Agenda packet — Livermore City Council, November 27, 2023 (part 1 of 2)

CITY COUNCIL
AGENDA
MONDAY, NOVEMBER 27, 2023
REGULAR MEETING –
7:00 PM
CLOSED SESSION - 6:30 PM

MEETING PARTICIPATION INFORMATION CAN BE FOUND AT THE END OF THE AGENDA
IN PERSON INFORMATION:

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE

ZOOM IS CURRENTLY SUSPENDED UNTIL FURTHER NOTICE
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29live.org
John P Marchand, Mayor
Brittni Kiick, Vice Mayor
Ben
Barrientos, Council Member
Evan Branning, Council Member
Robert W Carling, Council Member
Livermore City Council Agenda
November 27, 2023

1 1.

CLOSED SESSION - 6:30 PM

Roll Call
Opportunity for the the Public to Address City Council Regarding Closed Session Items Adjourn to Closed Session
Note: This Closed Session my be continued to the end of the Regular Meeting.

1.1 Conference with Real Property Negotiator. To meet with Steve Stewart Planning Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase, sale, exchange, or lease of real property at Assessor’s Parcel No. 99B-5680-4 and 99B-5680–20. The City negotiators may negotiate with Daniel Buffington, Realtor, on behalf of the Brooks Beverly J Trust & House, Doris E. The instructions will concern price and terms of payment.

1.2 Conference with Real Property Negotiator. To meet with Steve Stewart Planning Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase, sale, exchange, or lease of real property at Assessor’s Parcel No. 99B-5685-12. The City negotiators may negotiate with Daniel Buffington, Realtor, on behalf of Mike Fuller Motorsports Inc. The instructions will concern price and terms of payment.

1.3 Conference with Real Property Negotiator. To meet with Steve Stewart Planning Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase, sale, exchange, or lease of real property at Assessor’s Parcel No. 905-3-12. The City negotiators may negotiate with Sara Rieck and Michael Reeves, on behalf of the East Bay Regional Park District.

1.4 Conference with Real Property Negotiator. To meet with Steve Stewart Planning Manager and Andy Ross Economic Development Manager, the City’s negotiators pursuant to Government Code section 54956.8, regarding the purchase, sale, exchange, or lease of real property at Assessor’s Parcel No. 902-9-3-2 and 902-9-3-1. The City negotiators may negotiate with Richard Kulka, owner on behalf of Hartford Hills Estates Ltd. The instructions will concern price and terms of payment.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

ROLL CALL

Council Member Ben Barrientos
Council Member Evan Branning
Council Member Robert W. Carling
Vice Mayor Brittni Kiick
Mayor John Marchand

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION

Livermore City Council Agenda
November 27, 2023

2 3.1
Beautification Committee annual update presented by Vice Chair, Mark Goralka.

Recommendation:

Staff recommends City Council accept the Beautification Committee annual update.

Staff Report

3.2 Presentation of the 2023 Beautification Awards.

Recommendation:

Staff recommends City Council accept the Beautification Committee Awards presentation.

Staff Report

3.3 Livermore Valley Wine Heritage District annual update presented by Brandi Lombardi, Executive Director, Livermore Valley Winegrowers Association.

Recommendation:

Staff recommends City Council accept the Livermore Valley Wine Heritage District annual update.

Staff Report

4. OPEN FORUM

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

To provide public comment in person, please submit a speaker card. When your name is called, walk to the lectern to address City Council.

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.

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Open Forum will conclude after 30 minutes; however, if there are additional speakers, Open 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 submit a speaker card found at the entrance of the Council Chambers. A speaker is limited to a single comment with a maximum of three minutes for the entire Consent Calendar. If Consent Calendar items are pulled for discussion by the City Council, a speaker will be allowed one comment on the items pulled for discussion and a separate comment for the remaining Consent Calendar. The one comment limit applies regardless of format or time submitted (this includes email and e- comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Approval of draft minutes - October 9, 2023 and October 23, 2023 Regular Meetings.

Livermore City Council Agenda
November 27, 2023

3 Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report

Attachments:

1. 2023-10-09 Draft Minutes

2. 2023-10-23 Draft Minutes

5.2 Resolution authorizing the execution of an agreement with Milliken Services, LLC to replace carpet throughout the Civic Center Library, in an amount not-to-exceed $430,163.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the execution of an agreement with Milliken Services, LLC to replace carpet throughout the Civic Center Library in an amount not-to-exceed $430,163.

Staff Report

Attachments:

1. Cooperative Purchasing Contract

2. Resolution

3. Exhibit A - Agreement

5.3 Resolution approving the application and authorizing the execution of a Project and Program Grant Agreement with Livermore Art Association for the Spring Arts Program, consistent with the City's Public Art Policy in an amount not-to-exceed $5,800.

Recommendation:

The Commission for the Arts and staff recommend the City Council adopt a resolution approving the application and authorizing the execution of the Project and Program Grant Agreement with Livermore Art Association (LAA) in the amount of $5,800 for the LAA Spring Arts Program.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.4 Resolution authorizing execution of a first amendment to the agreement with Cannon Corporation for programming support during construction of the City of Livermore Water Reclamation Plant Primary and Secondary Treatment Improvements Project No. 2019-31, increasing the not-to-exceed contract amount from $112,900 to $231,026.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute the first amendment to the agreement with Cannon Corporation increasing the not-to-exceed contract amount from $112,900 to $231,026 for additional programming support services during construction of the City of Livermore Water Reclamation Plant (WRP) Primary and Secondary Treatment Improvements, Project No. 2019-31.

Livermore City Council Agenda
November 27, 2023

4 Staff Report

Attachments:

1. Site Plan

2. Resolution

3. Exhibit A - First Amendment to Agreement with Cannon Corporation

5.5 Resolution authorizing the City Manager to execute a second amendment to the agreement with Raney Planning and Management, Inc. to provide on-call environmental review services, increasing the compensation by $100,000 for a total not-to-exceed contract amount of $300,000 and extending the term to September 27, 2025.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a second amendment to the agreement with Raney Planning and Management, Inc. to provide on-call environmental review services, increasing the compensation by $100,000 with a not-to- exceed amount of $300,000 and extending the term to September 27, 2025.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Second Amendment with Raney Planning and Management, Inc.

5.6 Resolution accepting the Livermore Valley Wine Heritage District 2021-2022 Annual Report and the Livermore Valley Wine Heritage District 2022-2023 Annual Report.

Recommendation:

Staff recommends the City Council adopt a resolution accepting the Livermore Valley Wine Heritage District 2021-2022 Annual Report and the Livermore Valley Wine Heritage District 2022-2023 Annual Report.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Livermore Valley Wine Heritage District 2021-2022 Annual Report

3. Exhibit B - Livermore Valley Wine Heritage District 2022-2023 Annual Report

5.7 Resolution accepting public improvements constructed pursuant to the Subdivision Improvement Agreement for Tract Map 8173 located at 2855 Old First Street for the construction of 17 single family residential homes by Concentric Development Group, Inc. for permanent maintenance and authorizing release of security.

Recommendation:

Staff recommends the City Council adopt a resolution accepting public improvements
constructed pursuant to the Subdivision Improvement Agreement for Tract Map 8173 located at 2855 Old First Street for the construction of 17 single family residential homes by Concentric Development Group, Inc. for permanent maintenance and authorizing release of security.

Livermore City Council Agenda
November 27, 2023

5 Staff Report

Attachments:

1. Vicinity Map

2. Resolution

6. PUBLIC HEARINGS

6.1 Hearing to consider amending the Livermore Municipal Code Chapter 5.90 Short-Term Rentals, Section 5.90.050 Locations, to allow accessory dwelling units with building permits issued prior to January 1, 2020, to be used as short-term rentals.

Recommendation:

Staff recommends that the City Council do the following:
1 .

Adopt a resolution finding the project is exempt from the California Environmental Quality Act; and
2 .

Introduce an ordinance
and waive the first reading, amending Chapter 5.90 Short- Term Rentals, Section 5.90.050 of the Livermore Municipal Code, allowing accessory dwelling units with building permits issued prior to January 1, 2020, to be used as short- term rentals.

Staff Report

Attachments:

1. Resolution

2. Ordinance

7. MATTERS FOR CONSIDERATION

7.1 Resolution accepting the Altamont Landfill Open Space Committee's recommendation to expend funds for a grant to allow the California Rangeland Trust in the amount of $145,810 for the purchase of a 120-acre conservation easement on a portion of the of the 160-acre Diranne Ranch (DC Ranch) located in Eastern Alameda County.

Recommendation:

Staff recommends the City Council adopt a resolution accepting the Altamont Landfill Open Space Committee's proposed expenditure of $145,810 of Altamont Open Space Funds for the purpose of funding the grant request of the California Rangeland Trust to purchase and manage a 120-acre conservation easement on the 160-acre Diranne Ranch (DC Ranch) located in Eastern Alameda County and finding the request is consistent with the Altamont Landfill Settlement Agreement.

Staff Report

Livermore City Council Agenda
November 27, 2023

6 Attachments:

1. Staff Analysis

2. Location Maps

3. Resolution

4. Exhibit A to Resolution - California Rangeland Trust Grant Application

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, AND COUNCIL MEMBERS

9. ADJOURNMENT

To a Regular City Council meeting on Monday, December 11, 2023 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials.

Staff Report

Attachments:

1. Supplemental Materials

11. HOW TO PARTICIPATE IN YOUR CITY COUNCIL MEETING

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

Open 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 address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of that item. Please note 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.

Public Hearings
- The topic of the hearing is typically summarized by staff, followed by a presentation by the applicant, and questions from the City Council. The Mayor will then open the hearing to the public and offer an opportunity for public comments. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of the presentation of the item.

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 Meetings:

Submission of Comments Prior to the Meeting:

Livermore City Council Agenda
November 27, 2023

7 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 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

Speakers are limited to a maximum of 3 minutes per person. To submit a comment you must complete a speaker card for each item. Speaker cards are available in the Civic Center Meeting Hall lobby. Indicate on the card the item number you wish to comment on and submit the card directly to the City Clerk prior to the start of the item. Please note 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.

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
Comcast Cable 29
YouTube:
http://youtube.com/c/CityofLivermoreCalifornia

If you would like to deliver written materials to the City Council as part of your public comment, please provide 10 copies to the City Clerk with your speaker card.

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://LivermoreCA.gov/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://LivermoreCA.gov/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 Livermore City Council Agenda
November 27, 2023

8 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
November 27, 2023

9 CITY COUNCIL STAFF REPORT
ITEM NO. 3.1

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Beautification Committee annual update presented by Vice Chair, Mark Goralka.

RECOMMENDED ACTION

Staff recommends City Council accept the Beautification Committee annual update.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Laurie Tobias
Senior Clerk

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
10 CITY COUNCIL STAFF REPORT
ITEM NO. 3.2

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Presentation of the 2023 Beautification Awards.

RECOMMENDED ACTION

Staff recommends City Council accept the Beautification Committee Awards presentation.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Laurie Tobias
Senior Clerk

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Brandon Cardwell, Innovation and Economic Development Director SUBJECT:

Livermore Valley Wine Heritage District annual update presented by Brandi Lombardi, Executive Director, Livermore Valley Winegrowers Association.

RECOMMENDED ACTION

Staff recommends City Council accept the Livermore Valley Wine Heritage District annual update.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Theresa De La Vega
Management Analyst

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Approval of draft minutes - October 9, 2023 and October 23, 2023 Regular Meetings.

RECOMMENDED ACTION

Staff recommends the City Council approve the draft minutes.

SUMMARY

DISCUSSION

ATTACHMENTS

1. 2023-10-09 Draft Minutes

2. 2023-10-23 Draft Minutes

Prepared by: Marie Weber
Deputy City Manager/City Clerk

MINUTES
CI

TY COUNCIL
OCTOBER 9, 2023
________________________________________________________________ C

LOSED SESSION
CAL
L TO ORDER – The Closed Session of the City Council was called to order by Mayor John Marchand a t 5:00 pm, held in person at 1 016 S. Livermore Avenue and YouTube (listen and view only).

RO
LL CALL – Present: Mayor John Marchand and Council Member s, Ben Barrientos, Evan Branning and Robert W. Carling.

A
bsent: Vice Mayor Kiick
O

PPORTUNITY FOR THE PUBLIC TO ADDRESS THE CI TY COUNCIL
REGARDING CLOSED SESSION ITEMS.

Ma
yor Marchand opened the public comment period.

T
here were no more speakers and the hearing was closed.

1. ADJ

OURN TO CLOSED SESSION

1.1 Public Employee Performance Evaluation. Annual evaluation of City Attorney, pursuant to Government Code section 54957.
1 .2 Public Employee Performance Evaluation. Annual evaluation of City Manager, pursuant to Government Code section 54957.
1 .3 Conference with Labor Negotiator. To meet with Mayor Marchand and Vice Mayor Kiick, the City’s negotiators, pursuant to Government Code section 54957.6 regarding negotiations for salary and compensation for Unrepresented Employee – City Attorney.
1 .4 Conference with Labor Negotiator. To meet with Mayor Marchand and Vice Mayor Kiick, the City’s negotiators, pursuant to Government Code section 54957.6 regarding negotiations for salary and compensation for Unrepresented Employee – City Manager.
___
_____________________________________________________________ ATTACHMENT 2
14 CM/75/2 Minutes OCTOBER 9, 2023

REGULAR MEETING

2. CALL TO O RDER – T he meeting of the City Council was called to or der by Mayor John Marchand at 7:00 pm, held in person at 1016 S. Livermore Avenue and YouTube (listen and view only).

ROLL CALL – Present: M ayor John Marchand, Vice Mayor Brittni Kiick and Council Members Ben Barrientos, Evan Branning and Robert W. Carling.

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION

Mayor Marchand said there was no reportable action.

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Confirm Advisory Body appointments to the Airport Commission, Livermore Housing Authority, and the Human Services Commission and direct the City Clerk to administer the oath of office.

Livermore Airp
ort Commission (Pilot)
Reappointment to a regular term ending November 1, 2027. • Darin Bishop

Livermore Hous
ing Authority (At-Large)
Reappointment to a regular term ending January 1, 2028
• Marvin Evans

Appointment to a regular term ending January 1, 2028
• Carla Welch

Human Services Commission
Reappointment to a regular term ending November 1, 2027 • Elizabeth McWhorter
• Umashankar Meda
• Marti Sutton

Appointment to a regular term ending November 1, 2027
• Maxwell Nelson
• Ashley Onadele

ON THE MOTION OF COUNCIL MEMBER CARLING , SECONDED BY VICE MAYOR KIICK AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL CONFIRMED THE APPOINTMENTS.

Deputy City Manager/City Clerk Marie Weber administered the oath of office.

ATTACHMENT 2
15 OCTOBER 9, 2023 Minutes CM/75/3

4. OPEN FORUM

Mayor Marchand opened the public comment period.

Greg Scott, provided a comment.

David McGuigan, provided a comment.

Marti Sutton, Tri-Valley Non-Profit Alliance, provided a comment.

Donna Cabanne, provided a comment.

Jean King, provided a comment.

John Stein, provided a comment.

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

5. C ONSENT CALENDAR

Mayor Marchand opened the public comment period.

Item 5.10 Greg Scott, provided a comment.

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

ON THE MOTION OF VICE MAYOR KIICK , S ECONDED BY COUNCIL MEMBER CARLING AND CARRIED ON A 5-0 VOTE, THE CITY COUNCI L APPROVED THE CONSENT CALENDAR.

5.1 Approval of draft minutes - September 11, 2023 Regular Meeting.

5.2 Adoption of Ordinance 2148 amending Section 1.04.010 Definitions and Rules of Construction in Title 1 General Provisions in the Livermore Municipal Code to define the Superintendent of Streets.

5.3 Introduce an Ordinance and waive the first reading, amending section

11.08.010 Definitions and sectio n 11. 08.080 Hangar Waiting Lists of Chapter

11.08 Airport Rules and Regulations of the Livermore Municipal Code.

5.4 Resolution 2023-170 authorizing the execution of an agreement with SmartWave Technologies, LLC to install and maintain a wireless Internet infrastructure throughout several City Facilities in an amount not -to-exceed $300,000.

5.5 Resolution 2023-171 authorizing execution of a third amendment to the agreement with West Coast Arborists, Inc. for tree and shrub pruning and maintenance services for a total not-to-exceed amount of $994,000.

ATTACHMENT 2
16 CM/75/4 Minutes OCTOBER 9, 2023

5.6 Resolution 2023-172 authorizing the City Manager to execute an agreement between th e Livermore Pleasanton Fire Department (LPFD) and the Department of Veteran Affairs (VA) to provide emergency and fire protec tion services for the Veterans Administration Livermore Medical Center through October 31, 2024, and authorizing the City Manager to enter into a Revenue Sharing Agreement with the City of Pleasanton for Fire Services provided to the Veterans Affairs Livermore Medical Center.

5.7 Resolution 2023-173 authorizing acceptance of funds in the amount of $50,230, for a State of California Department of Alcoholic Beverage Control grant in Fiscal Year 2023- 24 and authorizing the City Manager to execute the grant agreement.

5.8 Resolution 2023-174 authorizing acceptance of $100,000 in grant funds from the California Office of Traffic and Safety (OTS) for Extrication Equipment, authorizing the execution of a grant agreement with OTS, appropriating $100,000 in the Equipment Replacement Fund for Fiscal Year 2023-24, and authorizing the purchase of Extrication Systems from L.N. Curtis and Sons.

5.9 Resolution 2023-175 approving amendments to the City’s Other Post Employment Benefits (OPEB) Policy to ensure the City does not over -fund its OPEB obligations.

5.10 Resolution 2023-176 authorizing participation in the PARS Section 115 Post-Employment Benefits Trust Program to be administered by Public Agency Retirement Services (PARS) and U.S. Bank to help fund the City’s Pension and Other Post Employment Benefits (OPEB)

6. PUBLIC HEARINGS – NONE

7. MATTERS FOR CONSIDERATION

7.1 Discussion of staff's response to the Municipal Services Review Survey administered by the Al ameda County Local Agency Formation Commission including a proposed amendment to Livermore's Sphere of Influence; and direction on conducting a citywide poll to reaffirm Livermore's interests to preserve open space and scenic corridor above highway 580.

Recommendation: Staff recommended the City Council:

1. Receive information regarding a potential amendment to Livermore's Sphere of Influence related to the Municipal Services Review Survey response to the Alameda County Local Agency Formation Commission; and

2. Direct staff to conduct a citywide poll to reaffirm Livermore's interests to preserve open space and scenic corridor above highway 580.

Senior Planner Ashley Vera presented the staff report.

ATTACHMENT 2
17 OCTOBER 9, 2023 Minutes CM/75/5

Mayor Marchand opened the public comment period.

Donna Cabanne, provided a comment.

Jean King, Friends of Livermore, provided a comment.

Michael McCorriston, Vice Mayor, City of Dublin, provided a comment on behalf of Mayor Melissa Hernandez, City of Dublin.

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

ON THE MO TION OF VICE MAYOR KII CK, SECONDED BY COUNCIL MEMBER BRANNING, AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL APPROVED STAFF’S RECOMMENDATION.

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CIT Y

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

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. COUNCIL

MEMBERS WHO DID NOT PROVIDE A S UMMARY IN THE SUPPLEM ENTAL PACKET ARE INCLUDED BELOW.

Tree Inventory City Council requested an update on the City tree inventory.

Bridging of the Gap, Tri -Valley No n-Profit Alliance Anti-Povery Collaborative, Council Member Carling noted his attendance at the event on October 5, 2023.

Homelessness and Guaranteed Income C ity Council requested the Human Services Commission and staff explore opportunities for leadership in the areas of homelessness and guaranteed income.

Livermore Amador Valley Transit Authority (LAVTA) Vice Mayor Kiick noted her attendance at the board meetings on September 11 , 2023 and October 2 , 2023.

Quest Science Center presentation of the film A Million Miles Away , Mayor Marchand noted his attendance on September 24, 2023.

34 th Annual Altamont C ruiser Car Show Mayor Marchand noted his attendance at the event on September 24, 2023.

Bay Area Urban Manufactur ers Mayor Marchand noted his attendance a t the kick-off event recognizing Bay Area Manufacturers.

ATTACHMENT 2
18 CM/75/6 Minutes OCTOBER 9, 2023

9. ADJOURNMENT – at 8:06 pm t o a Special City Council Meeting on Monday, October 16, 2023 at 5 :00 pm and a Regular City Council Meetin g on Monday, October 23, 202 3 at 7:00 pm , in the Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

APPROVED:

JOHN P. MARCHAND, MAYOR

ATTE
ST:

MARIE WEBER, CITY CLERK
ATTACHMENT 2
19 OCTOBER 23, 2023 Minutes CM/75/1

MINUTES
CI

TY COUNCIL
OCTOBER 23, 2023
________________________________________________________________ C

LOSED SESSION
CAL
L TO ORDER – The Closed Session of the City Council was called to order by Mayor John Marchand a t 6:30 pm, held in person at 1 016 S. Livermore Avenue and YouTube.

RO
LL CALL – Present: Mayor John Marchand, and Council Member s, Ben Barrientos, Evan Branning and Robert W. Carling.

A
bsent: Vice Mayor Brittni Kiick.

PPORTUNITY FOR THE PUBLIC TO ADDRESS THE CI TY COUNCIL
REGARDING CLOSED SESSION ITEMS.

Ma
yor Marchand opened the public comment period.

T
here were no speakers and the public comment period was closed.

1. ADJ

OURN TO CLOSED SESSION

1.1 Conference with Legal Counsel - Anticipated Litigation. To meet with legal counsel pursuant to Government Code section 54956.9(d)(4) to decide whether to initiate litigation based on existing facts and circumstances. (One case) ________________________________________________________________ RE

GULAR MEETING
2 . CALL TO O RDER – T he meeting of the City Council was called to or der by Mayor John Marchand at 7:00 pm, held in person at 1016 S. Livermore Avenue and YouTube.

RO
LL CALL – Present: Mayor John Marchand, and Council Members, Ben Barrientos, Evan Branning and Robert W. Carling.

A
bsent: Vice Mayor Brittni Kiick.

EDGE OF ALLEGIANCE
RE

PORT OF ACTION TAKEN IN CLOSED SESSION

ATTACHMENT 2
20 CM/75/2 Minutes OCTOBER 23, 2023

City Attorney Jason Alcala said there was no reportable action.

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Livermore Human Services Commission A nnual Update presented by Jon Orellana, Chair, Livermore Human Services Commission.

Jon Orellana , Livermore Human Services Commission Chair presented the annual update.

3.2 Proclamation recognizing October as Domestic Violence Awareness Month presented to Tri- Valley Haven Executive Director, Christine Dillman.

Mayor Marchand presented a proclamation to Christine Dillman, Tri-Valley Haven Executive Director declaring October as Domestic Violence Awareness Month.

4. OPEN FORUM

Mayor Marchand opened the public comment period.

Greg Scott, provided a comment.

Donna Cabanne, provided a comment.

Orlando Munoz, provided a comment.

Karl Wente, provided a comment.

Lisa Tromovitch, SPARK Theater, provided a comment.

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

5. C ONSENT CALENDAR

Mayor Marchand re- ordered the agenda and moved Item 5 .15 from the Consent Calendar for separate discussion and action after item 7.2.

Mayor Marchand opened the public comment period.

Karl Wente, provided a comment.

Item 5.16 Greg Scott provided a comment.

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

ON THE MOTION OF COUNCIL MEMBER BRANNING , S ECONDED BY COUNCIL MEMBER CARLING AND CARRIED ON A 4-0 VOTE, THE CITY

COUNCIL APPROVED THE CONSENT CA LENDAR WITH THE EXCEPTION OF ITEM 5.15.

ATTACHMENT 2
21 OCTOBER 23, 2023 Minutes CM/75/3

ON THE MOTION OF COUNCIL MEMBE R CARLING , SECONDED B Y COUNCIL MEMBER BRANNING, AND CARRIED ON A 4- 0 VOTE, THE CITY COUNCIL APPROVED CONSENT CALENDAR ITEM 5.15

5.1 Approval of draft minutes - September 25, 2023 Regular Meeting.

5.2 Adopt Ordinance 2149 amending section 11.08.010 De finitions and section 11.08.080 Hangar Waiting Lists of Chapter 11.08 Airport Rules and Regulations of the Livermore Municipal Code.

5.3 Introduce an ordinance and waive the first reading, adding Chapter 8.21 Summary Abatement of Graffiti to the Livermore Municipal Code.

5.4 Introduce an omnibus ordinance and waive the first reading to adopt modifications to the Livermore Municipal Code and the Livermore Development Code.

5.5 Resolution 2023-177 authorizing supplemental appropriations in the amount of $535,000 to Fiscal Year 2023-24 and $250,000 to Fiscal Year 2024-25 and awarding and authorizing execution of an agreement with Redgwick Construction Company, in an amount not -to-exceed $1,849,844, for construction of the Railroad Avenue Street Improvements Project No. 2021-16.

5.6 Resolution 2023-178 approving an exception to the Li vermore Municipal Code bidding requirement and authorizing sole sourcing specific brands of equipment and instruments for the construction of the Water Reclamation Plant (WRP) UV Treatment System Replacement Project No. 2021-28.

5.7 Resolution 2023-179 approving an excep tion to the Livermore Municipal Code bidding requirements and authorizing sole sourcing specific brands of equipment and instruments for the construction of the Airway Pump Station Improvements Project No. 2021-30.

5.8 Resolution 2023-180 authorizing execution of a Low -Income For Sale Housing Agreement with TH Arroyo Vista, LLC, for a 435- unit subdivision located in the Arroyo Vista neighborhood, generally to the east and north of Las Positas Road, south of Arroyo Vista Road, west of Bennett Drive and bisected by the Arroyo Seco channel intersection (VTTM 8379).

5.9 Resolution 2023-181 approving allocation of the Tourism and Special Event Grant monies for July 1, 2023- June 30, 2024, and authorizing the execution of grant agreements with Al tamont Cruisers, Livermore Valley Opera, Quest Science Center, Rotary Club of Livermore, and Shakespeare's Associates, Inc. in the amount of $2,000 each.

5.10 Resolution 2023-182 authorizing a First Amendment to the agreement with PlaceWorks, Inc. for the Comprehensive General Plan and Housing Element ATTACHMENT 2
22 CM/75/4 Minutes OCTOBER 23, 2023

Update, increasing the scope of work and the not -to-exceed amount from $2,800,000 to $3,026,000 and extending the term to December 31, 2025.

5.11 Resolution 2023-183 authorizing execution of the second amend ment to the agreement with Ruggeri- Jensen-Azar for on-call engineering design services increasing the not-to-exceed contract amount from $1,200,000 to $1,800,000 and extending the term of the agreement one year to December 31, 2024.

5.12 Resolution 2023-184 authorizing execution of an agreement with Avenu Insights & Analytics, LLC for business license and tobacco retail license services in an amount not -to-exceed $450,000 for administration services and $250,000 per account for discovery/recovery and deficiency audit services.

5.13 Resolution 2023-185 authorizing execution of a purchase order with Asana, Inc. for the purchase of 250 Asana Enterprise Licenses in an amount not- to-exceed $219,000.

5.14 Resolution 2023-186 accepting the FY 2022-23 Year-end Budget Report, allocating the General Fund budget surplus for various purposes, and appropriating additional budget to those funds that ended FY 2022- 23 with expenditures in excess of budget.

ITEM 5.15 WAS MOVED BY THE MAYOR TO BE HEARD AFTER ITEM 7.2

5.16 Resolution 2023-187 of continued local emergency in response to impacts from a series of severe storm events earlier this year.

6. PUBLIC HEARINGS

6.1 Hearing to consider the Housing and Human Services needs and Housing and Human Services Grant Priorities for Fiscal Year 2024-25.

Recommendation: The Human Services Commission and staff recommend the City Council adopt a resolution approving the Housing and Human Services Grant Priorities for Fiscal Year 2024-25.

Management Analyst I Amy Walker presented the staff report.

Mayor Marchand opened the public hearing.

Greg Scott, provided a comment.

Alan Burnham, provided a comment.

Karl Wente, provided a comment.

There were no more speakers and the hearing was closed.

ON THE MOTION OF C OUNCIL MEMBER B RANNING, SECONDED BY ATTACHMENT 2
23 OCTOBER 23, 2023 Minutes CM/75/5

COUNCIL MEMBER BARRIENTOS AND CARRIED ON A 4-0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING RESOLUTION.

Resolution 2023-188 approving the Housing a nd Human Services Grant Priorities for Fiscal Year 2024-25.

7. MATTERS FOR CONSIDERATION

Mayor Marchand requested that both Items 7.1 and 7.2 be heard together.

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

Recommendation: The Evaluation Subcommittee recommends the City Council adopt a resolution approving an amended and restated employment contract with the City Manager.

7.2 Resolution appr oving an amended and restated employment contract with the City Attorney.

Recommendation: The Evaluation Subcommittee recommends the City Council adopt a resolution approving an amended and restated employment contract with the City Attorney.

Administrative Services Director Tina Olson presented the staff report.

Mayor Marchand opened the public comment period.

Karl Wente provided a comment for Items 7.1 and 7.2.

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

ON THE MO TION OF COUNCIL MEMBER CARLING SECONDED BY
COUNCIL MEMBER BARRIENTOS AND CARRIED ON A 4-0 VOTE, THE CITY COUNCIL ADOPTED THE FOL LOWING RESOLUTIONS FOR ITEMS 7. 1 AND

7.2. Resolution 2023-189 approving an amended and restated employment contract with the City Manager

Resolution 2023-190 approving an amended and restated employment contract with the City Attorney

5.15 Resolutions approving amendments to the City of Livermore S alary Plan, adding 1.0 full time Regular Employee position, approving a 5% salary adjustment for members of the Police Officer’s Association, Police Management Association, and the Police Chief, and confirming approval of a one- time 2% payment to members of the Association of Livermore Employees, Livermore Management Group, Livermore Management Confidential Employees, Livermore ATTACHMENT 2
24 CM/75/6 Minutes OCTOBER 23, 2023

Confidential Employees and Livermore Executive Management Employees.

Mayor Marchand opened the public comment period.

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

ON THE MOT ION OF COUNCIL MEMBE R CARLING , SECONDED B Y COUNCIL MEMBER BRANNING, AND CARRIED ON A 4- 0 VOTE, THE CITY COUNCIL APPROVED CONSENT CALENDAR ITEM 5.15.

Resolution 2023-191 - 2023 Salary Plan:

1. A pproving the November 2023 Salary Plan to incorporate wage adjustments for the City Manager, City Attorney, and Executive Management employees;

2. A uthorizing an increase in the salary range for the Airport Manager;

3. Authorizing the allocation of an additional 1.0 full time Regular Employee position for the Innovation and Economic Development Department; and,

4. Authorizing the City Manager to make annual salary and cost of living adjustments for the Executive Management employees that are the same as the annual adjustments to the Livermore Management Group.

Resolution 2023-192 - 2024 Salary Plan:

1. Approving the January 2024 Salary Plan to incorporate a 5% base salary adjustment to the classifications in the Livermore Police Officer’s Association, Livermore Police Management Association, and the Police Chief, effec tive January 1, 2024.

Resolution 2023-193 - Lump Sum:

1. Approving a one-time 2% of base salary lump sum bonus for the following employees who are employed by the City as of January 1, 2024: the employees in t he Livermore Association of Employees group, Executive Management employees (excluding the Police Chief), employees in the Livermore Management Group management confidential employees, and confidential employees.

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CIT Y

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

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. COUNCIL

MEMBERS WHO DID NOT PROVIDE A SU MMARY IN THE SUPPLEMENTAL PACKET ARE INCLUDED BELOW.

Livermore Valley Vintners Collected CM Branning reported his attendance at several Vintners events and encourage others to attend in 2024.

Fire Department Response CM Carling and CM Barrientos commended the Fire Department on their response to the fire at the property adjacent to The Well ATTACHMENT 2
25 OCTOBER 23, 2023 Minutes CM/75/7

on Concannon Blvd.

Art Walk CM Carling, CM Barrientos, and Mayor Marchand noted their attendance at the event on October 14, 2023.

Compost Giveaway CM Carling noted his attendance on October 14, 2023.

Altamont Landfill Community M onitor Committee CM Barrientos noted his attendance on October 11, 2023.

Intergovernmental Meeting CM Barrientos noted his attendance on October 12, 2023.

East Bay Community Choice Energy C M Barrientos noted his attendance at the Marketing Committee meeting on October 16, 2023, and that the agency ’s name has been changed to AVA Community Energy.

Trails Committee CM Barrientos noted his attendance.

East Bay Community Choice Energy C M Barrientos noted his attendance at the Board of Directors meeting on October 18, 2023.

Seniors in Retirement CM Barrientos noted his atten dance on October 1 9, 2023.

St. Mary ’s Jacobite Syriac Orthodox Church CM Barrientos note d his attendance at the Family Night event on October 21, 2023.

City Council instructed staff to require the sale of unleaded fuel at the airport and that it be added to the minimum standards.

9. ADJOURNMENT – at 8:37 pm t o a Regular City Council meeting on Monday, November 13, 2023 at 7:00 pm, Civic Center Meet ing Hall, City Council Chambers, 1016 S. Livermore Avenue.

APPROVED:

JOHN P. MARCHAND, MAYOR

ATTE
ST: ______________

MARIE WEBER, DEPUTY CITY MANAGER/ CITY CLERK
ATTACHMENT 2
26 CITY COUNCIL STAFF REPORT
ITEM NO. 5.2

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Resolution authorizing the execution of an agreement with Milliken Services, LLC to replace carpet throughout the Civic Center Library, in an amount not-to-exceed $430,163.

RECOMMENDED ACTION

SUMMARY
The carpet throughout the Civic Center Library is almost 20 years old and is showing signs of wear and tear and staining in many areas, primarily in areas open to the public. Based on visual inspection, staff has determined that the carpet is at the end of its useful life and needs to be replaced. Milliken Services, LLC holds a competitively bid cooperative purchasing agreement for flooring products and services available to member agencies of OMNIA Partners of which the City is a member.

DISCUSSION
The replacement of the carpet throughout the Civic Center Library would eliminate potential safety hazards as a result of heavy use. The carpet that was installed in the Civic Center Library almost 20 years ago was installed in roll form, meaning a large section would need to be removed to repair a small area that is affected. Staff recommends the new carpet installation be done using carpet tiles. This will save the City money in the future, because maintenance staff will be able to replace any areas that show wear and tear or staining rather than having to hire a contractor. Staff will maintain a stock of carpet tiles for replacement purposes, further saving the City money. New carpet would also be considered more visually appealing to staff and the public. The project is scheduled to occur in December once the agreement is approved.

Milliken Services, LLC holds
a cooperative purchasing agreement #2020002150 through OMNIA Partners for flooring products and services. The purchasing agreement is open to OMNIA Partner 27 members of which the City is a member. Livermore Municipal Code Section 2.68.370 permits the formal bidding procedure for supplies, equipment, and general services to be dispensed with when purchased through a cooperative purchasing arrangement.

FISCAL AND ADMINISTRATIVE IMPACTS

This carpet replacement for City buildings project (2015-16) is part of the Capital Improvement Plan for FY 2023-24 and funds will be provided from the Facilities Rehabilitation Program (Fund 740).

COMMUNITY PILLAR

5: A City That Works

GOAL
14: Develop and maintain the City’s infrastructure, facilities, and property

ATTACHMENTS

1. Cooperative Purchasing Contract

2. Resolution

3. Exhibit A - Agreement

Prepared by: Marisa Gan
Acting Public Works Manager

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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PA# 2020002150
Purchasing Agreement 2020002150
As a result of Request for Proposal #001225 -May2019 (University of California Systemwide Flooring), t he Agreement to furnish certain goods and services described herein and in the documents referenced herein (“ Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California, and Milliken Services, LLC (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.

1. Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein , at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier.

2. Term of Agreement/Termination
A) The initial term of the Agreement will be from April 15 th, 2020 through April 14 th, 2025 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for Five (5) successive One (1)-year periods (each, a Renewal Term), by providing Supplier with at least Thirty (30) calendar days’ written notice before the end of the Initial Term or any Renewal Term.

B) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days' written notice.

C) UC or Supplier may terminate the Agreement for cause by giving the other party at least 30 days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services.

4. Pricing, Invoicing Method, and Settlement Method and Terms A. Pricing. Refer to Attachment B – UC Price Schedule for Pricing. i. Price Increases – After the first twelve (12) months of the term, or longer term as negotiated between UC and the Supplier, of any resulting contract, the Supplier will have an opportunity to request price increases. Requests for price increases may only be made once a year, in writing, 60 days in advance of the contract anniversary date.
a. Product Price Increases – Product price increases will be not exceed the lesser of 3% or the annual increase in the Product Price Index (PPI) for the corresponding commodity:
(1) Vinyl Flooring: Plastics Material and Resins Manufacturing (PCU325211325211) (2) All Carpet Products: Carpet and Rug Mills: Carpets & Rugs (PCU3141103141100) (3) Rubber and Linoleum: Plastics and Rubber Products Manufacturing (PCU326326) (4) Wood Products: Other Millwork, Including Flooring (PCU321918321918) b. Labor Price Increases – Labor price increases will only be allowed under an increase in the DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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PA# 2020002150
Department of Industrial Relations (DIR) Prevailing Wage Schedule, and will be capped at the corresponding percentage of any DIR increase.

c. Freight – Where applicable, Supplier agrees to maintain freight pricing, in either set rate or as a percentage of spend, consistent with any increase or decrease in the PPI for General Freight Trucking, Long-Distance Truckload (PCU484121484121)

B. Invoicing Method

Each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into acc ount the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurement-services/ files/Matrix%20for%20 website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.]

C. Invoicing

Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, UC will not pay freight as all quoted material costs are freight inclusive.

All invoices must clearly indicate the following information:

Charges associated with California AB2398
California sales tax as a separate line item;
UC Purchase Order or Release Number;
Description, quantity, catalog number and manufacturer number of the item (s) ordered; Net cost of each item;
Description, quantity, and pay rate of any services provided Any pay/earned/dynamic discount;
Reference to original order number for all credit memos issued;

Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.

D. Settlement Method and Terms

Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: ACH Net60

5. Notices

As provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – [insert, as the case may be, Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested, at the addresses specified below.

To UC, regarding contract issues:

Name Reynaldo Cano-Boza
Phone 510.987.9893
Email [email protected]
Address 7835 Trade Street, Suite 100
San Diego, CA 92121

To Supplier:

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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PA# 2020002150

Name Tamlin Antoine
Phone 202.480.6461
Email [email protected]
Address 924 Milliken Road
Spartanburg, SC 29303

6. Intellectual Property, Copyright and Patents

/_X / The Goods and/or Services do not involve Work Made for Hire

7. Patient Protection and Affordable Care Act (PPACA)

/_X / The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.

8. Prevailing Wages

Work performed under this agreement is a public work subject to California Labor Code section 1771. Supplier, or sub - Supplier, must be registered with the DIR pursuant to Labor Code section 1725.5. Supplier is required to post the applicable prevailing wage rate determination and any job site n otices as prescribed by the DIR. The work is subject to compliance monitoring and enforcement by the DIR and is subject to project reporting through the DIR.

9. Fair Wage/Fair Work

/_X_/ Supplier is not required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) when providing the Services.

10. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts

Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515).

11. Insurance

Deliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field:

CERTIFICATE OF INSURANCE – Milliken Services.

12. Cooperative Purchasing

Supplier agrees to extend pricing and Goods and/or Services to the California State University institutions (CSU) and the California Community Colleges (CCC) and public agencies nationwide (public and private schools, colleges and universities, cities, cou nties, non -profits, and all governmental entities) registered with OMNIA Partners under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational i ssues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
31

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PA# 2020002150
involving individual CSU or CCC campuses will be addressed, administered, and resolved by each CSU or CCC campus.

13. Records about Individuals

Records created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by th e subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.

14. Incorporated Documents

This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and written declarations of intent and other legal arrangements (whether binding or non-binding) made by the Parties in respect thereof.

a. Purchase Agreement 2020002150
b. UC Terms & Conditions of Purchase
c. Attachment A – Statement of Work
d. UC Request for Proposal (#001225-MAY2019) University of California Systemwide Flooring (RFP) e. Attachment B – University of California Price Schedule f. Attachment C – Reporting Requirements
g. Appendix – Ecommerce

15. Entire Agreement

The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.

This Agreement can only be signed by an authorized representative with the proper delegation of authority.

THE REGENTS OF THE Milliken Services, LLC

UNIVERSITY OF CALIFORNIA

________________________________ ___________________________________ (Signature) (Signature)

________________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title)

________________________________ ____________________________________ (Date) (Date)
DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 4/20/2020
Director of Government SalesTamlin AntoineExecutive Director 4/23/2020
Justin Sullivan
ATTACHMENT 1
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Terms and Conditions of Purchase

ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “ Goods and Services”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with these Terms and Conditions and any other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set forth herein.

As used herein, the term "Supplier" includes Supplier and its sub -suppliers at any tier. As used herein, “UC” refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Location s identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement . No other terms or conditions will be binding upon the Parties unless accepted by them in writing.

Written acceptance or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms and conditions. The terms of an y proposal referred to in the Agreement are inclu ded and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent wi th the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agreement. Following the Initial Term, the A greement may be extended by written mutual agreement.

B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the eve nt that through no action or inaction on the part of UC, the Funding is withdrawn.

C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time with not less than the number of days’ notice stated elsewhere in the Agreement. As specified in the termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier with notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate.

D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within five (5) business days , or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may pu rchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby.

ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS. Pricing is set forth in the Agreement or Purchase Order Number, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written approval . Unless otherwise agreed in writing by UC, Supplier will use the i nvoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC’s Supplier Invoicing, Terms & Settlement Matrix.

UC will pay Supplier, upon submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to be FOB destination. Any of Supplier’s expenses that UC agrees to reimburse will be reimbursed under UC’s Travel Policy, which may be found at https://policy.ucop.edu/doc/3420365. Where applicable, Supplier will pay all taxes imposed on Supplier in connection with its performance under the Agreement, including any federal, state and local income, sales, use, excise and other taxes or assessments . Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose.

ARTICLE 4 – INSPECTION. The Goods and/or Services furnished will be exactly as specified in the Agreement, f ree from all defects in Supplier's performance, design, workmanship and materials, and, except as otherwise provided in the Agreement, will be subjec t to inspection and test by UC at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier , or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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Terms and Conditions of Purchase

rejected Goods and/or Services and, in addition to any cost s for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs incurred, or payments to Supplier in accordanc e with the terms of the Agreement for unaccepted Goods a nd/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may s o require.

Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and he or she will not again, without UC’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, s ub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions. Supplier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier’s employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents a nd subcontractors.

ARTICLE 6 – WARRANTIES
In addition to the warrant ies set forth in Articles 11, 12, 17, 23, 24 , 25 and 26 herein, Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agre ement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. General Warranties . Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing the Goods ordered hereunder ; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Su pplier’s obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a workmanlike manner by competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic syste ms for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are requ ired by, or subject to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems fo r electronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreem ent will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement.

B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United Sta tes and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided.

C. Federal and State Water and Air Pollution Laws . Where applicable, Supplier warrants that it complies with the requirements in U C Business and Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in violation of Federal or State water or air pollution laws.

D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that:

1. It complies with California and federal disabilities laws and regulations; The Goods and/or Services will conform to the accessibility requirements of WCAG 2.0AA.

2. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services;

3. Within six (6) months of the signing of this Agreement, Supplier will complete the testing of the Goods and Services for leve l AA conformance with Web Content Accessibility Guidelines (WCAG) 2.0 and report those findin gs to the University. Provide the DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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source to whom the conformance should be submitted. In the event that testing results in findings of non -compliance, Supplier will provide a remediation plan to the University within two (2) months of completion of testing, and will use reasonable efforts to adhere to any remediation timelines provided to the University; and

4. The University and its Authorized User may abridge, modify, translate or create any derivative work based on the Goods and Services when necessary to allow Authorized Users with disabilities to access the Goods and Services.

E. General Accessibility Requirements. Supplier warrants that:

1. It will comply with California and federal disability laws and regulations;

2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG

2.0 AA; and

3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services.

F. Warranty of Quiet Enjoyment . Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC’s use of, any and all intellectual property that will be needed for Supplier’s provision, and UC’s use of, the Goods and/or Services provided by Supplier under the Agreement.

G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.

H. Debarment and Suspension . Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC’s name (including UC campus names, abbreviations of these names, UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC a nd complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.

J. Outsourcing (Public Contract Code section 12147) Compliance . Supplier warrants that if the Agreement will displace UC employees, no funds paid u nder the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its subsupplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that a) UC may terminate the Agreement without further obligation for noncompliance, and b) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid.

ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS A. Goods and/or Services Involving Work Made for Hire.

1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein , (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyr ights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.

2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre -Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

3. Whenever any invention or d iscovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent applica tion will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such inte llectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC ma y require in order to effectuate such assignment.

B. Goods and/or Services Not Involving Work Made for Hire.

1. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non -exclusive, royalty-free, irrevocable, perpetual, paid -up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre -Existing Materials in connection with the Deliverables.

2. The Deliverables must be new and original. Supplier must not use any Pre -Existing Materials in the Deliverables with out UC’s prior written permission.

3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the s ole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to prom ptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

C. General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non- infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services’ functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

ARTICLE 8 – INDEMNITY
To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such loss es, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:

A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

1. Each Occurrence $ 1,000,000

2. Products/Completed Operations Aggregate $ 2,000,000 DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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3. Personal and Advertising Injury $ 1,000,000

4. General Aggregate $ 2,000,000
B. Business Automobile Liability Insurance for owned, scheduled, non -owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a claims -made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.

D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence. Workers' Compensatio n as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence.

E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one mi llion dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “J oint Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.

F. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance.

If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the a bove insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.

G. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the c overage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:

1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omi ssions of Supplier, its officers, agents, or employees.

2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC.

ARTICLE 10 – USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, ab b r e viat io n o f t h e UC n am e , trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without U C ’ s prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000.

ARTICLE 11 – FEDERAL FUNDS
Supplier who supplies Goods and/or S ervices certifies and represents its compliance with the following clauses, as applicable. Supplier shall promptly notify UC of any change of status w ith regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely.

A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply, as applicable:
i. FAR 52.203-13, Contractor Code of Business Ethics and Conduct; ii. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights; iii. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements; iv. FAR 52.219-8, Utilization of Small Business Concerns; v. FAR 52.222-17, Non-displacement of Qualified Workers; DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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vi. FAR 52.222-21, Prohibition of Segregated Facilities; vii. FAR 52.222-26, Equal Opportunity;
viii. FAR 52.222-35, Equal Opportunity for Veterans;
ix. FAR 52.222-36, Equal Opportunity for Workers with Disabilities; x. FAR 52.222-37, Employment Reports on Veterans;
xi. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act; xii. FAR 52.222-41, Service Contract Labor Standards;
xiii. FAR 52.222-50, Combating Trafficking in Persons;
xiv. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements;
xv. FAR 52.222 -53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements;
xvi. FAR 52.222-54, Employment Eligibility Verification; xvii. FAR 52.222-55, Minimum Wages Under Executive Order 13658; xviii. FAR 52.222-62, Paid Sick Leave under Executive Order 13706; xix. FAR 52.224-3, Privacy Training;
xx. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; and xxi. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.

B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled ‘Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services)’ and located at www.ucop.edu/procurement-services/policies- forms/index.html is hereby incorporated herein by this reference.

C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A, Chapter II, Part 200) the following provisions apply, as applicable:

i. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, development, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements”. ii. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Co ntrol Act as amended (33 U.S.C. 1251 -1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). iii. Byrd Anti -Lobbying. Supplier certifies that it will not, and has not used Federal a ppropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
iv. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Supplier must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract, additional information and/or terms and conditions m ay be inclu ded in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission:
i. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);
ii. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and iii. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete. iv. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60 -1.4(a), 60-300.5(a) and 60 -741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplie r agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single -user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.

ARTICLE 13 – LIENS
Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to U C a complete release of all liens arising out of t he Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien c ould be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refun d to UC all monies that UC may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.

ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up . Supplier will at all times keep UC premises where th e Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises an d all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub -suppliers as to responsibility for the removal of the rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier.

B. Environmental, Safety, Health and Fire Protection . Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and sa fety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion.

Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub -suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage an y unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other perso ns who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites, and to any other area wh ich UC may permit DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the pre mises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub-suppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.

C. Tobacco-free Campus . UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites.

ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to ve st title thereto in Supplier.

ARTICLE 16 – COOPERATION
Supplier and its sub -suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with i n the progress of their work, and so that all of such work will be a finished and complete job of its kind.

ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods:

A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases.

B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note.

C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.

D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreement by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms.

Supplier may not make changes without UC’s written approval. Any claim of Supplier for an adjustm ent under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC waives this condit ion in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder.

Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Goods furnished.

E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to termin ating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11.

F. Export Control. If any of the Goods is export -controlled under the International Traffic in Arms Regulations (22 CFR §§ 120 -130), the United States Munitions List (22 CFR § 121.1), or Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list, Supplier agr ees to provide UC (the contact listed on the Purchase Order) with written notification that identifies the export-controlled Goods and such Goods’ export classification.

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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ARTICLE 18 – CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier’s kn owledge, no UC employee who has participated in UC’s decision -making concerning the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means:

A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more.

In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days afte r such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative, nor will a near relative be in a decision making position with respect to Supplier.

ARTICLE 19 – AUDIT REQUIREMENTS
The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, a nd if the underlying grant , cooperative agreement or federal contract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access t o and the right to examine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The examination and audit will b e confined to those matters connected with the performance of the Agreement, including the costs of administering the Agreement.

ARTICLE 20 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION Supplier agrees to hold UC’s Confidential Information , and any information derived therefrom, in strict confidence. Confidential Information shall be defined as any information disclosed by UC to Supplier for the purposes of providing the Good and/or Services which is (i) marked as “Confidential” at the time of disclosure; (ii) disclosed orally, identified at the time of such oral disclosure as confidential, and reduced to writing as “Confidential” within thirty (30) days of such oral disclosure; and (iii) if not marked as “Confidential,” information that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its disclosure. Confidential Information will not include information that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; ( ii) is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process.

Supplier will not access, use or disclose Confidential Information other than to carry out the purposes for which UC disclosed the Confidential Information to Supplier, except as permitted or required by applicable law, or as otherwise authorized in writing by UC prior to the disclosure. Supplier shall have the limited right to disclose UC’s Confidential Information to Supplier’s employees provided that: (i) Supplier shall disclose only such UC’s Confidential Information as is n ecessary for the Supplier to perform its obligations under this Agreement; (ii) such employees have been informed of the confidential nature of such information; and (iii) such employees have agreed in writing to be bound by confidentiality obligations at least as stringent as those set forth in this Agreement. Supplier shall be liable for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for its own benefit Confidential Information and any information derived therefrom. If Supplier is required by a court of competent jurisdiction or an administrative body to disclose Confidential Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure (unless Supplier is prohibited by law from doing so), to give UC an opportunity to oppose or otherwise respond to such disclosure. To the extent Supplier is still required to make such a disclosure, Supplier will give UC prompt written notice of such event and will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information. Supplier’s transmission, transportation or storage of Confidential Information outside the United States, or access of Confidential Information from outside the United States, is prohibited except with prior written authorization by UC. UC’s Appendix – Data Security, Appendix – HIPAA Business Associate, and/or Appendix – General Data Protection Regulation will control in the event that one or both appendices is incorporated into the Agreement and conflicts with the provisions of this Article.

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Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC’s favor without proof of actual damages.

ARTICLE 21 – UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information.

ARTICLE 22 – SUSTAINABLE PROCUREMENT GUIDELINES
Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and which generate benefits to the Universi ty as well as to society and the economy, while remaining within the carrying capacity of the environ ment), to the maximum possible extent consistent with the Agreement, and with the University of California Sustainable Practices Policy ( https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/ files/sustainableprocurementguidelines.pdf ).

In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requireme nts and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and require ments in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without da mage, penalty, cost or further obligation.

A. Sustainability Marketing Standards. Supplier sustainability related claims, where applicable, must meet University of California recognized certifications and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission’s (FTC) Green Guides.

B. Electronic Transfer of Supplier Information. Suppliers, when interacting with the University, shall be prohibited from providing hard copies of presentations, marketing material, or other informational materials. Suppliers will be required to present all information in electronic format that is easily transferable to University staff. Materials may be provided in hard copy or physical format if specifically required or requested by a UC representative.

C. Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, the University requires that all packaging meet at least one of the criteria listed below:
a. Uses bulk packaging;
b. Uses reusable packaging (e.g. totes reused by delivery service for next delivery); c. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;
d. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S.

Environmental Protection Agency Comprehensive Procurement Guidelines; e. Uses locally recyclable or certified compostable material.

D. Expanded Polystyrene (EPS) Ban. No EPS shall be used in foodservice facilities for takeaway containers. By 2020, the University will be prohibited from procuring Goods containing, or that are provided in packaging containing, Expanded Polystyrene (EPS) other than that utilized for laboratory supply or medical packaging and products where no functional alternatives exist.

E. E-Waste Recycling Requirements. All recyclers of University of California electronic equipment must be e-Steward certified by the Basel Action Network (BAN) or R2 Standard certified.

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Hosted and Punch -out Catalog Requirements . Suppliers enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized certifications, as defined by the UC Sustainable Procurement Guidelines, in both hosted and punchout catalog e-procurement environments.

ARTICLE 23 – PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that:

A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)):

1. Supplier offers health coverage to its full-time employees who are performing Services for UC;

2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and

3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full -time employees.

B. If Supplier is not an Applicable Large Employer (as defined above):

1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined un der Treasury Regulation Section 1 -5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or

2. Supplier’s full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage.

Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Respons ibility provision.

ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sect ions 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term “sub -supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub -supplier to provide a portion of the Services . The term sub - supplier will not include suppliers, manufacturer s, or distributors. Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub -supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage req uirements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC Location (defined as any location owned or leased by UC).

The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy o f the general prevailing per diem wage rates will be on file at each UC Location’s procurement office, and will be made available to any interested party upon request. Supplier will post at any job site:

A. Notice of the general prevailing per diem wage rates, and B. Any other notices required by DIR rule or regulation.

By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Suppl ier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub- suppliers in providing the Services. The Services are subj ect to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevaili ng rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under th e Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
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be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the w ork or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which t he worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742.

ARTICLE 25 – FAIR WAGE/FAIR WORK

If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, a nd that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion . Supplier agrees to post UC Fair Wage/Fair Work notices, in the form supplied by UC, in public areas (such as break rooms and lunch rooms) fre quented by Supplier employees who perform Services.

For Services that exceed $100,000 annually and are not subject to prevailing wage requirements, Supplier will, a) at Supplier’s expense, provide an annual independent verification performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent internal audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and procedures, concerning Supplier’s compliance with this provision, and b) ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recent verification period. Supplier agrees to provide UC with a UC Fair Wage/Fair Work verification annually, in a form acceptable to UC, no later than ninety days after each one-year anniversary of the agreement’s effective date, for the twelve months immediately preceding the anniversary date. All Supplier FW/FW compliance resources available here:
https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html.

ARTICLE 26 – MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC.

Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a compo nent part, or accessory which is: (i) recognized in the official National Formulary, or the United States Pharmacopoei a, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of dis ease, in man or other animals, or (iii) intended to affect the structure or any function of the body of man or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.

Supplier warrants that prior to UC’s purchase or lease of any Medical Device or Supplier’s use of any Medical Device in provi ding Goods and/or Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; (ii) perform a security scan by an anti-virus scanner, with up-to-date signatures, on any software embedded within any Goods and/or Services or Medical Device, as applicable, in order to verify that the software does not contain any known viruses or malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that all security testing performed by Supplier covers all issues noted in the “SANS WE TOP 25” and/or “OWASP Top 10” documentation.

Throughout Supplier’s performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security updates for any Medical Device provid ed to UC, and any other Medical Device used in the course of providing Services, as applicable. All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as otherwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.

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Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as fil es, scripts, messaging services and data will be removed from all such Goods and/or Services or Medical Device following installation, and that all hardware ports and drives not required for use or oper ation of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be configured so that only Supplier-approved applications will run on such Medical Devices.

Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate an d/or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device c ertification, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder.

Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or Services, meet and comply with all cyber -security guidance and similar standards promulgated by the FDA and any other applicable regulatory body.

If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufacturer Disclosure Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease such Medical Device or prior to Supplier’s use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 fo rm is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.

ARTICLE 27 – FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond the Party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).

ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s writte n consent. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.

ARTICLE 29 – NO THIRD-PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS

Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.

ARTICLE 31 – NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to the other Party’s representative at the address specified by such Party.

ARTICLE 32 – SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenf orceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable.

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ARTICLE 33 – WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non -enforcement of any other provision or of any subsequent breach of the same or similar provision.

ARTICLE 34 – AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise ame nd the Agreement, but only by a writing signed by both Parties’ authorized representatives.

ARTICLE 35 – GOVERNING LAW AND VENUE
California law will control the Agreement and any documen t to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county i n the State of California in which the UC Location is located or, where the procurement covers more than one UC Location, the exclusive venue is Alameda County, California.

ARTICLE 36 – SUPPLIER TERMS
Any additional terms that Supplier includes in an order form or similar document will be of no force and effect, unless UC expressly agrees in writing to such terms.

ARTICLE 37 – SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS; INDEMNITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC -FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT REQUIREMENTS; PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION; GOVERNING LAW AND VENUE, and, to the exte nt incorporated into the Agreement, the terms of the APPENDIX–DATA SECURITY, APPENDIX–BUSINESS ASSOCIATES, and/or APPENDIX – GENERAL DATA PROTECTION REGULATION.

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4. UC Obligations
Not Applicable

5. Place(s) of Performance
Supplier agrees to make available products and services to any UC location upon the terms, conditions, and pricing set forth in this agreement. Additionally, products and services will be made available nationally through OMNIA Partners member agencies.

6. Key Personnel
Supplier’s Account Manager is listed below , is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Tamlin Antoine
Phone 202.480.6461
Email [email protected]
Address 924 Milliken Road
Spartanburg, SC 29303

UC’S Project Manager, responsible for acceptance/rejection of project results/deliverables, is:

Name Reynaldo Cano-Boza
Phone 510.987.9893
Email [email protected]
Address 7835 Trade Street, Suite 100
San Diego, CA 92121

7. Reporting Requirements
Quarterly and Monthly Reports as described in Attachment C, including:

Quarterly – Recycling & Reclamation
Quarterly – Small Business Utilization
Monthly – Purchases

Supplier agrees to register and participate in an assessment of their sustainability practices and procedures through EcoVadis Corporate Social Responsibility (CSR) monitoring platform within 60 days of agreement signature.

Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s) to the Term at no additional cost to UC.

8. Service Level Agreement
During the Term of the Agreement, and any extension(s) of the Term, Supp lier will meet Service Levels defined under section 5 requirements as defined in University of California Request for Proposal “#001225- May2019 - University of California Systemwide Flooring”.

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The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its best efforts to achieve 100% of service levels. Should the service leve ls fall below the minimum standards and Supplier does not take corrective action within fourteen (14) days following UC written notification, UC reserves the right to terminate the Agreement immediately.

9. Program Requirements
Order Packaging and Labeling. Supplier agrees that each UC order will be individually wrapped and labeled with the following information:

Purchase Order number;
Product description, quantity and catalog number of the product ordered and an open 30-character field for internal identification e.g., UC storehouse catalog numbers and/or internal customer order numbers; and
Other information, as may be requested by ordering UC Location.

Packaging slips will be attached to the outside of the package such that it can be inspected by UC at the requesting department and/or receiving dock.

Receiving Locations. Supplier agrees to provide desktop and dock delivery to all UC current and future authorized personnel delivery points, as requested by UC.

Standard Delivery Requirements. Supplier will deliver Monday through Friday, excluding UC - and Supplier- observed holidays. Supplier provide UC with a schedule on or before September 1 of the following calendar year showing holidays and other planned shutdowns (such as the annual inventory) th at would impact Supplier’s ability to deliver the Goods and/or Services. Supplier agrees to deliver all UC orders received by 3:30pm Pacific Time the next business day as follows:

Campus direct (desktop delivery) - by 3:30 pm Pacific Time Storehouse (drop ship delivery) - by 10:00 am Pacific Time

Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause, within two (2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone, e-mail, or facsimile. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay.

Returns. Supplier agrees to accept standard Goods returned by UC if in resalable condition and if made within thirty (30) days of original shipment. Returns of standard goods may result in a 15% restocking fee, as well as any applicable shipping charges. Returns will not be allowed on custom or made to order styles.

Supplier agrees to pay freight on any returns resulting from an error in shipment including, but not limited to, incorrect style, quantity, location, etc.

Credit. Requests for credit can be transmitted by the ordering UC personnel via the established order management system (telephone, fax, paper return form, and web -based). Chargebacks and credit memos will be issued to UC ordering departments in the current month’s billing period. Return items will be credited at cost. If Goods were purchased via UC purchasing card, credit must be issued to the same purchasing card.

Out of Stock Items. If there is an out of stock situation of any ordered inventoried item(s), the out of stock item will be added to the back order file and will be deli vered to UC when the item is in stock without a further order being submitted.

Surveys. Supplier will, at UC’s request, conduct customer surveys of UC orders through questionnaires. The content of these surveys will be approved by UC. UC will be responsible for the tabulation of these surveys.

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10. Partnership Opportunities
Upon mutual terms, Supplier and UC Campuses may engage in partnership opportunities that align the teaching, research and service mission of the University with strategic supplier relationships. These opportunities allow the Supplier to more directly impact student, faculty, staff, and alumni stakeholders throughout the University. Opportunities may include, but are not limited to:
 Student Internship & Career Development Opportunities  Projects & Research focused on advancing sustainability of flooring products & services  Guest lecture opportunities for design, engineering, sustainability, and business disciplines  Sponsorship of Intercollegiate Athletics, Alumni, Associated Student Groups, etc.

11. Changes to the Services
UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to Supplier describing the changes in appropriate detail . If an Amendment does not require Supplier to incur any additional material costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier’s receipt of UC’s Amendment. If an Amendment does require that Supplier incur additional mater ial costs or expenses, then Supplier in good faith will provide UC with a written, high level, non-binding assessment of the costs and expenses and the time required to perform the modifications required by the Amendment, within ten (10) business days of S upplier’s receipt of UC’s Amendment. UC will notify Supplier in writing within ten (10) business days after receipt of Supplier’s response to the Amendment as to whether UC wishes Supplier to implement the Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms and conditions of the relevant Amendment and Supplier’s response to the Amendment, if any. Supplier’s implementation of a n Amendment will not delay the performance of Services and /or the delivery of deliverables not reasonably affected by an Amendment.

12. No Mandatory Use
Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.

This Statement of Work is signed below by the parties’ duly authorized representatives.

THE REGENTS OF THE Milliken Services, LLC

UNIVERSITY OF CALIFORNIA

________________________________ ____________________________________ (Signature) (Signature)

________________________________ ____________________________________ (Printed Name, Title) (Printed Name, Title)

________________________________ ____________________________________ (Date) (Date)

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 Director of Government SalesTamlin Antoine
4/20/2020
Executive Director
4/23/2020
Justin Sullivan
ATTACHMENT 1
50 Confidential Information
MSRP
Percent
Discount off
MSRP
Additional
Volume
Based
Discounts Disclosure of Chemicals of Concern
Does Product
have an EPD Third Party Certifications
Modular Carpet Products (Per Sq. Yd)
Arcadia 1m, 25cmx1m

25.10$
108.65$ 76.90 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Archipelago 50cm

29.09$
113.75$ 74.43 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Arctic Survey 25cm x 1m 38.76$
130.79$ 70.37 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

City Proper 50cm 33.59$
111.59$ 69.89 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Common Thread 50cm 23.62$

81.65$ 71.07 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Continental 25cm x 1m 32.77$
108.99$ 69.93 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Formwork 50cm, 25cm x 1m

26.98$

77.69$ 65.27 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Ghost Artist Collection 50 cm 35.89$

71.39$ 49.72 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Journal 50CM

26.32$

91.99$ 71.39 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Major Frequency: One
25cm x 1m 28.90$ 54.99 $ 47.44 No Flame Retardants Yes Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

UCOP Agreement #2020002150
Attachment B - University of California Price Schedule
Product Name/Category Product Size Member Cost
Freight Included
DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
51 Major Frequency: Two 25cm x 1m
50cm x 1m

23.09$ 40.99$ 43.66 No Flame Retardants Yes Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Monuments & Shrines 50cm 34.13$
101.15$ 66.25 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Motionscape 25cm x 1m 29.33$ 91.35 $ 67.90 No Flame Retardants Yes Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

New Slant
25cm x 1m 39.23$
128.85$ 69.56 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Nordic Stories - Loop & Tip Shear 50cm 28.43$ 83.99 $ 66.15 No Flame Retardants Yes Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Sound and Fury 50cm 32.96$

96.15$ 65.72 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Southern Analog 50cm 33.95$

76.79$ 55.79 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Surface Study-Surface Study 50cm 27.92$
107.29$ 73.98 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
52 Textured Sky 25cm x 1m
50cm x 50cm 41.64$
126.59$ 67.11 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Whale Song 50cm 32.14$
114.99$ 72.05 No Flame Retardants Yes
Cradle to Cradle Silver,
Declare, CRI Green Label Plus,
NSF 140 Gold. Milliken Carpet
Tile can meet NSF 140
Platinum if required.

Broadloom Carpets (Per Sq. Yd.)
Formwork 13'6"BL 19.17$ 28.89$ 33.66 No Flame Retardants Yes Declare, CRI Green Label Plus,
NSF 140 Gold
Adhesives, Backing Treatments, and UOM
TractionBack - Non Adhesive Backing Per Sq. Yd. 1.51$
Milliken Non-Reactive Standard Adhesive (4
gallon pail) - 150 sq. yd.avg. spread rate per
pail 4 Gallon 126.16$
Milliken Non-Reactive Standard Adhesive
(pallet qty.) 4 Gallon 119.72$
Milliken Moisture Extreme Spray Adhesive 75
sq. yd. spread rate per 6-pack 6 packs 797.63$
Milliken LVT Adhesive Spread Rate 220-260 sq.
ft./gallon 1 Gallon 38.12$
Milliken LVT Adhesive Spread Rate 220-260 sq.
ft./gallon 4 Gallon 129.03$
Acousti-Loc Adhesive Porous - 200 sqft /
gallon, Non Porous - 250 sqft / gallon 2 Gallon 139.59$ Premium Underlayment for Luxury Vinyl Tile 100 Sq. Ft. (4 Rolls/Box) 283.87$
Broadloom Adhesive - 4 gal pail
30 sq. yd. avg. spread rate per pail 4 Gallon 72.27$ Broadloom Adhesive (pallet Qty.) 4 Gallon 68.69$
LVT Products (Per Sq. Ft.)
Abstract - Fibre 18" x 36" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Abstract - Twist 18" x 18" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD District Collection - Midtown Village 18" x 18" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Stone - Charlotte, Slate 18" x 18" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Stone - Serpeggiante 12" x 24" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Stone - Stone 18" x 36" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Wood - Apple Wood, Oak, 5" x 48" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Wood - Cherry, Eucalyptus Saligna, Fine Line,
Kokutan, Laurel Oak, Rosecliff Cherry,
Rosewood, Rustic Pine, Teak
7" x 48"

3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Wood - Aged Oak, Fissure Oak 9" x 48" 3.33$ 3.59 $ 7.24 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Loose Lay Abstract - Immersive Cross Cut,
Immersive Vertical 7.9" x 39.4" 4.50$ 4.69 $ 4.05 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Loose Lay Abstract - Immersive Square,
Tactual 19.7" x 19.7" 4.50$ 4.69 $ 4.05 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Loose Lay Abstract - Sensations. Tangible 18" x 36" 4.50$ 4.69 $ 4.05 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Loose Lay Abstract - Power Grid, Polished
Concrete 36" x 36" 4.50$ 4.69 $ 4.05 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD Loose Lay Natural Collection - Fargesia
Bamboo, Heritage Wood, Eero, Shenandoah,
Pike, Gunnison
9" x 59.72"

4.50$ 4.69 $ 4.05 No Polyvinyl Chloride Yes Dec are, FloorScore, EPD DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
53 Metro Park Rigid Form - Shenandoah, Pike,
Kokutan, Euclaytus Saligna, Applewood
Heritage Wood
7" x 48"

4.06$ 5.00$ 18.83 No Polyvinyl Chloride Yes Declare, FloorScore Metro Park Rigid Form - Tangible 18" x 36 4.06$ 5.00$ 18.83 No Polyvinyl Chloride Yes Declare, FloorScore Yes
Change Agent Relic - Rune, Philosphy, Virtue,
Shrine, Antiquity, Heirloom, Artifact, Fortune,
Hero, Elixir, Figure, Quest
25cm x 100cm

4.74$ 4.79$ 1.07 No Polyvinyl Chloride Yes Declare, FloorScore Change Agent Conjure - Arise, Spirit, Ember,
Nexus, Ash, Cycle, Coal 25cm x 150cm 4.74$ 4.79$ 1.07 No Polyvinyl Chloride Yes Declare, FloorScore Change Agent Rootwork - Enchant, Harvest,
Sacred, Divine, Crest, Honor, Revere, Heir,
Legend
25cm x 150cm

4.74$ 4.79$ 1.07 No Polyvinyl Chloride Yes Declare, FloorScore Max Order from Inventory - 200m
2, 240yd2,
2160ft2
Installation Prices ("NOT TO EXCEED" costs)
**Actual Installation costs will require site review and estimate** Cove base: furnish and install 4" LNF 2.75 $
Cove base: Furnish and install 4.5" LNF 2.90 $
Cove base: furnish and install 6" LNF 3.00$
Transition strips: Metal (furnish&install) LNF 4.00 $
Transition strips: Vinyl (furnish&install) LNF 4.00 $
Stair nosing (furnish and install) LNF 5.00 $
Stair tread (furnish and install) LNF 40.00 $
Floor Prep Per Sq. Ft. 1.00 $
Furnish and Install Standard VCT Per Sq. Ft. 2.75 $
Furnish and Install SRT/VCT Slip Resistant Per Sq. Ft. 7.00 $ Install LVT Per Sq. Ft. 2.75 $
Underlayment Install - NTE Level Per Sq. Ft. 2.25 $
Remove VCT or LVT Per Sq. Ft. 1.75$
*Furnish and Install Hard Surface
Tile/Wood/Rubber Tile Per Sq. Ft. 20.00$
Labor:  Material Handling/Staging Per Sq. Yd. $2.00
Labor:  Hard Surface Tile Removal Per Sq. Ft. 5.00$
**Scarify Subfloor Per Sq. Ft. 1.10$
**Note this services requires a $500 minimum trip charge Install Carpet cove base LNF 4.00$
Labor: install carpet (rennovation) Per Sq. Yd. 9.00$
Labor: install carpet (new construction) Per Sq. Yd. 8.50$ Labor: remove existing carpet Per Sq. Yd. 3.50$
Labor: move furniture (light moving) Per Sq. Yd. 5.00$
Labor: move furniture (medium moving) Per Sq. Yd. 9.00$ Labor: move furniture (heavy moving) Per Sq. Yd. 27.00$ Labor nights & weekends upcharge Per Sq. Yd. 5.00$
Material disposal Per Sq. Yd. 1.25$
Labor: Stairs LNF 3.00$
30 Yard Dumpster Each 1,000.00$
Moisture Abatement quote per project
Moisture Testing:  Per Test NTE (Includes
tests and labor/time to set and read)
Each 250.00$
Project Management Fee on Turnkey projects up to 20% of contract value *Note this price includes setting materials, grout and base but does not include epoxy, mud bed or waterproofing
DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
54 Authorized Exceptions and Notes to Pricing Listed Above:
>Per F.A.R. Sec ion 52.299-4 c, the vendor will charge for reimbursement of taxes imposed on the contractor >All Installa ion projects are subject to an administrative processing fee Payment and Performance Bonds, Floor and Equipment protection and Long Term Storage of Materials.

All Prices include freight (FOB Destination, contiguous U S ) Orders should be entered as inclusive of Freight > Mobilization charges may apply if installation crew arrives on project site and cannot perform scheduled work due to unexpected conditions by customer. >When Installation is purchased, the contract price will be increased in States where State and, or Local taxes are applicable for installed projects
>Prevailing Wage, Union Labor, and High-Cost Areas are not included in pricing listed above. Pricing for hese projects will be project and quote specific according to the specific market.

High-Cost areas include, but are not limited to the following: Boston, Chicago, Kansas City, Los Angeles, Miami, New York, Philadelphia, San Diego, San Francisco, St. Louis, Washington, D.C. >Open Market Items: Certain projects may require products and services not listed in the contract.

These items will be priced and provided at open market price. >Project Minimums: Carpet Installation Pricing is for projects of 250sy or more. If project requires less than 250sy, minimum charges may apply.
>Project Minimums: LVT/VCT Installation Pricing is for projects 750sf or more. If project requires less than 750sf, minimum charges may apply.
>Turnkey Invoicing: Material will be invoiced as it is shipped (or phased) and labor will be invoiced upon completion of project.
>Exclusions: Asbestos Testing and Abatement, Major floor prep and Leveling, Hoisting, Handling electronic equipment including (but not limited to) computers, telephones and personal belongings.

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
55 SUPPLIER   Milliken Services
Labor Description UOM Standard Rates Prevailing Wage Standard Rates Prevailing Wage Standard Rates Prevailing Wage Standard Rates Prevailing Wage Standard Rates Prevailing Wage Standard Rates Prevailing Wage Installation Carpet Tile SqYD $                       9.00   $                     14.50   $                       9.00   $                     14.50   $                       9.00   $                     11.00   $                       9.00   $                     14.50   $                       9.00   $                     13.25   $                       9.00   $                     12.00 Removal of Carpet Tile SqYD $                       3.50   $                       5.00   $                       3.50   $                       5.00   $                       3.50   $                       5.25   $                       3.50   $                       5.00   $                       3.50   $                       4.75   $                       3.50   $                       4.00 Installation Broadloom (direct glue down) SqYD
$                       9.00   $                     18.50   $                       9.00   $                     18.50   $                       9.00   $                     10.50   $                       9.00   $                     18.50   $                       9.00   $                     13.25   $                       9.00   $                     11.50 Installation Broadloom (w/Pattern) SqYD $                       9.00   $                     22.50   $                       9.00   $                     22.50   $                       9.00   $                     10.50   $                       9.00   $                     22.50   $                       9.00   $                     13.25   $                       9.00   $                     11.50 Removal of Broadloom (direct glue down) SqYD
$                       3.50   $                       5.50   $                       3.50   $                       5.50   $                       3.50   $                       5.50   $                       3.50   $                       5.50   $                       3.50   $                       4.75   $                       3.50   $                       4.50 Removal of Double Stick Installation SqYD $                       7.00   $                       8.50   $                       7.00   $                       8.50   $                       7.00   $                       7.50   $                       7.00   $                       8.50   $                       7.00   $                       8.00   $                       7.00   $                       7.50 Removal/Disposal Resilient Flooring SqFt
$                       2.00   $                       4.00   $                       2.00   $                       4.00   $                       2.00   $                       2.50   $                       2.00   $                       4.00   $                       2.00   $                       3.00   $                       2.00   $                       2.50 Carpet Disposal SqYD $                       1.25   $                       1.75   $                       1.25   $                       1.75   $                       1.25   $                       1.50   $                       1.25   $                       1.75   $                       1.25   $                       1.50   $                       1.25   $                       1.50 Carpet Reclamation Fee SqYD
$                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00   $                       2.00 Installation of VCT SqFt $                       2.75   $                       4.00   $                       2.75   $                       4.00   $                       2.75   $                       3.00   $                       2.75   $                       4.00   $                       2.75   $                       3.50   $                       2.75   $                       3.00 Installation of Luxury Vinyl Tile SqFt
$                       2.75   $                       5.00   $                       2.75   $                       5.00   $                       2.75   $                       3.50   $                       2.75   $                       5.00   $                       2.75   $                       4.50   $                       2.75   $                       3.50 Installation of Rubber (Tile or Roll)
Installation of Sheet Vinyl
Heat Welding (Sheet Vinyl)
Installation Flash Cove (Sheet Vinyl)
Palletize/Shrink Wrap Old Carpet for Reclamation SqYD
$                       1.50   $                       2.00   $                       1.50   $                       2.00   $                       1.50   $                       2.00   $                       1.50   $                       2.00   $                       1.50   $                       2.00   $                       1.50   $                       2.00 Conventional Furniture Moving (Light) SqYD $                       5.00   $                     15.00   $                       5.00   $                     15.00   $                       5.00   $                       9.00   $                       5.00   $                     15.00   $                       5.00   $                     12.50   $                       5.00   $                     10.00 Conventional Furniture Moving Medium) SqYD $                       9.00   $                     17.00   $                       9.00   $                     17.00   $                       9.00   $                     11.00   $                       9.00   $                     17.00   $                       9.00   $                     15.00   $                       9.00   $                     12.00 L I F T Systems / Carpet Tile Projects Only SqYD
$                     20.00   $                     27.00   $                     20.00   $                     27.00   $                     20.00   $                     21.00   $                     20.00   $                     27.00   $                     20.00   $                     25.00   $                     20.00   $                     22.50 Moisture Testing EACH $                   250.00   $                   300.00   $                   250.00   $                   300.00   $                   250.00   $                   300.00   $                   250.00   $                   300.00   $                   250.00   $                   300.00   $                   250.00   $                   300.00 Furnish/Install Resilient 4" Base Linear
FT $                       2.75   $                       4.00   $                       2.75   $                       4.00   $                       2.75   $                       3.00   $                       2.75   $                       4.00   $                       2.75   $                       3.75   $                       2.75   $                       3.25 Furnish/Install Resilient 6" Base Linear FT $                       3.00   $                       5.50   $                       3.00   $                       5.50   $                       3.00   $                       3.50   $                       3.00   $                       5.50   $                       3.00   $                       5.00   $                       3.00   $                       4.00 Furnish/Install Carpeted 4" Base
Furnish/Install Carpeted 6" Base
Furnish/Install Transition Linear
FT $                       4.00   $                       6.50   $                       4.00   $                       6.50   $                       4.00   $                       4.50   $                       4.00   $                       6.50   $                       4.00   $                       6.00   $                       4.00   $                       5.00 Tile Laying & Installation SqFt
$                     20.00   $                     25.00   $                     20.00   $                     25.00   $                     20.00   $                     25.00   $                     20.00   $                     25.00   $                     20.00   $                     25.00   $                     20.00   $                     25.00 Floor Prep ‐ Skim Coating to 1/8 inch (Material & Labor) SqFt $                       1.00   $                       3.50   $                       1.00   $                       3.50   $                       1.00   $                       2.50   $                       1.00   $                       3.50   $                       1.00   $                       3.25   $                       1.00   $                       3.00 Floor Prep Self leveling to 1/4 inch (Material & Labor) SqFt $                       2.00   $                       5.50   $                       2.00   $                       5.50   $                       2.00   $                       4.00   $                       2.00   $                       5.50   $                       2.00   $                       3.75   $                       2.00   $                       5.50 Hourly Rate for Services Not Listed Hourly
Labor Rate $                     95.00   $                   145.00   $                     95.00   $                   145.00   $                     95.00   $                   125.00   $                     95.00   $                   145.00   $                     95.00   $                   120.00   $                     95.00   $                   105.00 Project Management Fees EACH 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% Installation ADD ON ‐ Night/Weekend SqYD 5.00$                        6.50$                        5.00$                        6.50$                        5.00$                        3.50$                        5.00$                        6.50$                        5.00$                         $                       6.00 5.00$                        $                       5.50 Installation ADD ON ‐ Sunday SqYD $                     10.00   $                     13.00   $                     10.00   $                     13.00   $                     10.00   $                       7.00   $                     10.00   $                     13.00   $                     10.00   $                     12.00   $                     10.00   $                     11.00 San Diego ‐ UCSDNorCal (Area 1 ‐ UCB,UCSF) NorCal (Area 2 ‐ UCSC) NorCal (Area 3 ‐ UCD) NorCal (Area 4 ‐ UCM) SoCal (Area 1 ‐ UCLA, UCI, UCR, UCSB) DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
56 SUPPLIER: Milliken Services
New York Region 1:

Bronx, Queens, Kings,
Richmond, Nassau,
Suffolk, Putnam,
Westchester & Orange
Counties
New York Region 2:

Erie, Niagara, St.

Lawrence, Franklin,
Essex, Jefferson, Lewis,
& Hamilton Counties
New York Region 3:

Remainder of State of
New York
Labor Description Labor Rate Labor Rate Labor Rate Non Union Rate Union Wage Rate Non Union Rate Union Wage Rate Non Union Rate Union Wage Rate Non Union Rate Union Wage Rate Non Union Rate Union Wage Rate Non Union Rate Union Wage Rate Monday ‐ Friday Standard 8 Hour Shift $ 175.00 $ 165.00 $ 150.00 $ 115.00 $ 150.00 $ 60.00 $ 80.00 $ 65.00 $ 85.00 $ 95.00 $ 125.00 $ 110.00 $ 145.00 $ 135.00 $ 175.00 Monday ‐ Friday Overtime $ 262.50 $ 247.50 $ 225.00 $ 172.50 $ 225.00 $ 90.00 $ 120.00 $ 97.50 $ 127.50 $ 142.50 $ 187.50 $ 165.00 $ 217.50 $ 202.50 $ 262.50 Saturday $ 262.50 $ 247.50 $ 225.00 $ 172.50 $ 225.00 $ 90.00 $ 120.00 $ 97.50 $ 127.50 $ 142.50 $ 187.50 $ 165.00 $ 217.50 $ 202.50 $ 262.50 Sunday & Holiday $ 350.00 $ 330.00 $ 300.00 $ 230.00 $ 300.00 $ 120.00 $ 160.00 $ 130.00 $ 170.00 $ 190.00 $ 250.00 $ 220.00 $ 290.00 $ 270.00 $ 350.00 Non‐Continental:

AK & HI
West
CA, CO, HI, AK, NV, NM, OR, WA, WY,
MT, ID, SD, ND, UT
South:

AR, AZ, TX, LA, MS
Southeast Region:

AL, FL, GA, KY, NC, SC,
Northeast Region:

MA, ME, VT, NH, CT, RI, PA, VA, DC, RI,
MD, DE, NJ
Central:

KS, OH, MI, MN, WI, MO, OK, MS, NE,
IA, PA, IL, IN
DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
57 ATTACHMENT 1
58 ATTACHMENT 1
59 UCOP Agreement #2020002150 – Milliken Services, LLC Page 1 of 6

This Electronic Commerce Appendix specifies the electronic commerce requirements applicable to Supplier in providing the Goods and/or Services.

SECTION 1 - GENERAL TERMS

Each UC Location offers an electronic web-based purchasing and catalog system to facilitate the purchase of Goods and/or Services from UC suppliers. UC Locations’ eProcurement systems currently are provided by multiple service providers. Eight of the ten UC campuses utilize the same platform but may require separate implementations, as will the remaining campuses and/or Medical Centers. This Appendix sets forth the terms and conditions that will govern Supplier’s sale of Goods and/or Services through UC’s eProcurement systems.

SECTION 2 - DEFINITIONS

Catalog(s) refers to the list of detailed product information, agreement pricing, manufacturer part numbers and/or service descriptions relating to the Goods and/or Services to be offered either as a Punch-out Catalog, a Hosted Catalog or in a combination. This may include the creation of multiple Hosted Catalogs.

eProcurement and eCommerce are used interchangeably to mean UC’s electronic web -based purchasing and catalog systems. Each UC location has a branded eProcurement site.

Go Live Date means the date on which a Catalog will be active.

Hosted Catalog means a Catalog that is a properly formatted computer file supplied to all UC Locations through the Locations’ respective eProcurement systems.

Order means a purchase order for Goods and/or Services placed by a User through an eProcurement system.

Order Data means all data and information relating to Orders, including, without limitation, the specifics of a given transaction.

Punch-out Catalog means a Catalog hosted by Supplier on Supplier’s Site. Users may access this Punch-out Catalog via an Internet link provided by Supplier to UC that redirects a User from the Location’s eProcurement system to Supplier Site.

Supplier Mark means Supplier’s name, trade name and/or trademarks, service mark, or any derivation thereof.

Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this Appendix.

UC Mark means UC’s name, trade name and/or trademarks, service marks, or any derivation thereof.

User means an individual authorized by a UC location to use an eProcurement system.

SECTION 3 – RIGHT TO USE

UC grants to Supplier the right to sell Goods and/or Services to UC through the eProcurement systems, subject to the terms of this agreement. Supplier will be responsible for any cost of operation or dispute with regard to its interface with UC’s eProcurement systems.

Appendix- Electronic Commerce
DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
60 UCOP Agreement #2020002150 – Milliken Services, LLC Page 2 of 6

SECTION 4 – e-PROCUREMENT SYSTEM RESPONSIBILITIES; MAINTENANCE OF CATALOG(S); LICENSE

(a) e-Procurement Incentive
During the Term of the Agreement, and any extension(s) to the Term, Supplier agrees to provide UC Campuses annual incentive of 2% of net sales of products and services for e-Procurement activation. Incentive will be available to campuses that implement and activate Supplier’s catalogue, whether hosted or punch-out.

(b) e-Procurement System Responsibilities.

Except as otherwise set forth herein, each party will be responsible, at its own expense, for: (i) developing, operating and maintaining its relevant system(s); (ii) acquiring and maintaining its server hardware and software (or obtaining third-party hosting services) for its relevant system(s); and (iii) maintaining Internet connectivity.

The supplier will enable its catalog with any UC location that requests one, as long as it is not out of the scope of the terms of the agreement or this appendix. The parties agree to electronically link the functionality of their respective systems, using commercially reasonable efforts.

Purchase Order and Invoice/Credit Memo Data will be transmitted between the systems according to the appropriate method for each University location, cXML, xCBL or EDI standards being preferred. Other methods of PO or Invoice/Credit Memo transmission will only be allowed at the discretion of each University location.

A supplier’s Punch-out site (if applicable) will permit: (a) Users to access the Supplier Site when a User selects the Punch-out Catalog; (b) Supplier site to send back user selected items to Location’s eProcurement system; (c) User to create an Order through the Location’s eProcurement system; and (d) UC eProcurement systems to forward an Order to Supplier for confirmation and Order processing along with Order status inquiry.

Supplier must be able to accommodate orders and invoices for multiple UC locations sharing a single eProcurement platform. Supplier must be able to identify the Punch-out session and transmitted PO as being from the individual locations. If providing a Punch-out catalog, Supplier must be able to accommodate multiple UC locations on a single platform using a single Punch-out site, unless requested otherwise by UC.

Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC’s eProcurement systems. These Catalog files will be in compliance with each UC Location’s eProcurement system.

UC makes no guarantee of a Go Live Schedule for establishment of a new catalog Systemwide , as each Location is a separate enablement and subject to resource availability. Timelines will be estimated and adjusted by UC as needed for concurrent implementations.

For Hosted Catalogs, Supplier must provide UC with updated versions of the Catalog file with, at a minimum, full descriptions and images that Supplier currently utilizes for items offered in its proprietary websites and P unch-out Catalogs. The parties will update each other regarding eCommerce specifications as needed from time to time.

Supplier must notify UC’s Contract Administrator at least three (3) weeks in advance of the proposed Go Live Date if it will be requesting additions, deletions, or modifications to the Catalogs. After such advance notification, Supplier must provide UC with Catalog files containing the requested additions, deletions, or modifications with no less than the lead time specified in Section 10 of this appendix. In addition, for price file updates with a mutually agreed upon activation of January 1, Supplier must submit proposed files at least five (5) weeks prior to the first working day in January. Upon UC’s approval of the new Catalog file, UC and Supplier will confirm the Go Live Date; the updated version of the Catalog file will be made effective on that Go Live date. If UC rejects a Catalog more than once because it does not meet UC’s acceptance criteria, the Contract Administrator will suspend Supplier’s price/content change until the date of Supplier’s next acceptable contracted change.

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61 UCOP Agreement #2020002150 – Milliken Services, LLC Page 3 of 6

If there is a conflict between a price in a Hosted Catalog and a Punch-out Catalog, UC will be invoiced at the lower price. Supplier must notify UC in advance when substituting items, changing SKU numbers or changing the number of items in a package in any Catalog.

Content in Supplier catalog is limited to the categories specified in this agreement, with additional categories allowed at UC’s discretion. Supplier agrees that UC may block Catalog items at the category and/or SKU level.

The University will require Supplier to clearly identify products as Hazardous Materials, Radioactive, and Controlled Substances in the Supplier’s catalog, whether Hosted or Punch-out. For Punch-out the identifier will be returned to the cart of the Location’s eProcurement system, in a manner/field acceptable to the Location.

The University will require Supplier to clearly identify products with UC-recognized sustainability/green certifications in both hosted and Punch-out catalogs. UC’s Contract Administrator will work with Supplier to ensure that contract items that meet the UC criteria for Green /Sustainable products will be prioritized in all product searches. Products that do not meet UC’s minimum criteria requirements may be blocked in all hosted catalogs and Punch-out catalogs at UC’s discretion.

Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the Agreement. If UC determines there are errors in the pricing or data attributes of a Catalog, UC will notify Supplier of those errors in writing and reject the Catalog. Supplier will have no more than ten (10) business days to review and correct the errors.

(d) License.

Supplier hereby grants to UC, at no additional cost, a limited, non-exclusive, royalty-free right to link to and access the Supplier Site from the eProcurement sites, subject to the terms and conditions herein and solely for the purpose of permitting Users to access the Services. All Supplier Marks will remain the sole property of Supplier.

(e) Accessibility Requirements.

Supplier agrees that Supplier will make available Goods/Services accessible to people with disabilities and conform to the technical requirements of the relevant Revised Standards of Section 508 of the federal Rehabilitation Act. In addition, Supplier warrants that:

i. Any catalog content provided to UC will comply with the accessibility requirements of WCAG 2.0AA. ii. Supplier will promptly respond to and resolve any complaint regarding accessibility of any catalog content provided to UC.

SECTION 5 – USER SUPPORT

(a) UC Duties. Each UC Location will provide its Users with initial contact and system support assistance on all functionality and use issues for eProcurement (including links to the Supplier Site). When known, UC will promptly notify Supplier of any such issues relating to the Catalog, the Supplier Site, and/or other Supplier materials/systems.

(b) Supplier Duties. Supplier will provide all customer support relating to the Catalog, Supplier Goods and/or Services, Invoicing/Payment/Credits, and Supplier Sites in a manner consistent with the customer support that Supplier provides to other customers, and at least as good as the customer support that Supplier provides to customers who are purchasing through any other means.

SECTION 6 – PROPRIETARY RIGHTS

UC’s Terms and Conditions of Purchase contains provisions regarding the parties’ rights and responsibilities with respect to intellectual property relating to the Goods and Services . Without altering those provisions, the parties DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
62 UCOP Agreement #2020002150 – Milliken Services, LLC Page 4 of 6

additionally agree as follows: UC may require Supplier to “brand” Supplier’s Punch-out Catalog with one or more UC Marks. If UC requires Supplier to utilize one or more UC Marks on Supplier’s Punch-out Catalog, UC will provide the appropriate artwork and such artwork will be deemed to have been provided with a limited, non-exclusive, non-sub- licensable right for Supplier to use it solely for the purpose of a UC -branded Punch-out Catalog hosted by Supplier and subject to the following terms:

(i) Supplier may not make any additional use of the UC Marks without UC’s prior written approval.

Supplier’s use of the UC Marks in the Punch-out Catalog must acknowledge UC's ownership of the UC Marks. Supplier will include all notices and legends with respect to UC trad emarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by UC . Supplier agrees not to claim any title to UC Marks or any right to use UC Marks except as permitted by this Appendix. Upon termination of this Appendix or the Agreement , all rights to UC Marks conveyed by UC to Supplier will cease and Supplier will destroy or return to UC all media with UC Marks . UC specifically reserves any and all right s to UC Marks not specifically granted to Supplier.

Supplier grants to UC the right to use Supplier's trademarks, logos, trade names, and service marks for the purpose of promoting UC eProcurement sites to the UC community. UC acknowledges Supplier's right, title, and interest in and to Supplier’s Marks and Supplier’s exclusive right to use and license the use of Supplier Marks and agrees not to claim any title to Supplier Marks or any right to use Supplier Marks except as p ermitted by this Appendix. UC will include all notices and legends with respect to Supplier trademarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by Supplier. Upon termination of this Appendix, all rights to Supplier Marks conveyed by Supplier to UC will cease and UC will destroy or return to Supplier all media with Supplier Marks . Supplier specifically reserves any and all right to Supplier Marks not specifically granted to UC.

(ii) The licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to the ongoing approval of the party owning the respective trademarks, logos, trade names, or copyrights.

Such ongoing approval includes the ability to terminate – at any time, for any reason, and in the sole discretion of the owner of the respective trademarks, logos, trade names, or copyrights – the trademark licenses provided in the preceding paragraphs for any particular trademark, logo, trade name, or copyrighted work without necessarily terminating this Appendix. Each party agrees not to take any action that will adversely reflect upon or damage the goodwill, reputation, or the brand value of the other party. Each party further agrees not to take any action that is inco nsistent with the other party’s ow nership of the respective trademarks, trade names, or copyrights . At all times (including following termination of the Agreement), Supplier agrees to comply with Section 92000 of California’s Education Code.

(a) Grant of License. Supplier hereby grants UC a non-exclusive, royalty-free: (i) license to use, copy , transmit, and display the Catalog, any information contained therein and the Supplier Marks for the purposes of permitting Customers to access information about and order Supplier Goods and/or Services from a Catalog and (ii) if Supplier is using a Punch-out Catalog, right to link to and access the Punch-out Catalog on the Supplier Site, for the purposes of permitting Customers to access the Supplier Website and perm itting Customers to order Supplier Goods and/or Services.

(b) Modifications. UC will not modify or remove any of the proprietary rights markings in the Catalog. UC will not modify the content of the Catalog, except as indicated by Supplier, but may require Supplier to make and submit modifications if required as part of this agreement . However, for hosted catalogs, UC reserves the right to attach flags to catalog items as an aid to shoppers in selecting preferred items, such as green or recycled. UC will not make any representations or warranties, or provide any information, to any third party regarding any Supplier Goods and/or Services (including, but not limited to, any representations or warranties of any information regarding availability, delivery, pricing, characteristics, qualifications or specifications thereof). If UC believes in good faith that any Supplier information does not conform to the requirements of the associated UC Agreement or this Appendix, DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
63 UCOP Agreement #2020002150 – Milliken Services, LLC Page 5 of 6

UC will be entitled to withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the Supplier of the actions it has taken and will work with the Supplier promptly to resolve UC’s concerns. When UC’s concerns are satisfactorily resolved UC will promptly restore the Catalog, if appropriate. UC will have no liability to the Supplier or anyone else for exercising these rights.

(c) Acknowledgment. Each party acknowledges that the technology embodied in the other party’s Site may be based on patented or patentable in ventions, trade secrets, copyrights or other intellectual property or proprietary rights (“Intellectual Property Rights”) owned by the other party and its applicable licensors.

(d) UC Rights. As between the parties, UC will be the sole owner of – or, with respect to any items licensed by UC, will retain all rights to all Intellectual Pro perty Rights associated with UC eProcurement sites, including any modifications, updates, enhancements or upgrades to any of the foregoing, as well as any Order Data generated or collected on such site (collectively, the “UC Materials”). Except as provided herein, Supplier may not copy or use in any way, in whole or in part, any UC Materials without UC’s prior written approval. Any permitted copies of such property, in whole or in part, alone or as part of a derivative work, will remain UC’s sole property. Supplier agrees to reproduce and include UC’s copyright, trademark and other proprietary rights notices on any permitted copies of UC Materials including, without limitation, partial copies and copied materials in derivative works. Supplier will not copy or reproduce any third -party copyrighted or tradema rked materials, which appear on or are otherwise associated with any UC eProcurement site without UC’s prior written consent.

SECTION 7 – MULTIPLE SUPPLIERS

Supplier acknowledges that all UC eProcurement sites are intended to facilitate Users’ ability to obtain Goods and/or Services from more than one supplier. Nothing in this Appendix will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.

SECTION 8 – WARRANTY DISCLAIMER

UC does not warrant that access to UC eProcurement sites will be uninterrupted or that the results obtained by use of UC eProcurement sites will be error-free.

SECTION 9 – DISPUTES AND CHANGES IN THE SERVICES

(a) UC and Supplier agree to negotiate in good faith to resolve problems, questions and disputes.

(b) Where improvements and clarifications can be made in the business processes related to eProcurement, both parties agree to incorporate such changes as long as they are mutually agreed upon.

SECTION 10 – ADDITIONAL CONTRACTUAL TERMS

In addition to the provisions of Section 4, Section 10 provisions will govern the Catalogs. If the provisions of Sections 4 and 10 conflict, Section 10 will govern.

Type(s) of Catalog(s): At UC’s campus discretion, Supplier is allowed to implement a Hosted or Punch-out catalog in the UC eProcurement systems. Supplier will be required to comply with UC Location e -commerce requirements on a location by location basis, which includes the decision to move forward with Punch -out or Hosted. Any deviation from the type(s) specified herein must first be agreed upon by UC’s Contract Administrator.

Annual Number of Catalogs: Supplier is allowed to submit no more than 1 catalogs per calendar year, with changes as follows:
 Content Additions, Deletions and Other Non-pricing Edits: Bi-annually DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
64 UCOP Agreement #2020002150 – Milliken Services, LLC Page 6 of 6

 Price Changes: Annually

o Allowable level of price change ($/%) will be in accordance with the terms of this agreement. o If a price file includes both content and pricing changes, it will count toward the pricing allocation.

Lead time: Supplier must load the Catalog price file into the e-Procurement system 10 working days prior to the planned go-live date. (Exception – for January 1 updates to enabled catalogs, Supplier must submit the price file no later than 5 weeks prior, as specified in section 4.)

 Number of catalog/price file versions to be supported for this agreement: 1  Categories allowed within Catalog: all products meeting University of California specifications  Categories blocked within Catalog: all products that fall below University of California specifications

DocuSign Envelope ID: 00D557F5-8C93-4D50-98E5-20C6B1CE3305 ATTACHMENT 1
65 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH

MILLIKEN SERVICES, LLC FOR CARPET REPLACEMENT AT THE CIVIC CENTER LIBRARY IN AN AMOUNT NOT-TO-EXCEED $430,163
The carpet throughout the Civic Center Library is at the end of its useful life. As a result, the City of Livermore (“City”) requires services and supplies to replace the carpet at the Civic Center Library.

Livermore Municipal Code section 2.68.370 permits the formal bidding procedure for supplies, equipment, and general services to be dispensed with when purchased through a cooperative purchasing arrangement. Livermore Municipal Code section 2.68.390 permits the City to participate in cooperative purchasing programs if the underlying purchase was made using a quotation or bid procedure at least as restrictive as the City’s.

Milliken Services, LLC holds a competitively bid cooperative purchasing agreement for flooring products and services, with products and services made available to member agencies of OMNIA Partners. The City is a member of OMNIA Partners, and the underlying purchase at issue was made using a quotation or bid procedure at least as restrictive as the City’s.

The proposed agreement with Milliken Services, LLC provides for removal, disposal, and replacement of flooring at the Civic Center Library in an amount not-to-exceed $430,163. The term of the proposed agreement will commence on December 1, 2023, and terminate on June 30, 2024.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager, or her designee, to execute an agreement with Milliken Services, LLC, attached hereto as Exhibit A, for carpet replacement at the Civic Center Library in an amount not-to-exceed $430,163.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on November 27, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole
Marie Weber Molly O’Toole
Deputy City Manager/City Clerk Deputy City Attorney
Exhibit A – Agreement with Milliken Services, LLC
66 Agreement for Services Page 1
Rev. 09/19/23

AGREEMENT FOR SERVICES
T
HIS AGREEMENT is made and entered into this day of , 2023, by and between the City of Livermore (“City”), a municipal corporation, and Milliken Services, LLC (“Contractor”), a South Carolina limited liability company.

RE
CITALS
C
ity requires services to remove, dispose of , and replace flooring at the Civic Center Library building.

C
ontractor warrants it possesses the distinct skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Contractor acknowledges City has relied upon these warranties to retain Contractor.

REEMENT
NO
W, THEREFORE, City and Contractor hereby agree that the aforementioned recitals are true and correct and further agree as follows:

1. Retention as Contractor. City hereby retains Contractor, and Contractor hereby accepts such engagement, to perform the services described in Section 3 below subject to the terms and conditions in this Agreement.

2. Relationsh ip of Parties – Independent Contractors . The relationship of the parties shall be that of independent contractors. Contractor and its employees are not City office rs or employees. Contractor is responsible for the supervision and management of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the services contemplated by this Agreement.

3. Description of Services . Contractor shall provide services to remove, dispose of, and replace flooring at the Civic Center Library building as more particularly set forth in Exhibit "A" (collectively “the Services”).

4. Contractor’s Responsibilities. Contractor shall:
(
a) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;
(b) P
rovide the resources necessary to complete the Services in a timely manner;
(
c) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
(d
) Obtain and keep in effect all necessary licenses , permits, qualifications, insurance, and approvals legally and professionally required for Contractor to practice its profession and to provide the Services;
DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
67 Agreement for Services Page 2
Rev. 09/19/23

(e) Comply with all laws in effect that are related to Contractor and the Services;

(f) Coordinate the Services with Jason Calkins, Public Works Supervisor - Facilities (“Project Manager”), or such other person designated as the Project Manager by City;

(g) Be available to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services;

(h) Only invoice City for the Services rendered. Contractor’s invoice shall be in writing and describe the Services performed for the payment requested. Contractor shall not submit an invoice to City more frequently than once a calendar month;

(i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Contractor and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

Contractor shall make the i nvoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Contractor shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants them, Contractor and City shall coordinate their delivery to City in the most efficient manner possible;

(j) Prepare and submit a written report to the Project Manager, within 3 business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;

(k) Contractor shall correct, at its own expense, all errors in the S ervices.

Should Contractor fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor;

(l) If applicable, Contractor shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages, including those requirements outlined in Exhibit D attached hereto.

If applicable, Contractor shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law, including those requirements outlined in Exhibit D attached hereto. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and,

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
68 Agreement for Services Page 3
Rev. 09/19/23
(m) Contractor’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as applicable regulations and guidelines issued pursuant to the ADA.

5. C
ompensation and Payment .

(a) The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum o f $ 430,163.00 ( "not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Contractor ’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any -and-all other costs, expenses, and charges incurred by Contractor, its agents, and employees to provide the Services.

(b) City shall pay Contractor no later than 30 days after City receives a written invoice from Contractor a nd verifies the Services were performed for the payment requested.

6. T
erm . The term of this Agreement commences on December 1, 2023, and terminates upon the completion of the Services or June 30, 2024, whichever occurs first.

7. T
ermination by City . City may terminate any portion or all of the Services by giving Contractor at least 30 calendar-days written notice. Upon receipt of a termination notice, Contractor shall immediately stop all work in progress on the S ervices except where necessary to preserve the benefit of the work, and assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Contractor in accordance with Section 5.

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

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

10. C
onfidentiality . Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor ’s employees who require access to the information to perform the S ervices. This obligation shall survive DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
69 Agreement for Services Page 4
Rev. 09/19/23
termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

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

(a
) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Contractor’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.

(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Contractor’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

12. I
nsurance . Contractor shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services.

Upon reasonable written notice, Contractor shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. A
cceptance of Final Payment . Contractor ’s acceptance of final pay ment will release City from any and all claims and liabilities for compensation under this Agreement.

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

15. C
onflict of Interest. Contractor represents that no City employee or official has a financial interest in Contractor . Contractor shall not offer, encourage, or accept any financial interest in any part of Contractor's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
70 Agreement for Services Page 5
Rev. 09/19/23
of the Services are paid by reimbursement from an agreement between City and a private party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement , and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

16. E conomic Disclosure . Contractor shall comply with City’s local conflict of interest code and the Political Reform Act, and prepare and file an economic disclosure statement if the S ervices involve making, or participation in making, decisions which may have a material effect on the Contractors’ financial interest. While it is Contractor ’s sole responsibility to evaluate its conflicts of interest, the Contractor nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

17. No
n -Exclusive Agreement. This is a non- exclusive agreement. City reserves the right to provide, and to retain other Contractors to provide, services that are the same or similar to the Services described in this Agreement.

18. N
o Assignment . Contractor shall not assign or subcontract any of the Services without City’s prior written consent. For the purposes of this section, a change of fifty percent or more in the ownership or control of Contractor constitutes an assignment.

19. R
emedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Contractor must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code.

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

21. E
ntire Agreement; Modification . T his Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services.

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

22. N
otice . Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation:

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
71 Agreement for Services Page 6
Rev. 09/19/23
TO CITY: Attention: Jason Calkins
City of Livermore
3500 Robertson Park Road
Livermore, California 94550

TO CONTRACTOR: Attention: Tammy Drake
Milliken Services, LLC
201 W. Lukken Industrial Drive
LaGrange, GA 30240

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

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

25. S
urvival . The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall survive the completion or termination of this Agreement.

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

27. C
ounterparts . This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.

******************
**********************************************************************************

Signatures and Attachment List on the Next Page

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
72 Agr
eement for Services Page 7
Rev. 09/19/23
In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

CONT
RACTOR: Dated:
______
______________________ ___________________________
By: Lee Blair
Title: Vice President
CIT
Y OF LIVERMORE: Dated:
______
______________________ ____________________________
Marianna Marysheva
City Manager
APPRO
VED AS TO FORM:
______
_____________________
Deputy/Assistant/City Attorney
APPRO
VED AS TO INSURANCE:
______
_________________
Risk Manager/Analyst
Atta
chments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
Exhibit C - DIR Compliance Certification
Exhibit D - Prevailing Wage and Labor Code Requirements DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D 11/1/2023 | 2:41 PM EDT

EXHIBIT A
73 Exhibit A

Scope of Work

Contractor shall provide all necessary labor, materials, equipment, and supplies to perform the following duties in connection with the replacement of existing flooring at the City of Livermore Civic Center Library:

1. Order carpet, flooring, and materials;

2. Move furniture and prepare Civic Center Library for installation of new flooring;

3. Remove and dispose of existing flooring in the Civic Center Library;

4. Install new flooring and carpeting; and

5. Move furniture back to its original locations in the Civic Center Library and restore the Library to a condition fit for operation, unless otherwise directed by City.

Terms of Work:

1. Work location is the City of Livermore Civic Center Library at 1188 S.

Livermore Ave.

2. All work shall occur with the time periods of 7:00AM through 3:30PM Monday through Friday, unless explicitly authorized by Project Manager.

3. All employees of Contractor shall wear uniforms or badges clearly identifying them as employees of Contractor at all times while on City premises for the purpose of completing work.

4. City reserves the right to halt work at any time for noncompliance with this agreement, or unsafe work conditions or practices.

5. Contractor shall keep worksites reasonably clear of debris and protect the safety of the public and City employees at all times. Contractor shall promptly remove all materials and spoils from each job site upon completion of the work.

6. All debris or spoils generated by the work of Contractor shall be properly disposed of by Contractor.

7. Contractor shall follow all applicable safety rules and regulations and supply any necessary traffic control measures.

8. Contractor shall warranty their work for a minimum of ninety (90) days upon completion against defects in workmanship and/or materials. Any repair costs incurred within this ninety-day period shall be at the sole expense of the Contractor.

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
74 Compensation:

1. City shall compensate Contractor for material and services according to the following unit prices and task amounts.

2. City shall not grant compensation until the project has been completed.

PREVAILING WAGE AND LABOR CODE COMPLIANCE
This Agreement is subject to all applicable Labor Code requirements, including those requirements outlined in Exhibit D attached to this Agreement.

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
75 EXHIBIT B

INSURANCE REQUIREMENTS

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

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation and Employer's Liability:

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

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

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

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

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

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

Revised 9/21/2015 B4 – 5M

Page 1 ends

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

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

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

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

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

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

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

Revised 9/21/2015 B4 – 5M

Page 2 ends

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
77 EXHIBIT C
DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
78 Exhibit D
Exhibit D
Prevailing Wage and Labor Code Requirements

This Agreement is subject to all applicable Labor Code r equirements, which include, without limitation, the requirements listed below.

1. DI R Registration. City will not enter into this Agreement without proof that the Contractor is registered with the California Department of Industrial Relations (“DIR”) to perform public work pursuant to Labor Code section 1725.5, subject to limited legal exceptions. A contract entered into in violation of Labor Code section 17 71.1(a) shall be subject to cancellation as outlined in Labor Code section 1771.1(f).

2. DI
R Monitoring . T he Services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.

3. P revailing Wages . Th e Services are subject to all applicable prevailing wage requirements. Contractor shall pay to all workers employed to perform the Services not less than the applicable general prevailing rate of per diem wages for work of a similar character in the locality in which the Services are to be performed for each craft, classification, or type of worker needed to perform the Services, including employer payments for health and welfare, pension, vacation, travel, subsistence, apprenticeship and similar purposes as outlined in Labor Code section 1773.1, and shall pay to all workers employed to perform the Services not less than the general prevailing rate of per diem wages of holiday and overtime work as provided in Chapter 1 of Division 2, Part 7 of the Labor Code. Copies of these prevailing rates of per diem wages are available online at https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. E ach worker performing
Services under this Agreement that is a Public Work pursuant to Labor Code s ection 1720, including, without limitation, all cleanup work at the jobsite, must be paid at a rate not less than the prevailing wage as defined in Sections 1771 and 1774 of the Labor Code. Contractor must post a copy of the applicable prevailing rates of per diem wages at any worksite.

4. C
opies of Prevailing Wages. Copies of the prevailing rate of per diem wages applicable to the Services required by this Agreement are on file at the City of Livermore, Livermore City Hall, 1052 S. Livermore Ave., Livermore, CA 94552 in the custody of City’s Purchasing Specialist, which City shall make available to any interested party on request.

City shall also cause a copy of the determination of the Director of the Department of Industrial Relations of the prevailing rate of per diem wages to be posted at each job site.

5. P
enalties Under Labor Code Section 1775. Contractor will forfeit to City, as a penalty, up to $200.00 for each calendar day, or portion thereof, for each worker paid less than the applicable prevailing wage rate(s) . The amount of this penalty shall be determined by the Labor Commissioner based on the considerations outlined in Labor Code section 1775. Contractor must also pay each worker the difference between the applicable prevailing wage rate and the amount actually paid to that worker.

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
79 Exhibit D

6. F ederal Requirements. If this Agreement is subject to Federal prevailing wage requirements in addition to California prevailing wage requirements, Contractor is required to pay the higher of the current applicable prevailing wage rates under federal law, available online at https://www.dol.gov/agencies/whd/government - contracts/construction, or under California law, available online at https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm.

7. E
ight Hour Day and Penalties. Under Labor Code s ection 1810, eight hours of labor constitutes a legal day’s work under this Agreement . Under Labor Code section 1813, Contractor will forfeit to City as a penalty, the sum of $25.00 for each worker employed in the execution of this Agreement by Contractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Division 2, Part 7, Chapter 1 of the Labor Code, unless the workers are paid overtime under Labor Code section 1815 for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

8. A
pprentices . Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated herein by reference.

9. No
tices . Under Labor Code section 1771.4, Contractor is required to post all job site notices prescribed by law or regulation.

10. R
ecords .

(A) Contractor shall furnish accurate records specified in Labor Code section 1776 directly to the Labor Commissioner, in the following manner: ( i) at least monthly or more frequently if specified in this Agreement ; and ( ii) in an electronic format, in the manner prescribed by the Labor Commissioner, on the department’s internet website. Labor Code section 1776 requires Contractor to keep accurate payroll records with the following information: the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Services performed pursuant to this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury according to the laws of the State of California, stating both of the following: (i) t he information contained in the payroll record is true and correct; and (ii) Contractor has complied with the requirements of Labor Code sections 1771, 1811, and 1815 for any work performed by its employees pursuant to this Agreement.

(B) Contractor shall also comply with the requirement of Labor Code s ection 1812, which requires every contractor to keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the public work. The record shall be kept open DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
80 Exhibit D
at all reasonable hours to the inspection of the awarding body and to the Division of Labor Standards Enforcement.

11. C ertified Record. A certified copy of payroll records enumerated under Labor Code section 1776(a) shall be made available for inspection or furnished on request to: (a) the employee or his or her authorized representative; (b) to City; and/or (3) to the Division of Labor Standards Enforcement of the Department of Industrial Relations. Contractor must make the records available within ten days of a written notice requesting the records. The records shall also be made available for inspection or furnished on request to the Division of Apprenticeship Standards of the Department of Industrial Relations and as further provided by the Labor Code. Contractor is solely responsible for redacting employee personal information, e.g., name, address, and social security number, before disclosing the certified payroll record, as specified in Labor Code section 1776(e).

12. E
nforcement . Upon receipt of a written notice requesting the records enumerated in Labor Code section 1776(a) , Contractor has ten days in which to comply with requirements of Section 1776. If Contractor fails to do so within the ten- day period, Contractor will forfeit a penalty of $100.00 per each calendar day, or portion thereof , for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor.

13. W
orkers’ Compensation Certification . Under Labor Code section 1861, by signing this Agreement, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

14. Dis
crimination . Contractor shall not discriminate in the employment of persons on any basis articulated by Labor Code section 1735.

DocuSign Envelope ID: B8761B7F-0275-4417-8C1B-EBB3FAA04D4D

EXHIBIT A
81 CITY COUNCIL STAFF REPORT
ITEM NO. 5.3

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Brandon Cardwell, Innovation and Economic Development Director SUBJECT:

Resolution approving the application and authorizing the execution of a Project and Program Grant Agreement with Livermore Art Association for the Spring Arts Program, consistent with the City's Public Art Policy in an amount not-to-exceed $5,800.

RECOMMENDED ACTION

SUMMARY
The Commission for the Arts administers the Project and Program Grant Program, including reviewing funding applications twice per year in March and September and providing funding recommendations to the City Council for final approval.

In September 2023, a total of three applications were received for Project and Program funds. The Commission for the Arts and staff recommend the City Council adopt a resolution approving the execution of the Project and Program Grant Agreement with Livermore Art Association.

DISCUSSION
In 2004, the City Council created the Public Art Fund for the purpose of funding public art and cultural programming. In 2008, the City Council created the Project and Program Grant Program to provide funding from the Public Art Fund for local organizations and artists providing cultural enrichment experiences in Livermore.

The Commission for the Arts administers the Project and Program Grant Program, including reviewing funding applications twice a year in March and September and providing funding recommendations to the City Council for final approval. Opportunities for funding were posted on the City website and social media.

82 On September 1, 2023, staff received a total of three applications which were reviewed by a subcommittee of the Commission for the Arts. The subcommittee reviewed the applications and presented its funding recommendations to the full Commission at its regular meeting on September 26, 2023. The Commission for the Arts selected Las Positas College Foundation and Livermore Art Association for funding. The two projects selected meet the evaluation criteria and include expenses that are eligible for funding. The remaining application did not meet all the evaluation criteria. On November 8, 2023, staff was informed by Kenneth Cooper, executive director of Las Positas College Foundation, that they have decided to withdraw their application.

The Commission for the Arts and staff recommend the City Council adopt a resolution approving the execution of the Project and Program Grant Agreement with Livermore Art Association in the amount of $5,800.

FISCAL AND ADMINISTRATIVE IMPACTS

The Project and Program Grants are funded with Public Art Fee funds (F608). Funds have been included in the FY 2023-24 budget. No further appropriation is needed at this time.

COMMUNITY PILLAR
4: Inclusive and Inviting Spaces

GOAL
2: Implement the newly adopted Creative Livermore cultural arts vision

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Theresa De La Vega
Management Analyst

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A PUBLIC ART

FUND PROJECT AND PROGRAM GRANT AGREEMENT WITH
LIVERMORE ART ASSOCIATION, IN THE AMOUNT OF $5,800
The City Council created the Public Art Fund for the purpose of funding public and cultural programming consistent with the public art policy administered by the Commission for the Arts. The Project and Program Grant program was created by the City Council for use of the Public Art Fund for the purpose of encouraging programs for the cultural enrichment of the residents of, and visitors to, Livermore.

The Commission for the Arts reviews applications for the Project and Program Grant program twice per year, in March and September. The Commission for the Arts received a total of three applications for September 2023. Following a review of those three applications, the Commission for the Arts recommended funding two of the three Project and Program applications, one from the Livermore Art Association and another, which was subsequently withdrawn by the applicant.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager, or her designee, to execute the Project and Program Grant Agreement with Livermore Art Association, in the amount of $5,800 for Livermore Art Association’s Spring Arts Program, attached hereto as Exhibit A.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on November 27, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Marie Weber Katherine Mirassou
Deputy City Manager/City Clerk Deputy City Attorney
Exhibit A – Livermore Arts Association Agreement
84 AGREEMENT BETWEEN CITY OF LIVERMORE
AND

LIVERMORE ART ASSOCIATION
FOR FISCAL YEAR 2023-24

PROJECT AND PROGRAM GRANT AGREEMENT
This AGREEMENT,
entered into this ____ day of _____________________, 2023, between the City of Livermore, a municipal corporation (“City”), and Livermore Art Association, a California non-profit Corporation (“Grantee”).

RECITALS
A. City create
d Project and Program Grants for the purpose of encouraging programs for the cultural enrichment in the City of Livermore.

B. The primary
goal of the Project and Program Grant Program is to serve one or more of the main strands found in the Cultural Arts Master Plan, artsALIVE!, adopted by City Council Resolution number 2007-109 on June 11, 2007.

C. The Commis
sion for the Arts reviews all Project and Program Grant applications and provides City Council with recommendations for funding. Funding is no t authorized until City Council approves the Commission for the Art s’ funding recommendations evidenced by City’s signature on this agreement.

D. Grantee has ap
plied to City for funding for a project or program to support the Livermore Arts Association's Spring Arts Program (“Project”).

E. City wishes
to engage Grantee to assist City in utilizing Public Art Fee fund money to provide art projects and programs to Livermore residents.

F. City and Gra
ntee understand that the Project and Program Grant shall be administered consistent with the procedures, standards, regulations , and guidelines for Project and Program Grants, including the 2008 Art in Public Places Program Policy and Procedures Manual and the Cultural Arts Master Plan.

AGREEMENT

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

I. SCOPE OF SER
VICE
A. Activitie
s
Grantee is responsible for administering the Project and Program Grant in a manner satisfactory to City , and consistent with the standards, terms and conditions imposed by the 2008 Art in Public Places Program Policy and Procedures Manual, DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
85 Cultural Arts Master Plan, and herein. The Project will include the following activities eligible under the Project and Program Grant Program: Livermore Art Associat ion's Spring Arts Program scheduled to begin in April 2024 and will conclude June 2024.

1. P
roject and Program Delivery: Grantee agrees to the goals and performance standards as defined below and outlined in the Grantee’s Project and Program Grant application attached as Exhibit “A”.

2. Service Objective: The Spring Arts Program is comprised of three art shows:
the Spring Art Show, the premier showcase event, The Essential Figure, a figurative artshow working in any medium, both 2D and 3D , and Paint Livermore encouraging artists to come to Livermore for plein air painting.

Funds will support the rental of the venue and marketing for the program (“Activities”).

3. General Administration: The Funds for the Activities are to be administered under the direction of the Grantee’s Executive Director and shall comply with the procedures, standards, regulations and guidelines for Project and Program Grants, including the 2008 Art in Public Places Program Policy and Procedures Manual and the Cultural Arts Master Plan.

B. Budget
Cit
y will grant, and Grantee will use, f unds in the amount of $5,800 (“Funds”) to perform the Activities consistent with the terms and conditions of this Agreement, the 2008 Art in Public Places Program Policy and Procedures Manual, and the Cultural Arts Master Plan.

C. P
erformance Monitoring
Cit
y will monitor Grantee’s performance against the project or program description outlined in the Grantee’s Project and Program Grant application attached as Exhibit “A”.

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

II. T

IME OF PERFORMANCE
G
rantee shall complete its Activities within one year of the date of execution of this Agreement. If Grantee requires an extension of time for full performance, it may request an extension from the Commission for the Arts. The decision of the Commission for the Arts shall be final.

III. PA
YMENT
I
t is expressly agreed and understood that the total amount of the Funds available from City to Grantee for the Activities under this Agreement shall not exceed $5,800.

T
he City shall disburse the Project & Program Grant in three installments: 30 percent in advance, 40 percent once material progress can be shown and evidence of the matching grant DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
86 cash requirement has been submitted, and the final 30 percent after a satisfactory Final Report has been filed. The Project & Program subcommittee of the Commission for the Arts has sole discretion to decide whether each of these milestones has been reached.

IV. NOTICES

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

City: City of Livermore
Attn: Theresa De La Vega, Commission for the Arts Staff Liaison 1052 S. Livermore Avenue
Livermore, California 94550

Grantee: Livermore Art Association
Attn: Christine Watters, President
PO Box 216
Livermore CA 94551

V. GENERAL CONDITIONS

A. General Compliance

Grantee agrees to comply with the requirements of state and l ocal laws and regulations governing the Funds available under this Agreement. Grantee also agrees to comply with all additional regulations and policies issued pursuant to these regulations. Grantee further agrees to utilize the Funds available under this Agreement to supplement, rather than supplant, funds otherwise available. Furthermore, with respect to the performance of Activities under this Agreement, Grantee agrees to comply with all federal, state, and local laws, statutes, rules, and regulations pertaining to the performance of those Activities.

B. Independent Contractor

Nothing contained in this Agreement is intended to, nor shall be construed in any manner to, create or establish the relationship of employer/employee between the parties. Grantee shall at all times remain an Independent Contractor with respect to the services to be performed under this Agreement. City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers' Compensation Insurance as Grantee is an Independent Contractor.

C. Hold Harmless

Grantee agrees to defend, indemnify, and hold City, its elected officials, officers, directors, employees, agents, and designated volunteers harmless from and against any and all loss, liability, damage, including reasonable attorney’s and expert fees and/or court costs, arising out of the performance of the Activities under this Agreement, except for the gross negligence and DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
87 willful misconduct of City, its elected officials, officers, directors, employees, agents, and designated volunteers.

D. Insurance

Grantee shall procure and maintain insurance for the duration of the contract in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Project. Upon reasonable written notice, Grantee shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by the City of Livermore Risk Manager.

E. City Recognition

Grantee shall acknowledge City’s financial support in all appropriate materials and media.

The acknowledgment shall read, “Supported in part by a grant from the City of Livermore” or similar language, unless the City of Livermore is a part of a list of supporters. In the latter case, the acknowledgement may say only “City of Livermore.” Grantee shall display the City of Livermore’s logo whenever other sponsor logos are displayed, and in accordance with the City of Livermore’s logo use guidelines, attached as Exhibit C.

F. Amendments

City or Grantee may amend this Agreement at any time provided such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations. Such amendments shall not invalidate this Agreement, nor relieve or release City or Grantee from its obligations under this Agreement.

City may, in its discretion, amend this Agreement to conform with state or local laws, regulations, guidelines, or policies related to the use of the Funds for the Activities. However, if such amendments result in a change in the funding, the scope of services, or the Activities, such modifications shall be incorporated only by written amendment signed by both City and Grantee.

G. Suspension, Termination, Return of Funds

1. Termination for Cause. City may suspend or terminate this Agreement if Grantee materially fails to comply with any term or condition of this Agreement, including but not limited to, the following:

a. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statues, regulations, policies, or directives as may become applicable at any time;
b. Failure, for any reason, of Grantee to fulfill in a timely and proper manner its obligation under this Agreement;
c. Ineffective or improper use of Funds provided under this Agreement; or d. Submission by Grantee to City reports that are incorrect or incomplete in any material respect.

DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
88 City s hall give Grantee written notice of any failure to comply with the Agreement.

If Grantee does not remedy the deficiency or non- compliance within fifteen (15) calendar days after the date the notice is sent, City may exercise any of the remedies available under law and equity, including but not limited to the termination of this Agreement.

Pendi
ng correction of any compliance, City shall withhold fifteen percent (15%) of the remaining Agreement Funds until Grantee corrects the deficiency , Grantee is otherwise found to be in compliance by City, or Grantee is otherwise adjudicated to be in compliance with the Agreement.

2. Ter
mination for Convenience: This Agreement may also be terminated for convenience by either City or Grantee, in whole or in part, by giving notice of such termination, the effective date of the termination, and in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, if City determines that the remaining portion of the Funds or Activities will not accomplish the purpose for which the award was made, City may terminate the Agreement in its entirety.

Wr
itten notice of termination must be provided at least thirty (30) calendar days before the effective date of such termination.

3. Effe
ct of Termination: In the event of termination, all finished or unfi nished documents, data, studies, photographs, reports, or other materials prepared by Grantee under this Agreement shall, at City ’s option, become the property of City , and Grantee shall only be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Any remaining Funds shall be returned to the City’s Public Art Fund for reallocation.

Ter
mination for failure to comply with any term or condition of this Agreement may result in Grantee becoming ineligible to participate in future Commission for the Arts grant programs.

Ter
mination for any reason shall immediately suspend the Funds available under this Agreement, terminate any claim Grantee has to such Funds , and result in Funds being immediately refunded to City for use and reallocation by City.

VI. ADM

INISTRATIVE REQUIREMENTS
A. Doc
umentation and Recordkeeping

1. Rec
ords to be Maintained: Grantee shall maintain the following records including, but not limited to:
a. Rec
ords providing a full description of each activity undertaken and the date(s) on which the activity occurred;
b. Records demonstrating that each activity undertaken meets one of the objectives of the Program & Program Grant; and
DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
89 c. Quarterly and annual revenue and expense reports for A ctivities funded by this Agreement.

2. Retention: Grantee shall retain all records pertinent to expenditures incurred in the performance of the Activities under this Agreement for a period of two (2) years after the termination of all activities funded under this Agreement.

3. Objectives: Grantee agrees to maintain documentation that demonstrates that the Activities meet one or more of the objectives of the strands identified in the Cultural Arts Master Plan.

4. Audits and Inspections : All Grantee records with respect to any matters covered by this Agreement shall be made available to City at any time during normal business hours, as often as City deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data.

Any deficiencies noted in audit reports must be corrected by Grantee within thirty (30) calendar days after receipt of notice of deficiency by Grantee. Failure of Grantee to comply with the above audit requirements will constitute a violation of this Agreement and constitute cause for termination pursuant to Paragraph V.

B. Reporting and Payment Procedures

1. Payment Procedures: City will pay to Grantee Funds available under this Agreement based upon information submitted by Grantee, and consistent with the 2008 Art in Public Places Program Policy and Procedures Manual. City reserves the right to liquidate Funds available under this Agreement for costs incurred by City on behalf of Grantee.

2. Progress Reports: Grantee shall submit a Material Progress Report to the Commission for the Arts when it feels the Project has made material progress. Grantee shall also submit a Final Report when its Project Activities are complete. These reports are prerequisites to receiving the second and third grant installment payments, in accordance with Section III. The Grantee shall determine the form and content of the Progress Reports.

3. Quarterly Revenue and Expense Reports : Grantee shall submit Quarterly Revenue and Expense Reports for grant activities to the Community Development Director.

VII. PERSONNEL AND PARTICIPANT CONDITIONS

A. Assignability

Grantee shall not assign or transfer any interest in this Agreement without the prior written consent of City. However, claims for money due or to become due to Grantee from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Grantee.

DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
90 B. Conflict of Interest
Grantee a
grees to abide by the provisions of the California Political Reform Act (Gov.

Code §§ 81000 et seq.) and related regulations (2 Cal. Code Regs. §§ 18109 et seq. ) with respect to conflicts of interest, and covenants that it presently has no financial interest, and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the Activities under this Agreement.

Grantee f
urther covenants that in the performance of this Agreement, no persons who exercise or have exercised any functions or responsibilities with respect to the Activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such Activities, have a financial interest in any contract, subcontract or agreement with respect to the Activities or with respect to the proceeds from the Activities, either for themselves or those with whom they have a business or immediate family ties, during their tenure or for a period of one (1) year thereafter.

These confl
ict of interest provisions apply to any person who is an employee, agent, Grantee, officer, or elected or appointed official of Grantee.

C. Subcontr
acts

1. Approvals: G
rantee shall not enter into any subcontracts with an agency or individual in the performance of this Agreement without the prior written consent of City.

2. Monitori
ng: Grantee will monitor all subcontracted services to assure Agreement compliance. Results of monitoring efforts must be summarized in written reports, and supported with documented evidence, of follow -up actions taken to correct areas of noncompliance.

3. Content: G
rantee shall cause all of the provisions of this Agreement in its entirety to be included in, and made a part of, any subcontract executed in the performance of this Agreement.

D. Copyright
If this
Agreement results in any copyrightable material, City reserves the right to royalty- free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work for government purposes.

E. Religious
Organization
Grantee a
grees that funds provided under this Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization.

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91 VIII. SEVERABILITY
If any pr
ovision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IX. WAIVER
City’s fai
lure to act with respect to a breach by Grantee does not waive its right to act with respect to subsequent or similar breaches. The failure of City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

X. ENTIRE A

GREEMENT
This Agr
eement constitutes the entire agreement between City and Grantee for the use of Funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral , or written between City and Grantee with respect to this Agreement.

XI. BINDING E
FFECT
All the t
erms, covenants, and conditions of this Agreement shall inure to the benefits of and be binding upon successors and assigns of the parties to this Agreement.

XII. COUNTERP
ARTS
This Agreement may be executed in counterpart s by delivering a facsimile or secure electronic copy of the signed agreement to the other party, followed by delivery of the original documents bearing the original signatures. However, failure to deliver the original documents does not affect the enforceability of this Agreement.
****************************************************
*******************************************************

SIGNATURES AND ATTACHMENT LIST ON NEXT PAGE
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EXHIBIT A
92 IN WITNESS T
HEREOF, the Parties have executed this Agreement as of the date first written above.

Livermore Ar
t Association
a California non-profit corporation
“Grantee”
Dated: _______
_____________________ By: __________________________
Christine Watters
President

CITY OF LIVERMORE
a Municipal Corporation
“City”
B
y: __________________________ Dated: ____________________________ Brandon Cardwell
Innovation and Economic Development Director

APPROVED AS TO FO
RM:
_____________________
_________

DEPUTY/ASSISTANT/CITY ATTORNEY
Attachments
:

Exhibit A Appl
ication for Project and Program Grant from the City of Livermore Exhibit B Insurance Requirements
Exhibit C Logo Use Guidelines
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93 DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

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100
031550
CINCINNATI OH 45999-0038

LIVERMORE ART ASSOCIATION
PO BOX 216
LIVERMORE CA 94551
Form 990 required: Yes
Dl'.i!ar Taxpayer:

EXHIBIT A
In reply refer to: 0248188030
May 27, 2022 LTR 4168C 0
000000 00
00011597
BODC: TE
We're responding to your request dated May 18, 2022, about your tax-exempt status.

We issued you a determination letter in September 1972, recognizing you as tax-exempt under Internal Revenue Code CIRC) Section 501Cc> (3).

We also show you're not a private foundation as defined under IRC Section 509Ca> because you're described in IRC Section 5O9Ca)(2), Donors can deduct contributions they make to you as provided in IRC Section 170, You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522.

In the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period:
- Form 990, Return of Organization Exempt From Income Tax - Form 990EZ, Short Form Return of Organization Exempt From Income Tax
- Form 990-N, Electronic Notice Ce-Postcard) for Tax-Exempt Organizations Not Required to File Form 990 or Form 990-EZ Form 990-PF, Return of Private Foundation or Section 4947(a)(l) Trust Treated as Private Foundation
According to IRC Section 6033(j), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke your tax-exempt status on the due date of the 3rd required return or notice.

You can get IRS forms or publications you need from our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676}.

If you have questions, call 877-829-5500 between 8 a.m. and 5 p.m., local time, Monday through Friday (Alaska and Hawaii follow Pacific DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

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101

LIVERMORE ART ASSOCIATION
PO BOX 216
LIVERMORE CA 94551
time).

Thank you for your cooperation.

02(18188030
2022 LTR 4168C 0
000000 00
00011598
Sincerely yours,
War�en R. Burton, Operations Mgr
Accounts Management Operations I
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EXHIBIT B
I

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

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

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

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

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

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

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

3. Any failure to comply with reporting or other provisions of the policy, DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

EXHIBIT A
141
including breaches of warranties, shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or volunteers.

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550.

Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.

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142
BRAND

GUIDELINES
INTRODUCTION .................................2
LOGO USAGE ......................................3
TYPOGRAPHY .....................................8
COLOR ................................................9 DocuSign Envelope ID: 68D5B853-EAD3-4D9A-8F24-099AA2F281AA

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143
2 Brand Guidelines City of Livermore

INTRODUCTION
As a unique community amongst over 400 California cities, the brand for the City of Livermore is critical—it builds recognition and trust, and it’s a reflection of our spirit. Livermore has a rich history and a dynamic future—we honor both past and future by putting forth a consistent, engaging appearance for our communications and media. We are stewards of the Livermore brand. To make our communications strategy effective, we need our materials to express Livermore’s core values:

RICH HISTORY ROOTED

IN WESTERN HERITAGE

CONNECTION TO

THE LAND THROUGH

VITICULTURE AND OPEN

SPACE PRESERVATION

EDUCATED AND

FORWARD-THINKING

COMMUNITY

EXEMPLIFIED BY SCIENCE

AND TECHNOLOGY

SHARING OF THE

HUMAN SPIRIT

THROUGH ARTS AND

CULTURE
By communicating these values clearly and consistently, Livermore will benefit from a unique identity that resonates with residents, businesses, neighbors and visitors from near and far.

BRAND INTEGRITY
The way we communicate through visual, digital and
written communications helps strengthen our connection
with residents as well as the wider world. These Brand
Guidelines are an important tool to ensure that a
consistent tone, look and feel are conveyed. Ultimately, this means that the City’s messaging will be more effective.

Ultimatel
y, it is people that maintain
and protect the City’s brand, so
please join in the effort to uphold
these guidelines. With everything the
City of Livermore has to offer, each
day is another chance to share that
“There’s More Here.”

SUB-BRANDING
Sub-branding is the creation of visuals and materials that are unique to a given department, event or initiative, not fully reflecting the overall City brand appearance. For instance, the Livermore Police Department sub-brand.

Sub-branding must be in alignment with the City’s overall brand. Such sub-branding may be requested for projects, events, committees or other special uses. Contact the
Public Information Officer for any requests or questions regarding sub-branding.

If you have any questions, please
reach out to the Public Information
Officer by contacting the City:
925-960-4000
[email protected]
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3 Brand Guidelines City of Livermore

LOGO USAGE
Standard Version
The logo is comprised
of these four parts.

The logo is comprised of four parts: the capital letters “CITY OF”, “LIVERMORE”, “CALIFORNIA” and a graphic grape leaf. The type is a customized combination of display caps and ITC Legacy Sans Serif fonts; the blue color telegraphs stability, trust and accessibility. The stylized leaf, illustrated in an earthy olive green, symbolizes the growth and vitality that lives throughout the City. The logo is incomplete if any of these elements are deleted.

Other Logo Configurations
There are cases in which other configurations are permitted. Specific guidance is provided later in these Guidelines.

* Limited-use logos are for specific audiences or design considerations. The Public Information Officer (PIO) can advise. ** Department/division logos are available through the PIO. New logos should not be generated without approval.

Reach the Public Information Officer by contacting the City: 925-960-4000 / [email protected] CASUAL
Livermore

STANDARD
City of Livermore
LIMITED USE: SLOGAN*
Livermore
Tagline
CASUAL
Livermore
Stacked

STANDARD VERTICAL
City of Livermore
Stacked

STANDARD STACKED
City of Livermore
Stacked
CUSTOMIZABLE**
City of Livermore
Departments
LIMITED USE*
Livermore
Arched
LIMITED USE*
City of Livermore
Arched

GRAPHIC ASSET
Leaf or Leaf Circle
CASUAL
Livermore

STANDARD
City of Livermore
LIMITED USE: SLOGAN*
Livermore
Tagline
CASUAL
Livermore
Stacked

STANDARD VERTICAL
City of Livermore
Stacked

STANDARD STACKED
City of Livermore
Stacked
CUSTOMIZABLE**
City of Livermore
Departments
LIMITED USE*
Livermore
Arched
LIMITED USE*
City of Livermore
Arched

GRAPHIC ASSET
Leaf or Leaf Circle
CASUAL
Livermore

STANDARD
City of Livermore
LIMITED USE: SLOGAN*
Livermore
Tagline
CASUAL
Livermore
Stacked

STANDARD VERTICAL
City of Livermore
Stacked

STANDARD STACKED
City of Livermore
Stacked
CUSTOMIZABLE**
City of Livermore
Departments
LIMITED USE*
Livermore
Arched
LIMITED USE*
City of Livermore
Arched

GRAPHIC ASSET
Leaf or Leaf Circle
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4 Brand Guidelines City of Livermore
Logo Coloring
The logo colors are periwinkle blue
and olive green. The logo should be
used in color whenever possible. Never
alter colors or tints of the logo.

The medium for reproducing the logo
(print vs. digital) determines which
colors are specified. The printing
process uses Pantone inks or 4-color
process inks. Digital/web colors are
based on RGB colors. The colors are
shown to the right.

The color logo should be featured
on a white background whenever
possible to promote readability. This
uncluttered look contributes to the
specialness of the logo.

BLUE
PANTONE: 100% PMS 5275
4-C PROCESS: 70% cyan, 62% magenta, 27% yellow, 6% black RGB: 96 red, 100 green, 137 blue / HEX: #606489
GREEN
PANTONE: 100% PMS 5845
4-C PROCESS: 35% cyan, 22% magenta, 76% yellow, 1% black RGB: 174 red, 175 green, 95 blue / HEX: #aeaf5f
BLACK
PANTONE: 100% black
4-C PROCESS: 100% black
RGB: 51 red, 51 green, 51 blue / HEX: #050606
GRAY
PANTONE: 50% black
4-C PROCESS: 50% black
RGB: 153 red, 153 green, 153 blue / HEX: #90948c

BACKGROUND CONTRAST
Contrast is an important part of visual accessibility. Depending on the background, a solid black logo or solid white logo is sometimes necessary. For dark backgrounds, use a white logo. For light backgrounds in which the blue/green logo does not have enough contrast, use a black logo. Consider avoiding complicated background photos. If necessary, underlay the logo with opaque box to increase contrast. When in doubt, err on the side of increasing contrast.

Low Contrast Contrast
Pro tip: for non-decorative elements, like text or information, foreground color should be roughly 4.5X brighter or darker than the background color to satisfy industry minimum WCAG AA recommendation. 7X brighter satisfies full AAA recommendation. Smaller text requires more contrast. There are numerous online tools to assist in measuring contrast.

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5 Brand Guidelines City of Livermore
Logo Integrity
Maintain the type font, size and spacing between the logo elements: text, icon and tagline. These elements should not be recolored or repositioned in any way other than specified in this guide.

MINIMUM SIZE
Size matters and using the logo too
small compromises its integrity.

Note the minimum width shown here
for using the logos and icons at their
smallest permissible sizes.
1-1/2in 3/8in

PROTECTIVE AREA AROUND THE LOGO
A generous protective space around the logo is an
essential element of the logo’s design and success.

Never place another logo, type or graphic element
in this clearspace. Do not place the logo on any
complicated or photographic background.

The protective clearspace around the logo is
determined by the height of the capital letter
“L” as noted with an “x.” This clearspace is
required for all logo versions.

VERTICALLY CENTERING THE LOGO
Note that the high visual “center of gravity”
for the non-tagline logo. For cases where
the non-tagline logo is vertically centered in
space, note that the center line should fall in
the vertical middle of the “LIVERMORE” text.

Same holds true for all logos.

Vertically center on “Livermore” text.

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6 Brand Guidelines City of Livermore
Alternate Logo Configurations
TAGLINE Includes “There’s More Here” marketing text.

The tagline acts as a marketing message and should be used discriminately when that message is relevant. This language reflects the opportunity for discovery and potential that awaits those unaware of or misguided in their impression of exploring the City.

FOR CONSISTENCY, THE TAGLINE SHOULD NEVER BE CHANGED TO A DIFFERENT MESSAGE.

ARCHED
For very limited uses, an arched version is possible,
but not encouraged. Please contact the Public
Information Officer for permission.

DEPARTMENTS
A customized logo is available for use by departments/divisions. Please contact the Public Information Officer for permission or to be provided a special departmental logo.

NEW DEPARTMENT LOGOS TO BE CREATED ONLY WITH PIO PERMISSION.

ICON OPTIONS Can be used decoratively, or as a stand-alone icon, and can use any brand coloring.

ICONS CAN BE USED IN ADDITION TO, NOT INSTEAD OF, AN ACTUAL LIVERMORE LOGO.

STANDARD
Used for standard Livermore branding.

Unless there is a specific reason to use an alternate
configuration, it’s best to use standard logo. Certain
designs may work better with the stacked logo.

CASUAL
“City of” text not included.

Used in special cases where a casual tone is
permitted, or where a simpler logo is necessary.

Also exists on some older materials.

STANDARD

STANDARD VERTICAL STANDARD STACKED
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7 Brand Guidelines City of Livermore
Incorrect Logo use
Using the logo correctly as outlined in this guide ensures the strength of the logo and ultimately better represents the City of Livermore. There are many ways to misuse the logo and a few common examples are shown on this page. ✖ Do not rotate.
✖ Do not add special effects.
✖ Do not change colors.
✖ Do not distort.
✖ Do not use low-contrast.

There’s more here.

LIVERMORE
California
City of
✖ Do not change fonts.
✖ Do not resize or move elements.
a
✖ Do not use too small.
✖ Do not crowd.

DO
contact the Public Information Officer with any questions:
925-960-4000 / c
[email protected]
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8 Brand Guidelines City of Livermore

TYPOGRAPHY
Brand Fonts
MOST COMMONLY USED FOR PROFESSIONAL PRINTING. The City uses two fonts: Goudy, a serif font, and the ITC Legacy Sans sans-serif font family. These fonts support the overall identity and should be used whenever possible. Goudy is good for headers and special text sections, not for body text; do not use an italicized or bolded version. ITC Legacy Sans offers several weights, good for overall usage. Both font families may be used on the same piece of communication.

GOUDY
AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz
Goudy: Regular (only) ... ALLCAPS permitted
ITC Legacy Sans
AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz
Legacy Sans: Book AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz Legacy Sans: Book Italic AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz Legacy Sans: Medium AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz Legacy Sans: Medium Italic AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz Legacy Sans: Bold AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz

FONT ALTERNATES
MICROSOFT OFFICE ALTERNATES: below are the alternates to use in Microsoft Office when the main brand fonts are unavailable. These are very common default fonts installed with most Microsoft applications and are good for documents that are being shared across multiple systems.

Microsoft Of/f_ice alternate to Goudy: Times New Roman
AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz
Microsoft Of/f_ice alternate to ITC Legacy Sans: Calibri AaBbCcDdEeFfGgHhIiJjKkLlMmNnOoPpQqRrSsTtUuVvWwXxYyZz
FREE GOOGLE FONTS: below are the alternates to use when the above brand fonts are unavailable.

Some apps and online platforms, like Google Docs or Canva, are limited to Google fonts.

Google alternate to Goudy: Libre Baskerville
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9 Brand Guidelines City of Livermore
COLOR
The primary Blue and Green signify the City’s brand. They are the dominant colors and should be used in everything that represents the City. The secondary color palette provides the ancillary coloring that all together create the City’s identifiable look and feel. The secondary colors are used in addition to the primary Blue and Green, not instead of them.

The grays and neutrals identified here provide additional design flexibility. Extra colors are provided to use sparingly, when the existing brand colors simply aren’t enough (e.g. as an accent when a strong highlight is needed, or when a whole spectrum is required).

Blue
Light Dark
Middle Tint
Light Dark
Middle Tint
Green
Sage
Secondary Brand Colors
Primary Brand Colors
Light Dark
Middle Tint
Grays
Extra Colors
Neutrals
Light Gray Black
Middle Gray
Dark
Gray
Red Orange Yellow Azure
Blue Neutral
Sage Neutral
Green Neutral
Gray Neutral
Additional colors can be sparingly used
when a strong accent color is necessary,
or if a spectrum of colors is required.

AccentBrand Spectrum
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10 Brand Guidelines City of Livermore
Color Detail
The brand colors are defined here, for several different formats. Digital/web colors are based on RGB or Hex colors. The printing process uses Pantone inks or CMYK (4-color process) inks. PMS code ‘C’ indicates an ink used for coated (glossy) paper and ‘U’ indicates is used for non-coated finishes.

WEBSITE COLORS HEX R G B
Blue Dark ■ #4F4174 79 65 116
Green ■ #A5A837 165 168 55
Sage Dark ■ #6D8877 109 136 119
Blue Lt ■ #E2E8F1 226 232 241
Gray Dk ■ #435148 67 81 72
Gray Mid ■ #6B737D 107 115 125

FULL CITY BRAND COLORS

PRIMARY PROMINENCE HEX R G B C M Y K PANTONE C PANTONE U Blue ■■■■■■■ #606489 96 100 137 70 62 27 6 5275 C 5275 U Green ■■■■■■■ #A5A837 165 168 55 35 22 76 0 5845 C 5845 U

SECONDARY
Sage ■■■■■ #8CAEA2 140 174 162 48 20 38 0 5565 C 5565 U Sage Dark ■■■ #6D8877 109 136 119 60 33 55 8 n/a n/a
Sage Mid ■■■ #ABC1B9 171 193 185 34 14 27 0 50% 50%
Sage Lt ■■■ #C2D1CA 194 209 202 24 10 19 0 15% 15%

BLUE SHADE & TINTS
Blue Dark ■■■ #4F4174 79 65 116 79 83 27 12 n/a n/a
Blue Mid ■■■ #9194B6 145 148 182 46 39 13 0 50% 50%
Blue Lt ■■■ #E2E8F1 226 232 241 10 6 2 0 15% 15%

GREEN SHADE & TINTS
Green Dark ■■■ #8B8F36 139 143 54 48 31 100 8 n/a n/a
Green Mid ■■■ #C9CA87 201 202 135 23 12 57 0 50% 50%
Green Lt ■■■ #E4E5C3 228 229 195 11 4 27 0 15% 15%
Note: website colors are a
subset of the Full City Brand
Colors selected for online
appearance and contrast.

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11 Brand Guidelines City of Livermore
FULL CITY BRAND COLORS (continued)

EXTRA COLORS FOR ACCENT OR FLEXIBILITY
Red ■■ #B7LF3C 182 31 59 20 100 77 10 1945 C 1935 U
Red Dk ■ #990D31 153 13 49 12 100 69 23 n/a n/a
Red Mid ■ #D48A83 212 138 131 10 50 39 5 50% 50%
Red Lt ■ #F0CFC9 240 207 201 4 20 15 0 15% 15%
Orange ■■ #F47721 244 119 33 4 54 100 0 152 C 152 U
Orange Dk ■ #D6782A 214 120 42 15 63 100 0 n/a n/a
Orange Mid ■ #FCC288 252 194 136 0 27 50 0 50% 50%
Orange Lt ■ #FFE4CA 255 228 202 0 11 20 0 15% 15%
Yellow ■■ #FBB416 251 180 22 0 32 100 0 130 C 130 U
Yellow Dk ■ #C37FL3 195 127 19 7 45 100 30 n/a n/a
Yellow Mid ■ #FFCE7B 255 206 123 0 20 60 0 50% 50%
Yellow Lt ■ #FFEFCF 255 239 207 0 5 20 0 15% 15%
Azure ■■ #4D8BBE 77 139 190 71 37 7 0 285 C 285 U
Azure Dk ■ #4377BB 67 119 187 77 51 0 0 n/a n/a
Azure Mid ■ #80A5CE 128 165 206 50 26 5 0 50% 50%
Azure Lt ■ #B5C6DC 181 198 220 28 15 5 0 15% 15%

BLACKS, GRAYS & NEUTRALS HEX R G B C M Y K PANTONE C PANTONE U Black ■■■■■■ #333333 51 51 51 0 0 0 100 PMS Black PMS Black Superblack ■■■■■■ #000000 0 0 0 60 30 30 100 n/a n/a
Gray Dk ■■■■ #435148 67 81 72 70 51 64 38 80% 80%
Gray Mid ■■■■ #6B737D 107 115 125 61 48 40 11 60% 60%
Gray Lt ■■■■ #EOEODD 224 224 221 7 5 7 4 8% 8%
Gray Neutral #F3F3F3 243 243 243 0 0 0 5 5% 5%
Blue Neutral #F1F3F8 241 243 248 7 5 7 4 10% 10%
Green Neutral #F1F2E1 241 242 225 0 0 4 4 10% 10%
Sage Neutral #E0E8E5 224 232 229 n/a 8% 8%
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CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

November 27, 2023
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing execution of a first amendment to the agreement with Cannon Corporation for programming support during construction of the City of Livermore Water Reclamation Plant Primary and Secondary Treatment Improvements Project No. 2019- 31, increasing the not-to-exceed contract amount from $112,900 to $231,026.

RECOMMENDED ACTION

SUMMARY
The WRP Primary and Secondary Treatment Improvements Project No. 2019-31 involves rehabilitation and process improvements to the primary and secondary treatment processes at the City of Livermore (City) Water Reclamation Plant (WRP). The existing primary and secondary treatment facilities are monitored and controlled by the WRP supervisory control and data acquisition (SCADA) system.

Construction of the improvements to the WRP primary and secondary treatment facilities require integration of these improvements into the existing SCADA system. This first amendment with Cannon Corporation provides for additional programming support services required to facilitate ongoing implementation of the WRP SCADA Master Plan, which requires enhanced standardization of and improvements to SCADA applications. This first amendment in the amount of $118,126 increases the total amount of the professional services agreement from $112,900 to $231,026.

DISCUSSION
Both the 2012 WRP Master Plan and the 2016 WRP Asset Management Plan identify aging infrastructure within the Water Reclamation Plant (WRP) primary and secondary treatment systems.

Process improvements are also recommended in the 2012 WRP Master Plan. The WRP Primary and Secondary Treatment Improvements Project No. 2019-31 (project) involves constructing the highest 154
priority improvements. The areas of proposed improvements are shown on Attachment 1.

The project includes replacing the following equipment:

Influent screw pumps.

Pre-aeration tank blowers and gates.

Primary sedimentation tank sludge collection mechanisms, skimmers, and gates.

Primary effluent pumps.

Odor control treatment system and equipment covers.

Secondary Clarifier No. 2 sludge collection mechanism, bridge, and gates.

Two motor control centers.

Additional improvements include the following:

Repairing the concrete and coating channels and tanks in the headworks and primary treatment systems and Secondary Clarifier No. 2.

Upsizing the odor control treatment system, adding additional odor covers, and increasing ventilation.

Partial replacement of various electrical boxes throughout the WRP.

Associated electrical conduit duct, paving, instrumentation, and controls work.

The existing primary and secondary treatment facilities are monitored and controlled by the WRP supervisory control and data acquisition (SCADA) system. Construction of the improvements to the WRP primary and secondary treatment facilities will require integration of these improvements into the existing SCADA system.

On August 3, 2022, the City entered into a professional services agreement with Cannon Corporation to provide programming support to integrate the new equipment into the existing SCADA system during construction of the project. In June 2023, WRP staff identified the Rockwell Automation PlantPAx templates as the required standard to improve SCADA applications, maintain compatibility with existing and future systems, and comply with the guidelines established in the WRP SCADA Master Plan. This first amendment addresses additional programming support services to incorporate these standardized and improved applications required for the SCADA system, in accordance with the WRP SCADA Master Plan. The first amendment in the amount of $118,126 increases the total amount of the professional services agreement from $112,900 to $231,026.

FISCAL AND ADMINISTRATIVE IMPACTS

The budget for the WRP Primary and Secondary Treatment Improvements Project No. 2019-31 in the 2023-2028 5-Year Capital Improvement Plan covers the cost of this first amendment and all other project costs; therefore, no additional appropriations are necessary. Funding is from the Water Resources Replacement Fund 239 and the Sewer Connection Fees Fund 241.

COMMUNITY PILLAR
1: A Safe Community that Thrives.

GOAL
11: Operate and maintain municipal water systems that provide safe, efficient delivery of potable and 155
recycled water, collect and treat wastewater, and comply with all federal, state, and local regulations

GUIDING DOCUMENT
Fiscal Year 2023-2028 5-Year Capital Improvement Plan.

ATTACHMENTS

1. Site Plan

2. Resolution

3. Exhibit A - First Amendment to Agreement with Cannon Corporation

Prepared by: Rick Teczon
Senior Civil Engineer

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
156

SITE PLAN
Location of Primary and
Secondary Improvements
ATTACHMENT 1
157
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO THE AGREEMENT

WITH CANNON CORPORATION FOR PROGRAMMING SUPPORT DURING CONSTRUCTION OF

THE CITY OF LIVERMORE WATER RECLAMATION PLANT PRIMARY AND SECONDARY

TREATMENT IMPROVEMENTS PROJECT, INCREASING THE NOT-TO-EXCEED AMOUNT FROM $112,900 TO $231,026
(WRP PRIMARY AND SECONDARY TREATMENT IMPROVEMENTS PROJECT NO. 2019-31) On August 3, 2022, the City of Livermore (“City”) entered into a professional services agreement with Cannon Corporation to provide programming support during construction of the Water Reclamation Plant (“WRP”) Primary and Secondary Treatment Improvements, Project No. 2019-31. This first amendment covers additional programming support services to incorporate standardization and improved applications required for the WRP’s supervisory control and data acquisition (“SCADA”) system. The first amendment in the amount of $118,126 increases the total amount of the professional services agreement from $112,900 to $231,026.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager to execute the first amendment to the professional services agreement with Cannon Corporation, attached hereto as Exhibit A, increasing the not-to-exceed contract amount from $112,900 to $231,026 for additional programming support services during construction of the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31.

On motion of Council Member _________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on November 27, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara Mazzanti
Marie Weber Tara Mazzanti
Deputy City Manager/City Clerk Assistant City Attorney
Exhibit A – First Amendment to Agreement with Cannon Corporation 158
Amendment - Professional Services Agreement Page 1
Rev. 7/2016

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THI
S FIRST AMENDMENT is made and entered into this ____ day of ________, 2023, by and between the City of Livermore (“City”), a municipal corporation, and Cannon Corporation (“Consultant”), a California corporation.

RECI
TALS
On A
ugust 3, 2022, City and Consultant entered into an agreement for Consultant to provide professional PLC/SCADA programming services to City (“Original Agreement”). Section 21 of the Original Agreement requires that any modifications to it must be in writing and signed by the parties.

Ci
ty and Consultant desire to amend the Original Agreement to increase the scope of services and compensation by $118,126 . This is the First amendment to the Original Agreement.

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

1. The O
riginal Agreement is amended as follows:

A. Sec
tion 3 of the Original Agreement is amended to read as follows:

Cons
ultant shall provide all necessary labor, materials, equipment, and supplies to integrate SCADA control and monitoring of the Cit y’s WRP Primary and Secondary Improvements Project into the existing WRP SCADA network and to implement the Rockwell Automation PlantPAx templates for both PLC and SCADA applications, as more par ticularly set forth in Exhibit “A” to the Original Agreement and Exhibit “A -1” to this First Amendment (collectively “the Services”).

B. Sec
tion 5(a) of the Original Agreement is amended to read as follows:

The t
otal compensation payable by City to Consult ant for the Services SHALL NOT EXCEED the sum of $231,026 (“not-to-exceed amount”).

1. The c
ompensation payable by the City to Consultant for the Services required by Exhibit “A” to the Original Agreement SHALL NOT EXCEED the sum of $112,900.

2. The compensation payable by the City to the Consultant for the Services required by Exhibit “A -1” to the First Amendment SHALL NOT EXCEED the sum of $118,126.

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Amendment - Professional Services Agreement Page 2
Rev. 7/2016
C
ity shall compensate Consultant for the Services rendered at the hourly rates, task amounts, or travel expenses set forth in Exhibit “A” to the Original Agreement and Exhibit “A -1” to this First Amendment up to the not-to-exceed amount. Except as provided in the body of the Agreement, the hourly rates, task amounts, or travel expenses are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any -and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Service.

2. Th
ese amendments are prospective and only apply to the S ervices rendered by Consultant after the execution of this Amendment. Unless otherwise stated herein, this Amendment does not relieve the parties of the terms and conditions of the Original Agreement as written and in effect at the time the Services were rendered.

3. E
xcept as amended above, the Original Agreement remains in full force and effect.

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Amendment - Professional Services Agreement Page 3
Rev. 7/2016
In c
oncurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement effective on the date first written above.

CONS
ULTANT: Dated:
______
______________________ ___________________________
Jeff Spannbauer, PE
Director, Automation & Electrical Engineering Division
CIT
Y OF LIVERMORE: Dated:
______
______________________ ____________________________
Marianna Marysheva
City Manager
APPRO
VED AS TO FORM:
______
_____________________
Assistant/City Attorney

APPROVED
AS TO INSURANCE:

Risk Manager/Analyst
Atta
chments:

Exhibit "A-1" - Additional Scope of Services
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E xhibit A-1 Page 1
EXHIBIT “A-1”
(Additional Scope of Services)
Consultant shall assist the City with the WRP Primary and Secondary Treatment Improvements project (CIP 2019-31) by providing additional programming services for process and electrical equipment improvements. In particular, ongoing implementation of the WRP SCADA Master Plan has called for more standardization and improved PLC/SCADA applications. This standardization requires implementing the Rockwell Automation PlantPAx version 5 templates for both PLC and SCADA applications.

The Additional Scope of Services will add two tasks for PlantPAx standards and implementation in the form of revised PLC logic using PlantPAx templates for the current project and creation of a new high-performance SCADA system structure using the PlantPAx approach and global objects. A detailed description of the Additional Scope of Services, Compensation, and Schedule follows.

ADDITIONAL SCOPE OF SERVICES:

Consultant shall provide all necessary labor, materials, equipment, and supplies to perform the Additional Scope of Services, which includes the following tasks.

Task 6 – PlantPAx Standards
Consultant shall work closely with the City during this task to identify and refine the PlantPAx selection. Consultant shall reduce the objects used to a subset that best meets the City needs.

Consultant shall create documentation that describes and details the standard configuration settings that will be configured on each standard PlantPAx object to create the FactoryTalk View SE application.

Using those templates and objects, Consultant shall develop sample PLC code for PLC-1 and begin development of a new parallel high-performance SCADA application. The new PLC logic shall be tested against the new SCADA application and demonstrated to the City for approval.

Once a working example of the PLC and SCADA applications have been created, Consultant shall conduct a workshop for the City to review and provide feedback. Consultant shall then modify the PLC and SCADA applications to address the City’s feedback and host an additional workshop to verify that all concerns have been addressed. It is anticipated that any subsequent modifications will be minor at this point and will be corrected prior to deploying the applications.

The new SCADA application will implement Situation Awareness and gray-scale HMI concepts from ISA 101 and industry standards. These will dovetail with the features and functions of the PlantPAx global objects. A new SCADA application will require configuration of navigation, alarming, trending, and reporting. This task will create the framework for all of those functions in the new application.

Consultant has identified the following list of deliverables for this task:
• Agendas and Project Meeting Minutes.
• Decision Log to memorialize selected PlantPAx objects. • Preliminary PLC AOIs and UDTs.

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E xhibit A-1 Page 2
• Preliminary SCADA graphics for global objects.
• Preliminary Software O&M documentation (with PlantPAx object configuration settings for City applications).
• Training for City staff on new PLC logic and SCADA applications.

Task 7 – PlantPAx Implementation
With City approval of the PlantPAx functions identified in Task 6, Consultant shall begin to implement the PLC logic and SCADA application to support the Primary and Secondary Treatment Improvements Project.
• Consultant shall update the PLC-1 code with all the PlantPAx objects. • Consultant shall take the new SCADA framework and build-out to a new SCADA application.
o Consultant shall import the existing SCADA system graphics, popups, and functions.
o Consultant shall create new PlantPAx overviews, objects, and graphics for all processes related to the Primary and Secondary Treatment Improvements Project.
o Consultant shall create a new plant overview screen that highlights the Key Performance Indicators (KPIs) for operators.
o Consultant shall standardize alarming and trending in the SCADA interface to be
c
ompliant with Master Plan Section 2.5.2 5.
• Consultant shall work with City staff to perform Site Acceptance Testing of the new SCADA application while completing the original tasks from Primary and Secondary Treatment Improvements Project.
• Consultant shall provide training for City staff on new PLC logic and SCADA applications.

Consultant has identified the following list of deliverables for this task:
• Updated PLC software code for PLC-1.
• Updated SCADA application.
• Completed FAT and commissioning test plan checklists. • Final “As-Built” PLC Software Code, Fully Documented. • Final Software O&M documentation.
• Training for Operations staff.

Assumptions and Exclusions:

This Additional Scope of Services was based on the following assumptions related to the proposed project:
• As it is currently unclear how to best (partially) transition between the new and older style SCADA graphics (PLC-1 and its SCADA graphics on the newer PlantPAx c ode
wh
ile PLC-11 and its SCADA graphics are on the older style code), workshops have been added
to the scope to discuss the options and solidify a path forward. • The PlantPAx PLC and SCADA objects will be implemented for the processes on PLC-1 onl
y. Processes hosted outside of PLC-1 will not receive PlantPAx objects at this time, but will be upgraded in the future via other projects.

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Livermore City CouncilNovember 27, 2023

Livermore City Council
November 27, 2023