds with Borrower to partially pay down the City Loan.

ARTICLE IX

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

9.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument may be placed upon the Property with City’s consent, which may not be unreasonably withheld, only for the purpose of securing loans for the purpose of financing the acquisition of the Property, the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Project pursuant to this Agreement. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

9.2 Subordination. The City agrees that City will not withhold consent to reasonable requests for subordination of the Deed of Trust to deeds of trust provided for the benefit of lenders providing financing for the Project, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights and the rights set forth in Section 9.4 below.

Any agreement by the City to subordinate the Deed of Trust to security for the Approved Senior Loan, or any loan obtained by Borrower to refinance an Approved Senior Loan, is subject to the satisfaction of the following conditions:

All of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide construction and/or permanent financing for the Project.

The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, a nonprofit corporation, or a public entity that is not affiliated with Borrower or any of Borrower's affiliates, other than as a depositor or a lender.

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viability
of the Project, including the operation of the Project as affordable housing, as required by the City Documents. [NOTE: "City Loan Documents" not defined.] To satisfy this requirement, Borrower must provide to the City, in addition to any other information reasonably required by the City, evidence demonstrating that the proposed amount of the Senior Loan is necessary to provide adequate acquisition, construction, and/or permanent financing to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination.

The subordination of the County Loan is effective only during the original term of the Senior Loan and any extension of its term that is approved in writing by the County.

Upon a determination by the City Manager, or his designee, that the conditions in this Section have been satisfied, the City Manager will be authorized to execute the approved subordination agreement without the necessity of any further action or approval.

9.3 Notice of Default and Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property or the Improvements, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach within the cure period provided to Borrower extended by an additional sixty (60) days. In the event that possession of the Property or the Improvements (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property or Improvements, as applicable, within the applicable cure period, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such right prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in writing Borrower’s obligations to City under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Project and the Improvements and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Borrower under this Agreement.

9.4 City Right to Cure Defaults. In the event of a breach or default by Borrower under a mortgage or deed of trust secured by the Property or the Improvements, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Borrower. In such event, Borrower shall be liable for, and City shall be entitled to reimbursement from Borrower for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the City Deed of Trust.
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9.5 Holder to be Notified. Borrower agrees to use best efforts to ensure that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged and accepted in writing by the holder prior to its creating any security right or interest in the Property or the Improvements.

9.6 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

9.7 Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE X

DEFAULTS, REMEDIES AND TERMINATION

10.1 Event of Borrower Default. The following events shall constitute an event of default on the part of Borrower hereunder (“Event of Borrower Default”):
(a) Borrower fails to pay when due the principal and interest payable under the Note, and such failure continues for ten (10) days after City notifies Borrower thereof in writing; (b) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VIII;
(c) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within five (5) days; (d) Borrower fails to pay prior to delinquency taxes or assessments due on the Property or the Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements, and Borrower fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;
(e)
A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(f)
Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement or Borrower’s request for the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; 2021-486 JLH/KJT
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(g) If
, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“ Bankruptcy Law”), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (h) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Borrower to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Borrower or seeking any arrangement for Borrower under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Borrower in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Borrower, in each case if such decree, order, petition, or appointment is not removed or rescinded within ninety (90) days;
(i) Borrower shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure pursuant to paragraphs (h) or (i) above or pursuant to any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; (j) The Borrower shall have voluntarily suspended its business or Borrower shall have been dissolved or terminated;
(k) An event of default arises under any City Document and remains uncured beyond any applicable cure period; or
(l) Borrower defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 10.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Borrower Default shall not arise hereunder if Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion.
(m) Failure to Timely Lease. Failure of Borrower to initially lease all of the City - Assisted Units within eighteen (18) months of the Certificate of Occupancy.

10.2 City’s Right to Terminate Agreement. If an Event of Borrower Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City 2021-486 JLH/KJT
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makes
such election, City shall give written notice to Borrower and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Borrower under this Agreement, shall expire and terminate.

10.3 City’s Remedies and Rights Upon an Event of Borrower Default. Upon the occurrence of an Event of Borrower Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Borrower, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable;
(b) Seek specific performance to enforce the terms of the City Documents; (c) Foreclose on the Property pursuant to the Deed of Trust; and (d) Terminate this Agreement pursuant to Section 10.3.

10.4 No Default for City. The parties acknowledge the City would not have entered into this Agreement had it been exposed to special or consequential damage claims from Borrower for any breach thereof. As such, the parties agree that in no event, including breach of this Agreement, shall Borrower be entitled to recover any special or consequential damages against the City arising out of actions or failure to act by the City in connection with any of the City Documents.

10.5 Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding any contrary provision of this Agreement, a Party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

10.6 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

10.7 Rights of Mortgagees. Any rights of the City under this Article X shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments.

ARTICLE XI

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INDEMNI
TY AND INSURANCE.

11.1 Indemnity. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims to the extent arising directly or indirectly, in whole or in part, as a result of or in connection with the development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or interest therein, by Borrower or Borrower’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Borrower, or otherwise to the extent arising out of or in connection with Borrower’s performance or failure to perform under this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in connection with the development, operation or management of the Project by Borrower or Borrower’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Borrower.

Borrower’s indemnification obligations under this Section 11.1 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11.2 below. The provisions of this Section 11.1 shall survive the expiration or earlier termination of this Agreement.

11.2 Terms Applicable to Indemnity Provisions. The terms set forth in this Section 11.2 shall apply to all provisions of this Agreement that pertain to Borrower’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 5.3, 5.4, 6.3, 7.3, 11.1, and

12.1. In connection with each such provision, all of the following shall apply:
(a) City does not and shall not waive any rights against Borrower that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Borrower, of any of the insurance policies described in this Agreement.
(b) Borrower’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City’s recourse to property securing the Secured Obligations (as defined in the Deed of Trust), or limiting the personal liability of Borrower, or any other party for payment of all or any part of the Loan; (iv) the accuracy or inaccuracy of any representation and warranty made by Borrower under this Agreement or by Borrower or any other party under any City Document, (v) the release of Borrower or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for repayment of the Loan; and (vii) City’s failure to properly perfect any lien or security interest given as security for repayment of the Loan. (c) The obligations of Borrower to indemnify the Indemnitees shall survive any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust.

11.3 Insurance. Borrower shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit F against claims that may arise 2021-486 JLH/KJT
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from or
in connection with this Agreement. Upon reasonable written notice, Borrower shall comply with any changes in the amounts and terms of insurance as may be required from time-to- time by City’s Risk Manager.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 Enforced Delay; Extension of Times of Performance. The time for performance of provisions of this Agreement by either Party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by war, insurrection, strikes, lockouts, riots, floods, earth quakes, fires, casualties, acts of God, acts of a public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by unrelated third parties concerning or arising out of this Agreement or unseasonable weather conditions (“ Force Majeure” ). An extension of time for any of the above -specified causes will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of the cause.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Borrower and City (acting in the discretion of the City’s Authorized Representative unless he or she determines in his or her discretion to refer such matter to the City Council). City and Borrower acknowledge that, notwithstanding any contrary provision of this Agreement, adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Project shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

12.2 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement or any other City Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

CITY: City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager

BORROWER: Tri Valley BMR, LLC
c/o Housing Consortium of the East Bay
410 7
th Street, Suite 203
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Oakl
and, CA 94607
Attention: Darin Lounds

With a copy to:

Goldfarb & Lipman LLP
1300 Clay Street, Eleventh Floor
Oakland, CA 94612
Attention: Robert C. Mills

12.3 Attorneys’ Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning th e meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.

12.4 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

12.5 Binding on Successors. Subject to the restrictions on Transfers set forth in Article VIII, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

12.6 Survival. All representations made by Borrower hereunder and Borrower’s obligations pursuant to Sections 5.3, 5.4, 6.3, 7.3, 11.1, and 12.1 shall survive the expiration or termination of this Agreement.

12.7 Headings; Interpretation; Statutory References. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Livermore shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

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12.8 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City’s Authorized Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City’s Authorized Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration.

12.9 Entire Agreement. This Agreement, including Exhibits A through I attached hereto and incorporated herein by this reference, together with the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement are inconsistent with this Agreement, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between this Agreement and the other City Documents, the more restrictive requirements shall control, as determined by the City ’s Authorized Representative. In the event of a conflict between City Documents, the City Documents shall control.

12.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

12.11 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

12.12 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

12.13 Parties Not Co -Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Borrower and City is and shall remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Borrower (except as expressly provided in this Agreement) or to any third party with respect to the Project or the Loan. Borrower and its employees are not employees of City but rather are, and shall always be considered independent contractors. Furthermore, Borrower and its employees shall at no time hold themselves out as employees or agents of City. Except as City may specify in writing, Borrower shall not have any authority to act as an agent of City or to bind City to any obligation.

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12.14 Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of the State of California.

12.15 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California.

12.16 Inspection of Books and Records. Upon request, Borrower shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Borrower necessary to determine Borrower’s compliance with the terms of this Agreement.

12.17 Political Activity. None of the funds, materials, property or services contributed by City to Borrower under this Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

12.18 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Borrower in the event of any default or breach by the City or for any amount which may become due to the Borrower or its successor or on any obligation under the terms of this Agreement.

12.19 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in subsection (b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section is followed.
(b)
In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of the Borrower, or immediate family member of any of the preceding, shall make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the Borrower. Interpretation of this Section shall be governed by the definitions and provisions used in the Political Reform Act, Government 2021-486 JLH/KJT
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Code Se
ction 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090.

SIGNATURES ON FOLLOWING PAGE(S).
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IN W
ITNESS WHEREOF, the Parties have entered into this Affordable Housing Loan Agreement effective as of the date first written above.

CITY:

CITY OF LIVERMORE,
a California municipal corporation

By:

Print Name: __Marc Roberts____________

Title: __City Manager___________

ATTEST:

By: __________________________

APPROVED AS TO FORM:

City Attorney

BORROWER:

TRI VALLEY BMR, LLC,
a California limited liability corporation

By: Housing Consortium of the East Bay
a California nonprofit public benefit corporation
its sole and managing member

By: _________________________

Print Name: Darin Lounds
Title: Executive Director

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Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY
(Legal Description Attached)

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Exhibit B

FORM OF THIRD CITY PREDEVELOPMENT NOTE

(Form of Third City Predevelopment Note Attached)

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Exhibit C

FORM OF CITY DEVELOPMENT NOTE
(Form of City Development Note Attached)

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Exhibit D

FORM OF CITY DEVELOPMENT DEED OF TRUST

(Form of City Development Deed of Trust Attached)

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Exhibit E

FORM OF RESTATED AFFORDABLE HOUSING REGULATORY AGREEMENT

AND DECLARATION OF COVENANTS
(Form of Restated Regulatory Agreement Attached)

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Exhibit F

INSURANCE REUIREMENTS

(Insurance Requirements Attached)

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Exhibit G

APPROVED DEVELOPMENT BUDGET

(Approved Development Budget Attached)

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Exhibit H

PREDEVELOPMENT LOAN BUDGET
(Predevelopment Loan Budget Attached)

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Exhibit I

SCHEDULE OF PERFORMANCE

(Schedule of Performance Attached)

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Livermore City CouncilJanuary 10, 2022

Livermore City Council
January 10, 2022