Livermore City Council
May 13, 2024

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

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

3. Workers’ Compensation and Employer's Liability:

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

4. Garage Keepers:
$500,000 per occurrence.

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 DocuSign Envelope ID: 809DB930-51BE-4AFC-B96C-70C0CAB2350E

EXHIBIT A
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Revised 9/21/2015 B6 – 1M GK

officers, officials, employees, or volunteers.

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

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

4. The Consultant’s/Contractor's insu rance 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 sect ion of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550

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

DocuSign Envelope ID: 809DB930-51BE-4AFC-B96C-70C0CAB2350E

EXHIBIT A
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CITY COUNCIL STAFF REPORT
ITEM NO. 5.7

DATE:

May 13, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing approval of a cooperative implementation agreement with Caltrans that defines the terms for the City to install two trash capture devices at Southfront Lane and the Southern Conveyance Facility and to receive up to $1,480,000 in reimbursements from Caltrans as part of 2024 Storm Drain Trash Capture Project 2024-25.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a cooperative implementation agreement with Caltrans that defines the terms for the City to install two trash capture devices at Southfront Lane and the Southern Conveyance Facility and to receive up to
$1,480,000 in reimbursements from Caltrans
as part of 2024 Storm Drain Trash Capture Project 2024-

25. SUMMARY
The 2024 Storm Drain Trash Capture Project 2024-25 involves the installation of 8 large-scale trash capture devices at various locations across the City of Livermore (City). These trash capture devices will help the City meet the trash reduction requirement in the City's Municipal Regional Stormwater Permit administered by the California Regional Water Quality Control Board.

Caltrans is also tasked with meeting trash reduction requirements and reached out to the City to see if any of the devices in our project also treat runoff from Caltrans's right-of-way. Two of the devices in the City's project treat significant portions of Caltrans runoff and qualify for Caltrans reimbursements. This cooperative implementation agreement with Caltrans lays out the terms for the City to install these devices and receive reimbursements from Caltrans. Attachment 1 shows the locations of the two devices associated with the agreement.

DISCUSSION
The City's Regional Water Quality Control Board Regional Stormwater Permit requires 100% trash reduction by June 30, 2025. In order to achieve this, the City needs to install 8 large-scale trash capture 142
devices in 2025. These devices will reduce the amount of trash washed into creeks during storm events.

The trash capture devices will be installed as part of the 2024 Storm Drain Trash Capture Project 2024-

25. On January 23, 2024, the City entered into an agreement with Schaaf & Wheeler Consultant Engineers to provide professional design services for the 2024 Storm Drain Trash Capture Project 2024-25.

Caltrans reviewed the preliminary design plans prepared by Schaaf and Wheeler and agrees that two of the devices proposed in the project treat a significant amount of runoff from Caltrans's right-of-way.

Caltrans then had the San Francisco Bay Regional Water Quality Control Board review the proposed plans as well in order to give their conceptual concurrence on the design.

With this agreement, Caltrans will be able to receive credits for the runoff treated by two of the City's devices and will reimburse the City for the cost to construct these devices. Allowing Caltrans to receive runoff credit has no impact on the amount of credits the City is expected to receive from this project. The City will own and maintain the trash capture devices installed with this project.

FISCAL AND ADMINISTRATIVE IMPACTS

The Storm Drain Trash Capture Project 2024-25 has a total budget of $8,000,000 in Fiscal Years 2023- 24 and 2024-25 in the 2023-2028 Capital Improvement Plan. The budget covers all project expenses including design, construction, project management, inspection, and materials testing. The project is funded 75% with Storm Water (Fund 220) and 25% with Storm Drain (Fund 221). This cooperative implementation agreement will authorize Caltrans to reimburse the City up to $1,480,000 for the installation of two trash capture devices that treat portions of Caltrans runoff. The City will receive this reimbursement upon completion of the project. This reimbursement will reduce the final City funded expenditures from an estimated $8,000,000 down to $6,520,000.

COMMUNITY PILLAR

5: A City That Works

GOAL

14: Develop, operate, and maintain the City's infrastructure

ATTACHMENTS

1. Vicinity Map

2. Resolution

3. Exhibit A - Agreement

Prepared by: Jarrett Rasmussen
Junior Engineer

143
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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Vicinity Map
This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions.
64,000
Livermore IT, GIS Services
10,666.7
1:NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet10,666.70 Notes5,333.33
ATTACHMENT 1
145
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING APPROVAL OF A COOPERATIVE

IMPLEMENTATION AGREEMENT WITH CALTRANS THAT DEFINES THE

TERMS FOR THE CITY TO INSTALL TWO TRASH CAPTURE DEVICES

AT SOUTHFRONT LANE AND THE SOUTHERN CONVEYANCE FACILITY AND RECEIVE UP TO $1,480,000 IN REIMBURSEMENTS FROM
CALTRANS.
(2024 Storm Drain Trash Capture Project 2024-25)
The 2024 Storm Drain Trash Capture Project 2024-25 involves the installation of 8 large-scale trash capture devices at various locations across the City of Livermore (“City”).

These trash capture devices will help the City meet the trash reduction requirement in the City's Municipal Regional Stormwater Permit administered by the California Regional Water Quality Control Board.

Caltrans is also tasked with meeting trash reduction requirements and reached out to the City to see if any of the devices in the project also treat runoff from Caltrans’ right-of- way. Two of the devices in the City's project treat significant portions of Caltrans’ runoff and qualify for Caltrans reimbursements. This Cooperative Implementation Agreement with Caltrans lays out the terms for the City to install these devices and receive reimbursements from Caltrans.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager to execute a Cooperative Implementation Agreement with Caltrans, attached hereto as Exhibit A, that defines the terms for the City to install two trash capture devices at Southfront Lane and the Southern Conveyance Facility as part of 2024 Storm Drain Trash Capture Project 2024-25 and receive up to $1,480,000 in reimbursements from Caltrans.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on May 13, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A- Cooperative Implementation Agreement
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COOPERATIVE IMPLEMENTATION AGREEMENT
THIS AGREEMENT, ENTERED INTO EFFECTIVE ON March 5th 2024, (the EFFECTIVE DATE) is between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS and the City of Livermore, a municipal corporation of the State of California, referred to herein as AGENCY. CALTRANS and AGENCY are together referred to as PARTIES.

RECITALS

1. CALTRANS and AGENCY, pursuant to California Streets and Highways Code (SHC) Sections 114 and 130, are authorized to enter into a Cooperative Agreement for improvements to the State Highway System (SHS) as a watershed stakeholder within AGENCY’s jurisdiction.

2. As per Attachment D of the Caltrans National Pollutant Discharge Elimination Permit Order 2022-0033-DWQ (NPDES Permit), Section 5.1 and/or Attachment E, Section 3 of the NPDES Permit, CALTRANS and AGENCY may collaboratively implement the NPDES Permit requirements as they have been identified as stakeholders in the Total Maximum Daily Load (TMDL) or contain Significant Trash Generating Areas (STGA) for Device 550 on Southfront Lane and Device 6000 off El Charro Road (hereinafter referred to as “PROJECT”). CALTRANS has agreed to contribute an amount not to exceed One Million Four hundred and Eighty Thousand Dollars ($1,480,000) to AGENCY for AGENCY to construct the PROJECT, within the regional area under the jurisdiction of AGENCY to comply with the TMDL or to treat STGAs. The NPDES Permit (including Attachments D and E) is located at:
www.waterboards.ca.gov/water_issues/programs/stormwater/caltrans.html

3. AGENCY has agreed to implement the PROJECT subject to the terms and conditions of this Agreement including all documents attached hereto that are incorporated herein and hereby made a part of this Agreement (collectively referred to as the AGREEMENT).

4. AGENCY will be responsible for all management, maintenance and operations, including costs of the constructed PROJECT.

5. For NPDES Permit compliance, CALTRANS will claim acreage-based PCB and Mercury credit from the Caltrans area treated by the PROJECT for pollutant waste load reductions granted by the San Francisco Bay Regional Water Quality Control Board for the PROJECT. CALTRANS intends to use the acreage-based PROJECT waste load reductions to demonstrate equivalent load reductions required to meet its TMDL waste load allocations.

6. Cooperative implementation has the following advantages: cooperative implementation (i) allows for water quality improvement projects off the ROW, at locations that may otherwise have space, access, or safety limitations within the ROW; (ii) provides for the involvement of local watershed partners who have an interest and expertise in the best way to protect, manage, and enhance water quality in the watershed; (iii) allows for implementation of Best Management Practices (BMPs) and other creative solutions not typically available to CALTRANS; (iv) allows for larger watershed-scale projects; and (v) leverages resources from other entities.

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7. All services performed by AGENCY pursuant to this AGREEMENT are intended to be performed in accordance with all applicable Federal, State and AGENCY laws, ordinances, and regulations, and with CALTRANS published manuals, policies, and procedures. In case of a conflict between Federal, State and AGENCY laws, ordinances, or regulations, the order of precedence applicability of these laws shall be Federal, State and then AGENCY laws and regulations, respectively.

8. CALTRANS share of PROJECT funding is as follows:

FUND TITLE FUND SOURCE DOLLAR AMOUNT
State Highway Account State of California $1,480,000

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SECTION I
Al
l sections of this AGREEMENT including the recitals are enforceable.

1. AGENCY has agreed to implement the PROJECT in accordance with Attachment II- SCOPE SUMMARY. The SCOPE SUMMARY that is attached to and made a part of this AGREEMENT defines in detail the PROJECT’s scope of work, description, schedule, location and budget.

2. AGENCY will be responsible for all management, maintenance and operations, including costs of the constructed PROJECT.

3. AGENCY will develop and construct the PROJECT in accordance with the applicable laws, policies, practices, procedures and standards. This applies to all procurements, including land acquisitions, licenses and permits.

4. AGENCY shall prepare initial engineering and geotechnical assessments, and detailed design as well as acquire environmental reviews and right of way (ROW) needed for the PROJECT.

This work is equivalent to CALTRANS process of Project Initiation Document (PID), Project Approval & Environmental Document (PA&ED) and Plans, Specification and Estimate (PS&E). AGENCY will pay for, coordinate, prepare, obtain, implement, renew, and amend all permits needed to complete the PROJECT. AGENCY will prepare CEQA environmental documentation to meet California Environmental Quality Act (CEQA) requirements.

5. AGENCY will advertise, open bids, award, and approve the construction contract in accordance with the California Public Contract Code and the California Labor Code and will be responsible for the administration, acceptance, and final documentation of the construction contract.

6. CALTRANS shall reimburse AGENCY for actual costs of the PROJECT not exceeding the amount set forth in Section 8 below.

7. CALTRANS shall have the right to inspect the PROJECT work to be performed hereunder at any time during its progress and to make final inspection upon completion thereof. Failure of CALTRANS to object within 30 days after final inspection shall indicate satisfactory performance of this AGREEMENT by AGENCY.

8. The total amount CALTRANS will reimburse to AGENCY pursuant to this AGREEMENT shall not exceed $1,480,000 (“Contract Sum”). Costs incurred by AGENCY for PROJECT work under this AGREEMENT in excess of the Contract Sum will be borne by AGENCY. It is understood and agreed that this AGREEMENT fund limit is an estimate and that CALTRANS will only reimburse the cost of services actually rendered as authorized by the CALTRANS Contract Manager or designee at or below the fund limitation amount set forth in this AGREEMENT and in accordance with the Budget included in Attachment II.

9. All administrative draft and administrative final reports, studies, materials, and documentation relied upon, produced, created or utilized for the PROJECT will be held in confidence to the extent permitted by law, and where applicable, the provisions of California Government Code section 7921.505 shall govern the disclosure of such documents in the event said documents are shared between the PARTIES. Parties will not distribute, release, or share said documents with anyone without prior written consent of the

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party authorized to release said documents except: (i) to employees, agents, and consultants who require access to complete the work described within this AGREEMENT; or (ii) where release is required or authorized by law.

10. HM-1 is defined as hazardous material (including but not limited to hazardous waste) that requires removal and disposal pursuant to Federal or State law, whether it is disturbed by the PROJECT or not. HM-2 is defined as hazardous material (including but not limited to hazardous waste) that may require removal and disposal pursuant to Federal or State law, only if disturbed by the PROJECT.

11. CALTRANS, independent of the PROJECT costs, is responsible for any HM-1 found within existing CALTRANS ROW. CALTRANS will undertake HM-1 management activities with minimum impact to the PROJECT schedule and will pay all costs associated with HM-1 management activities.

12. CALTRANS has no responsibility for management activities or costs associated with HM- 1 found outside the CALTRANS existing ROW. AGENCY, independent of PROJECT costs, is responsible for any HM-1 found within PROJECT limits outside existing CALTRANS ROW, and will pay, or cause to be paid, all costs associated with HM-1 management activities. AGENCY will undertake, or cause to be undertaken, HM-1 management activities with minimum impact to the PROJECT schedule.

13. If HM-2 is found within the limits of the PROJECT, the AGENCY responsible for advertisement, award, and administration (AAA) of the PROJECT construction contract will be responsible for HM-2 management activities. Any management activity cost associated with HM-2 is a PROJECT construction cost.

14. This AGREEMENT may only be amended or modified by mutual written agreement of the PARTIES.

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SECTION II- GENERAL PROVISIONS

1. TERMINATION
A. This AGREEMENT may be terminated by the PARTIES upon mutual written agreement.

In the event of a termination CALTRANS will reimburse AGENCY all allowable, authorized, and non-cancelable obligations and costs incurred by AGENCY prior to the termination.

B. CALTRANS reserves the right to terminate this AGREEMENT before the AGENCY awards the PROJECT construction contract or begins to do project work. CALTRANS will reimburse AGENCY reasonable, allowable, authorized and non-cancelled costs up to the date of termination that are attributable to the PROJECT.

C. This AGREEMENT will terminate upon completion of PROJECT when all PARTIES have met all scope, cost, and schedule commitments included in this AGREEMENT and have signed a closure statement, which is a document signed by the PARTIES that verifies the completion of PROJECT, except that all indemnification, document retention, audit, claims, environmental commitment, pending legal challenge, hazardous material, operation, maintenance and ownership provisions of this AGREEMENT will remain in effect until terminated or modified by mutual written agreement.

D. AGENCY has sixty (60) days after the date this AGREEMENT is terminated or expires, or such other time agreed upon in writing by the PARTIES, to submit invoices to CALTRANS to make final allowable payments for PROJECT costs in accordance with the terms of this AGREEMENT. Failure to submit invoices within this period may result in a waiver by AGENCY of its right to reimbursement of expended costs.

2. BUDGET CONTINGENCY CLAUSE
All obligations of CALTRANS under the terms of this AGREEMENT are subject to the appropriation of resources by the Legislature, and the State Budget Act authority. It is mutually agreed that if the State Legislature does not appropriate sufficient funds for the program, this AGREEMENT shall be amended if possible to reflect any reduction in funds, but nothing herein obligates the PARTIES to provide additional funding or proceed if sufficient funding is unavailable.

3. ALLOWABLE COST, PAYMENTS AND INVOICING
A. The method of payment for this AGREEMENT will be based on actual allowable costs.

CALTRANS will reimburse AGENCY for expended actual allowable direct costs and indirect costs, including, but not limited to labor costs, employee benefits, travel (overhead is reimbursable only if the AGENCY has an approved indirect costs allocation plan) and contracted consultant services costs incurred by AGENCY in performance of the PROJECT work, not to exceed the Contract Sum of the PROJECT.

B. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in the performance of the PROJECT work. AGENCY must not only have incurred the expenditures on or after the EFFECTIVE DATE of this

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AGREEMENT and before the date it is terminated or expires, but must have also paid for those costs to claim any reimbursement.

C. PARTIES will agree upon CALTRANS’ annual reimbursement of the PROJECT costs, throughout its duration. Total reimbursement will not exceed the Contract Sum (as defined in Section I above). The encumbered funds are to be expended and invoiced to CALTRANS by AGENCY by May 1 of the third fiscal year from the fiscal year CALTRANS encumbered them. Any funds encumbered, but not expended by the end of the third fiscal year, will not be reimbursed to AGENCY by CALTRANS.

D. Travel, per diem, and third-party contract reimbursements are PROJECT costs only after those hired by AGENCY to participate in the PROJECT incur and pay those costs.

Payments for travel and per diem will not exceed the rates paid rank and file state employees under current California Department of Human Resources rules current at the EFFECTIVE DATE of this AGREEMENT.

E. CALTRANS will reimburse AGENCY for all allowable PROJECT costs no more frequently and no later than monthly in arrears and as promptly as CALTRANS fiscal procedures permit upon receipt of itemized signed invoices. Invoices shall reference this AGREEMENT Number and shall be signed and submitted electronically to the Contract Manager at the following address:
[email protected] cc: [email protected]
If electronic submittal is not possible, mail invoice to:

California Department of Transportation
Division of Environmental Analysis – Fiscal Analysis Unit, MS 27 1120 N Street, Sacramento, CA 95814-5680
F. Invoices shall include the following information:
1) Invoice Cover Sheet The invoice cover sheet summarizes the previous, current and total amounts billed for the AGREEMENT. Details included on the cover sheet are:
a. “INVOICE” near top of page
b. Invoice Date
c. Contract Number (D43CIAxx000x)
d. Invoice Number [minimum format: City Initials-3-digit Invoice Number (XXX- 001)]
e. Billing period (performance period), specified with beginning and ending dates (towards top of page). All work performed must be during the billing period.

Invoice billing periods must not overlap.
f. Brief description of the work performed
g. Summary of total dollar amount billed to date
i. Previous month invoice balance
ii. Amount billed this month
iii. Total amount billed including current invoice amount h. Total amount due
i. Summary of charges

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i. AGENCY (municipality) labor costs
ii. Sub-Vendor labor costs (consultant)
iii. Sub-vendor direct costs (materials, equipment, miscellaneous itemized costs)
iv. Other direct costs
j. Discounts (if applicable)
k. Remittance information including name and address [MUST match Payee Data Record Declaration of Business Location (Form FA-204) submitted at contract execution or on file]
l. AGENCY Contract Manager’s name, address and phone number m. AGENCY Contract Manager’s signature and signature block n. CALTRANS Contract Manager’s name and address
o. CALTRANS Contract Manager’s signature block.
2) Invoice and Supports
All invoice charges must match the rates on the contract cost proposal and personnel request. (Changes in billing rates must be approved before billing.) The CALTRANS’ Contract Manager must be provided invoices or other documentation with sufficient detail to verify the charges are allowable under this AGREEMENT with sufficient support to allow them to verify charges. Supporting documentation, such as receipts, is required for all costs included on the invoice that are not for hourly or sub-contract labor.

AGENCY labor charges need to show person’s name, hours worked, billing rate and brief description of work performed. Supporting documents (timesheet or payroll report) need to be provided. These documents need to include:
a. Name (first and last)
b. Hours charged
c. Brief description -- identify the work is for the project funded by the Cooperative Implementation Agreement
d. Month, day and year of the charges (must be within the billing period) e. Worker and supervisor’s signatures (Exceptions can be made for electronic timesheets.) All overtime must be approved in advance by the CALTRANS Contract Manager.

Direct costs (such as material costs, vehicle rental) are reimbursable. These costs need to be verified, therefore, a copy of the receipt, paid purchase order or other documentation that shows the items and cost needs to be attached to the invoice.

AGENCY personnel travel costs may be reimbursed according to the Consultant and Contractor travel guidelines located on the CALTRANS’ website at:
www.dot.ca.gov/hq/asc/travel/ch12/1consultant.htm. The Travel Expense Claim (TEC) form is available at: www.dot.ca.gov/hq/asc/travel/ch5/1tec.htm.

Subcontractor costs are reimbursed after providing a copy of the paid invoice. This invoice needs to show that the AGENCY contract manager reviewed and approved the

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payment. CALTRANS requires its vendors to submit proof of costs incurred, such as timesheet or payroll records, travel reimbursement form (that includes the reason and dates for travel) with receipts, receipts for materials, lab services or other items) and CALTRANS assumes the AGENCY has similar requirements that are documented. 3) Progress Reports
Each invoice needs to be accompanied by a progress report for the billing period. This report includes:
a. Work performed during the billing period (can be in a bullet format) b. Contract progress estimate -- percentage of work completed (not dollar based) c. Work anticipated during the next billing cycle (can be in a bullet format) d. Total amount spent during the billing period (AGENCY personnel, AGENCY direct costs, subcontractor costs and total)
e. Total amount spent to date (AGENCY, subcontractor, total) f. CIA not to exceed amount
g. Percentage of Cooperative Implementation Agreement (CIA) funds used to date. [Total (AGENCY and subcontractor)/CIA not to exceed amount)]

4. COST PRINCIPLES
A. If PARTIES fund any part of PROJECT with state or federal funds, each PARTY will comply, and will ensure that any sub-recipient, contractor or subcontract hired to participate in PROJECT will comply with the federal cost principles and administrative requirements of 2 CFR, Part 200. These principles and requirements apply to all funding types included in this AGREEMENT.

B. Any PROJECT costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Title 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the PARTIES hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS.

C. The PARTIES will maintain and make available to each other all PROJECT related documents, including financial data, during the term of this AGREEMENT. PARTIES will retain all PROJECT-related records for three (3) years after the final payment voucher.

5. INDEMNIFICATION
Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this AGREEMENT. It is understood and agreed that AGENCY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual,

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inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

6. RETENTION OF RECORDS/AUDITS
A. AGENCY, its contractors, subcontractors and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred PROJECT costs. The accounting system of AGENCY, its contractors, all subcontractors, and sub- recipients shall conform to Generally Accepted Accounting Principles (GAAP), shall enable the determination of incurred costs at interim points of completion, and shall provide support for reimbursement payment vouchers or invoices. All books, documents, papers, accounting records and other supporting papers and evidence of performance under this AGREEMENT of AGENCY, its contractors, subcontractors and sub-recipients connected with PROJECT performance under this AGREEMENT shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government during business hours with appropriate notice. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors and sub-recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs under this AGREEMENT, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits.

B. AGENCY, its sub-recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other AGENCY of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this AGREEMENT.

C. This AGREEMENT shall be subject to a pre-award audit prior to execution of the AGREEMENT to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs.

D. CALTRANS, the state auditor, and the Federal Government, (if the PROJECT utilizes federal funds), will have access to all PROJECT-related records held by AGENCY or by any party hired by AGENCY to participate in PROJECT.

E. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation.

F. Upon completion of the final audit, AGENCY has thirty (30) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit.

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7. DISPUTES
A. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level.

If they cannot resolve the dispute themselves, the CALTRANS Chief Environmental Engineer and the executive officer of AGENCY will attempt to negotiate a resolution.

B. If PARTIES do not reach a resolution, AGENCY’s legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

C. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the PROJECT in accordance with the terms of this AGREEMENT.

However, if either PARTY stops fulfilling PROJECT obligations, the other PARTY may seek equitable relief to ensure that the PROJECT continues.

D. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or 45 calendar days after filing the written mediation request, whichever occurs first.

E. PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. The prevailing PARTY will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this AGREEMENT or to enforce the provisions of this article including equitable relief.

F. Additional Dispute Remedies. PARTIES maintain the ability to unanimously pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.

8. RELATIONSHIP OF PARTIES
It is expressly understood that this AGREEMENT is an agreement executed by and between two independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party.

9. NOTIFICATION OF PARTIES
A. AGENCY:

Jarrett Rasmussen, Junior Engineer, [email protected], 9 25960-4519
B. CALTRANS: Ken Johansson, Stormwater Program Manager, [email protected], 9916-956-8170.

C. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the PARTIES at their respective addresses:

City of Livermore
Jarrett Rasmussen
1052 South Livermore Avenue, Livermore, CA 94550
California Department of Transportation

EXHIBIT A

156
City of Livermore
CIA No. D43CIALIV0001

Division of Environmental Analysis - MS 27
Attention: Ken Johansson
1120 N Street, Sacramento, CA 95814-5680

EXHIBIT A

157
City of Livermore
CIA No. D43CIALIV0001

SECTION III ATTACHMENTS
The following attachments are incorporated into and are made a part of this AGREEMENT by this reference and attachment.

I. AGENCY Resolution, Certification of Approval, order, motion, ordinance or other similar document from the local governing body authorizing execution of the AGREEMENT.

II. Scope of Work, Description, Schedule, Location and Budget .

SECTION IV- SIGNATURES
Signatories may execute this AGREEMENT through individual signature pages provided that each signature is an original. This AGREEMENT is not fully executed until all original signatures are attached. PARTIES are empowered by California Streets and Highways Code (SHC) sections 114 and 130 to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenant to have followed all the necessary legal requirements to validly execute this AGREEMENT.

STATE OF CALIFORNIA CITY OF LIVERMORE

DEPARTMENT OF TRANSPORTATION
Si
gnature: Signature:

Print Name: KEN JOHANSSON Print Name: JOEL WAXDECK
Title: Stormwater Coordinator Title: City Engineer
Date: Date:

Signature: Signature:

Print Name: HARDEEP TAKHAR Print Name: MARIANNA MARYSHEVA Title: Assistant Chief, Division of
Environmental Analysis
Title: City Manager
Date: ________________________ Date: ___________________________ Si
gnature: Approved As to Form:
________________________ ____________________________
Print Name: JEREMY KETCHUM Print Name: TARA MAZZANTI
Title: Chief, Division of Title: Assistant City Attorney Environmental Analysis
Date: _________________________ Date: _____________________________

EXHIBIT A

158
1 ATTACHMENT II

SCOPE SUMMARY
City of Livermore Water Capture Project
Introduction
Trash capture device 6000 (TCD 6000) will capture runoff from 78.9 acres of the city of Livermore and 2.3 acres from Caltrans, of which 2.3 acres are Significant Trash Generating Areas (STGAs). The project is located at the outlet control structure for the El Charro development hydromodification basin #1, which is located east and adjacent to El Charro Road, South of W. Jack London Boulevard, north of Arroyo Las Positas, and west of Livermore Outlets Drive (see Figure 1).

Background
The city of Livermore is located in Alameda County and as such is subject to the requirements contained in the second five-year term of the Municipal Regional Permit (MRP) issued by the San Francisco Bay Regional Water Board (Board).

The city is required to comply with section C.10 of the MRP which requires the removal of trash from the city’s Municipal Separate Storm Sewer System (MS4) before it discharges to the receiving water bodies. Specifically, the city must capture debris greater than 0.5 mm in runoff from trash generating areas for the 1-year 1-hour storm event. Trash generating areas were mapped for the city to develop the baseline trash generation for the city and reported to the Board. The city is required to capture 100% of trash generating areas by June 30, 2025.

Proposed Project
TCD 6000 (Figure 1 Figure 1and Figure 2) will be installed at the outlet control structure for the El Charro development hydromodification basin #1, which is located east and adjacent to El Charro Road, South of W. Jack London Boulevard, north of Arroyo Las Positas, and west of Livermore Outlets Drive. The TCD is located near the boundary of the City of Livermore with the City of Pleasanton. Two potential alternatives for this location are: 1) louvered panels (5- millimeter) installed at an angle along a concrete channel intake for the outlet control structure 2) a connector pipe screen (CPS) unit installed on the 36” outflow pipe of the outlet control structure.

All dry-weather urban runoff and the first flows of wet-weather runoff will be conveyed to TCD 6000, from the area adjacent to eastbound I-580 and El charro Road and the commercial area east of El Charro Road. TCD 6000 will be an approved Full Capture System (FCS) device that will remove trash and debris before discharging to Arroyo Las Positas.

EXHIBIT A

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2 Figure 1: Project Vicinity
The project will involve an evaluation of the current outlet control structure and hydraulic design to ensure the design flow rates will still be able to be conveyed with the proposed modifications to the outlet control structure.

The site would capture discharges from a tributary area of approximately 78.9 acres (see Figure 2). The drainage area is split between three jurisdictions: the City of Livermore, Caltrans, and the City of Pleasanton. Caltrans tributary area includes discharge from approximately 2.3 acres of I- 580 drainage (of which 2.3 acres are STGA).

The project involves initial engineering, boundary research, utility locating, detailed design, environmental compliance, and installation of the TCD. The City of Livermore will file a CEQA Categorical exemption for the site. It is assumed that environmental permitting will not be required at this location.

The project will include a Memorandum of Understanding (MOU) with the City of Livermore for the long-term operation and maintenance of the constructed water capture facility.

EXHIBIT A

160
3 Figure 2: Proposed TCD Location and Drainage Area

EXHIBIT A

161
4 Cost Estimate
The following planning-level cost estimate has been prepared for TCD 6000. The cost estimate is based on a conceptual project design. These estimates consider the costs associated with design, an environmental assessment, construction, contingency, and mobilization. The cost estimate will be subject to adjustment as more information becomes available during detailed design.

Preliminary Budget
• Mobilization/Demolition and Miscellaneous $20,000
• Construction $30,000
Construction Subtotal:
$ 50,000
• Construction Contingency $11,000
Construction Total: $61,000
• Planning and Design $29,000
Project Total: $90,000
Preliminary Project Schedule
These dates are subject to refinement as the project is developed. - Approval of 20% Design 4/5/2024
- Complete Additional Site Investigation 6/28/2024
- Construction Drawings – 60% Milestone 8/23/2024
- Construction Drawings – 90% Milestone 10/18/2024
- Secure Regulatory Permits 10/18/2024 (CEQA CatEx)
- Construction Drawings – 100% Complete 11/15/2024
- Advertise for Bids 2/7/2025
- Award Construction Contract 3/7/2025
- Commence Construction (6 months) 3/10/2025
-Complete As-Builts 9/9/2025
- Deadline to Bill Caltrans for FY23/24 Funding Allocation 5/1/2024 *City may request adjustments to the schedule line items except for the deadlines to expend Caltrans funding allocations.

EXHIBIT A

162
1 ATTACHMENT II

SCOPE SUMMARY
City of Livermore Water Capture Project
Introduction
Trash capture device 550 (TCD 550) will capture runoff from 182.6 acres of the city of Livermore and 15.92 acres from Caltrans, of which 8.6 acres are Significant Trash Generating Areas (STGAs).

The project is located on Southfront Lane, between Southfront Road and First Street (see Figure 1). The City of Livermore is subject to the San Francisco Bay Regional Water Quality Control Board’s (Water Board’s) Municipal Regional Stormwater National Pollutant Discharge Elimination System (NPDES) Permit (MRP). Under the updated MRP, known as MRP 3.0, Bay Area cities within the MRP jurisdiction must reduce the amount of trash discharging from their storm drainage systems by 100 percent by June 30, 2025.

Caltrans is required to prevent the discharge of trash from 8,910 acres in accordance with the San Francisco Bay Water Board issued trash discharge Cease and Desist Order (CDO) (No. R2-2019- 0007 as amended by R2-2021-0030) by 2026. Further, Caltrans is required to reduce PCB and Mercury loading from 2,970 acres of ROW tributary to the San Francisco Bay in accordance with Attachment D of the Caltrans NPDES Permit (Order 2022-0033-DWQ).

The Caltrans NPDES Permit allows an acreage credit of three times the credit recognized for Caltrans funded regional partnership projects that reduce PCB and Mercury loading in old industrial areas. Caltrans and Livermore will work with the San Francisco Bay Water Board individually to determine appropriate PCB and mercury reduction crediting toward their respective stormwater NPDES permit requirements based on the land uses within the treatment shed and removal efficiencies of the installed devices.

Background
The city of Livermore is located in Alameda County and as such is subject to the requirements contained in the second five-year term of the Municipal Regional Permit (MRP) issued by the San Francisco Bay Regional Water Board.

The MRP requires compliance with TMDL requirements, specifically the San Francisco Bay Mercury TMDL (SFRWQCB, 2004, amended by SFRWQCB, 2006) and the San Francisco PCB TMDL (SFRWQCB, 2008). Water quality objectives were established in each TMDL to protect beneficial uses of the impaired receiving water, mainly San Francisco Bay. PCB concentrations tend to be highest in sediments, thus typical bioaccumulation starts with bottom-feeding species and transfers along the flood chain, with the additional issue of biomagnification (increased concentrations in organisms higher up on the food chain) known to occur with PCBs. Mercury is also strongly associated with sediments and builds up through bioaccumulation and biomagnification. Methylmercury, the organic form of mercury, is of particular concern due to the toxicity and increased bioavailability to aquatic organisms. Overall, the consumption of some fish in San Francisco Bay can be a threat to human health given the elevated levels of PCBs and

EXHIBIT A

163

2 mercury in fish tissue. The legacy nature of the pollutants of concerns and lack of knowledge on dispersion and degradation processes contributed to the uncertainty in future conditions.

The PCB TMDL established two water quality objectives; a fish tissue target of 10 micrograms per kilogram (µg/kg) and a sediment target of 1 µg/kg based on a food web model developed by the San Francisco Estuary Institute (SFEI). To achieve these objectives, the total mass of PCBs in the active layer of the Bay must be reduced to 160 kilograms. Based on a mass budget model in the TMDL, external loads to the Bay must be reduced to 10 kilograms per year to achieve the required reduction within 30 years. The waste load allocation (WLA) for urban stormwater is 2 kilograms per year, which must be achieved by 2030. Allocations were further broken down by County based on respective Bay-side populations in the year 2000, resulting in a WLA for Alameda County of 0.2 kilograms per year. The baseline PCB load from stormwater runoff was estimated at 20 kilograms per year, based on grab samples from Water Year (WY) 2005, resulting in a required load reduction of 10 kilograms per year (90% reduction).

The Mercury TMDL established two water quality objectives; a fish tissue target applying to 60- centimeter-long striped bass of 0.2 mg/kg (to protect consumption of fish) and a fish target applying to 3-5-centimeter-long fish of 0.03 mg/kg (to protect aquatic organisms and wildlife). To achieve these objectives, the suspended sediment mercury concentration must be reduced to 0.2 mg/kg dry sediment. The WLA for mercury in stormwater is 82 kilograms per year, of which Alameda County has a WLA of 8.4 kilograms per year. T he baseline/existing load from urban stormwater was estimated at 160 kilograms per year, based on box models for sediment and mercury corresponding to WY 2003. The required load reduction from stormwater is therefore 78 kilograms per year. MRP Permittees are responsible for a load reduction of 62 kilograms per year, to be achieved by 2028, of which Alameda County is responsible for reducing 8.0 kilograms per year.

These reduction rates are required by the MRP as part of the process to achieve compliance with the Mercury and PCBs TMDLs for San Francisco Bay. Alameda County permittees are also required to reduce trash discharges to the Bay from municipal storm drain systems. This requirement began with the issuance of the first MRP in 2009, with a 40% reduction required in 2014. Under the current MRP term, no adverse impact on receiving waters from trash is required by 2025.

These reductions will largely be accomplished through the implementation of green infrastructure, including stormwater capture and use and/or infiltration to groundwater. SMCWPPP developed a countywide Storm Water Resource Plan (SWRP) that focuses primarily on stormwater capture with a multi-benefit approach to overall water resources planning, including water quality. This plan is being followed by local Green Infrastructure Plans (GI Plans) to meet MRP requirements. Development of the GI Plans will be a multi-year effort that includes preparation of a reasonable assurance analysis (RAA) to demonstrate that long-term GI Plan implementation by all MRP permittees will reduce PCB loads by three kilograms per year by 2040.

Proposed Project

EXHIBIT A

164
3 TCD 550 (Figure 1 and Figure 2) will be installed at the culvert on Southfront Lane, between Southfront Road and First Street, on Caltrans right-of-way. The culvert consists of two 4 adjacent feet high by 6 feet wide reinforced concrete boxes. The proposed TCD will be either a diversion structure, which will convey stormwater to an offline hydrodynamic separator (HDS), or an inline debris separating baffle box (DSBB). All dry-weather urban runoff and the first flows of wet- weather runoff will be conveyed to TCD 550 from a ditch adjacent to eastbound I-580 and Southfront Road. TCD 550 will be an approved Full Capture System (FCS) device that will remove trash, debris, and sediment before conveying the water to the existing downstream pipe.

Figure 1: Project Vicinity
The project will utilize the storm drain master plan model for the City of Livermore for device sizing. The 1-year 1-hour storm event will be developed within the existing model to determine trash flow rates and impacts due to head loss on the system during the 10-year event at the FCS location. Coordination with state approved FCS device manufacturers will occur to obtain device and bypass head loss values, maintenance information, and costs.

The site would capture discharges from a tributary area of approximately 199.3 acres (see Figure 2). The drainage area is split between two jurisdictions: the City of Livermore and Caltrans.

Caltrans tributary area includes discharges from approximately 15.9 acres of I-580 drainage (of which 8.6 acres are STGA).

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165
4 The project involves initial engineering and geotechnical assessments, topographical survey, boundary research, and utility locating, detailed design, environmental compliance, construction of a diversion structure (if needed), installation of the TCD, disposal of excavated soil, and reconstruction of disturbed portions of the site. The City of Livermore will file a CEQA Categorical exemption for the site; therefore, it is assumed that environmental permitting will not be required at this location.

The project will include a Memorandum of Understanding (MOU) with the City of Livermore for the long-term operation and maintenance of the constructed water capture facility.

Figure 2: Proposed TCD Location and Drainage Area
Cost Estimate

EXHIBIT A

166
5 The following planning-level cost estimate has been prepared for TCD 550. The cost estimate is based on a conceptual project design. These estimates consider the costs associated with design, an environmental assessment, construction, contingency, mobilization, and site preparation. The cost estimate will be subject to adjustment as more information becomes available during detailed design.

EXHIBIT A

167
6 Preliminary Budget
 Mobilization/Demolition and Miscellaneous $90,000
 Site Preparation $20,000
 Construction. $490,000
Construction Subtotal: $ 600,000
 Construction Contingency $150,000
Construction Total: $750,000
 Planning and Design $160,000
Project Total: $910,000
Preliminary Project Schedule
These dates are subject to refinement as the project is developed. - Approval of 20% Design 4/5/2024
- Complete Additional Site Investigation 6/28/2024
- Construction Drawings – 60% Milestone 8/23/2024
- Construction Drawings – 90% Milestone 10/18/2024
- Secure Regulatory Permits 10/18/2024 (CEQA CatEx)
- Construction Drawings – 100% Complete 11/15/2024
- Advertise for Bids 2/7/2025
- Award Construction Contract 3/7/2025
- Commence Construction (6 months) 3/10/2025
-Complete As-Builts 9/9/2025
*City may request adjustments to the schedule line items except for the deadlines to expend Caltrans funding allocations.

EXHIBIT A

168

CITY COUNCIL STAFF REPORT
ITEM NO. 5.8

DATE:

May 13, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing execution of a ten-year Master License Agreement for Wireless Facilities on Vertical Infrastructure in the Public Rights-of-Way between the City of Livermore and New Cingular Wireless PCS, LLC to provide the general framework for the installation and maintenance of small cell antennas and associated equipment on City streetlights within the City's rights-of-way.

RECOMMENDED ACTION

Staff recommends that the City Council adopt a resolution:

1 .

Finding the approval of the Master License Agreement for small cell wireless facilities is not a project within the meaning of CEQA Guidelines Section 15378 because it has no potential for resulting in physical change in the environment, directly or indirectly. It is also exempt under the commonsense exemption set forth in CEQA Guidelines Section 15061(b)(3). Approval of small cell wireless facilities that may be approved by the Master License Agreement are exempt under CEQA Guidelines Sections 15301 (Existing Facilities) as minor additions to existing facilities and/or 15303 (New Construction or Conversion of Small Structures) for new, small facilities or structures; and
2 .

Authorizing the City Manager to sign the Master License Agreement between the City of Livermore and New Cingular Wireless PCS, LLC, to provide the general framework for the installation and maintenance of small cell antennas and associated equipment on City streetlights within the City’s rights-of-way.

SUMMARY
One of the City Council's goals is to improve wireless communication services throughout the City of Livermore (City). New Cingular Wireless PCS, LLC (AT&T) requested to enter into the City’s Master License Agreement for purposes of installing and maintaining their wireless communications facilities, consisting of small cellular wireless antennas and associated equipment, throughout the City on City owned streetlights within the public rights-of-way.

169
To meet the Council’s goal for improving wireless communication services throughout the city, staff and AT&T have negotiated a Master License Agreement. This agreement provides the general framework within which AT&T will install their wireless communication facility infrastructure. Detailed approvals of the installation will occur through the issuance of one or more site licenses and/or encroachment permits by the City.

DISCUSSION
New Cingular Wireless PCS, LLC (AT&T), a wireless communication company based out of Texas, has proposed to improve wireless service throughout the city by installing small cell antennas and associated equipment on City streetlights within the City’s rights-of-way. AT&T has their certificate of public convenience from the California Public Utility Commission (CPUC) which gives AT&T the authority to locate their services in the public right of way. These rights pre-empt some of the discretionary authority the City has in determining approvals of these proposed installations within the public right of way. Staff met with AT&T to understand their proposed project and explore options that would allow them to provide this service consistent with each other’s rights. It was determined by both staff and AT&T, that a Master License Agreement would be the appropriate mechanism to allow this to happen. The agreement will provide for the process and general framework within which AT&T will install and maintain their wireless communications facilities. As part of this framework, the City has no obligation to allow these facilities to be installed on decorator streetlights nor upon any traffic signal infrastructure. Certain other specific physical design aspects of the infrastructure, aesthetics, locations and detailed approvals of the installation will occur through the issuance of one or more individual site licenses and/or encroachment permits by the City.

In accordance with this agreement, upon the submission of a site license application and review by staff, AT&T will first obtain a site license for a specific location for their wireless communication facility. Once the location, physical and aesthetic design aspects have been reviewed and approved by the City, the City will issue a site license to AT&T for that location. AT&T will then obtain encroachment permits from the City to install and maintain their wireless communications facilities on City streetlights within the City’s rights-of-way based upon their approved site licenses and in compliance with the provisions of all City codes, ordinances, standards and specifications. To minimize impacts of trenching in the streets and sidewalks, when necessary, AT&T will coordinate with other telecommunication companies to perform their work jointly when possible. AT&T must coordinate with the City to avoid possible conflicts with public capital improvement projects including the City’s annual street resurfacing program.

Staff will update and educate the general public through social media, including the locations of the antennas as they are applied for, aesthetic aspects of their installations and the benefits that will be gained by this service.

FISCAL AND ADMINISTRATIVE IMPACTS

AT&T will pay the City a $3,000 one-time Master License Agreement administrative fee, a $270 annual license fee for each approved site license that increases by 3% annually, and a minimum $1,474 one- time site license administrative fee for the processing and issuance of each encroachment permit. These fees are based upon actual costs incurred for reviewing and approving each of the items listed above.

COMMUNITY PILLAR

170
4: Inclusive and Inviting Spaces and Places.

GOAL

6: Provide effective support for community events.

ATTACHMENTS

1. Resolution

2. Exhibit A - Master License Agreement

Prepared by: Mike Pato
Management Analyst II

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
171
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A TEN-YEAR MASTER LICENSE

AGREEMENT FOR WIRELESS FACILITIES ON VERTICAL INFRASTRUCTURE IN

THE PUBLIC RIGHTS-OF-WAY BETWEEN THE CITY OF LIVERMORE AND NEW

CINGULAR WIRELESS PCS, LLC TO PROVIDE THE GENERAL FRAMEWORK FOR

THE INSTALLATION AND MAINTENANCE OF SMALL CELL ANTENNAS AND ASSOCIATED EQUIPMENT ON CITY STREETLIGHTS WITHIN THE CITY’S

RIGHTS-OF-WAY
One of the City Council’s goals is to improve wireless communication services throughout the City of Livermore (City).

New Cingular Wireless PCS, LLC (AT&T) requested entry into the City of Livermore’s Master License Agreement for purposes of installing and maintaining their wireless communications facilities, consisting of small cellular wireless antennas and associated equipment, throughout the City on City owned streetlights within the public rights-of-way.

To meet the City Council’s goal for improving wireless communication services throughout the City, City staff and AT&T have negotiated a draft Master License Agreement. This Agreement provides for the general framework within which AT&T will install their wireless communication facility infrastructure. Detailed approvals of the installation will occur through the issuance of one or more site licenses and/or encroachment permits by the City.

NOW THEREFORE BE IT RESOLVEDby the City Council of the City of Livermore that it hereby:

1. Finds that the approval of the Master License Agreement for small cell wireless facilities is not a project within the meaning of CEQA Guidelines Section 15378 because it has no potential for resulting in physical change in the environment, directly or indirectly. It is also exempt under the common sense exemption set forth in CEQA Guidelines Section 15061(b)(3). Approval of small cell wireless facilities that may be approved by the Master License Agreement are exempt under CEQA Guidelines Sections 15301 (Existing Facilities) as minor additions to existing facilities and/or 15303 (New Construction or Conversion of Small Structures) for new, small facilities or structures.

2. Authorizes the City Manager to sign, on behalf of the City of Livermore, a Master License Agreement between the City of Livermore and New Cingular Wireless PCS, LLC, to provide the general framework for the installation and maintenance of small cell antennas and associated equipment on City streetlights within the City’s rights-of- way. A copy of the agreement is attached as Exhibit A and is incorporated by this reference.
172
RESOLUTION NO. ________

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

On motion of Council Member _______________________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on May 13, 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_______________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – AT&T Master License Agreement
173

MASTER LICENSE AGREEMENT FOR WIRELESS FACILITIES ON VERTICAL

INFRASTRUCTURE IN THE PUBLIC RIGHTS-OF-WAY

between

CITY OF LIVERMORE,
a California municipal corporation

and

NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company

EFFECTIVE DATE: _________________

EXHIBIT A

174
MLA for Wireless Facilities in ROW i
Rev. 8/2019
Table of Contents
GENERAL DEFINITIONS ................................................................................................. 2 SCOPE OF LICENSE ...................................................................................................... 6 Site License Issuance and Effect ............................................................................... 6 License Area ............................................................................................................. 6 Limitations on License Areas .......................................................................... 6 License Area Condition ................................................................................. 6 Licensee’s Due Diligence .............................................................................. 7 Certified Access Specialist Disclosure .......................................................... 7 Limitations on Licensee’s Interests .......................................................................... 7 Limited Interest Created ................................................................................ 7 Limited Rights Created .................................................................................. 7 No Impediment or Limitations on City’s Municipal Functions ............................ 7 Diminutions in Light, Air, or Signal Transmission or Reception ........................ 8 TERM ............................................................................................................................... 8 Master License Term .................................................................................................. 8 Site License Term ...................................................................................................... 8 SITE LICENSE FEE AND OTHER PAYMENTS .............................................................. 8 Site License Fee ........................................................................................................ 8 Site License Fee Amount ................................................................................ 8 Site License Fee Payment .............................................................................. 8 Annual Site License Fee Adjustment .............................................................. 9 Administrative Fees .................................................................................................... 9 Master License Administrative Fee ................................................................. 9 Site License Administrative Fee ..................................................................... 9 Late Charges .............................................................................................................. 9 Liquidated Charges and Fees ..................................................................................... 9 City’s Payment Address .............................................................................................10 USE ................................................................................................................................10 Permitted Use ...........................................................................................................10 Small Cell, Distributed Antenna System, and Distributed Network System Installations Only ..........................................................................................................................10 Prohibition on Nuisances and Illegal Uses .................................................................10 Signs or Advertisements ............................................................................................11 Repair and Replacement ..........................................................................................11 SITE LICENSES .............................................................................................................11 City Approval Required ..............................................................................................11 Site License Application .............................................................................................11

EXHIBIT A

175
MLA for Wireless Facilities in ROW ii
Rev. 8/2019
Site License Application Review Procedures ..............................................................12 Site License Application Priority .....................................................................12 Timeframe for City’s Review ........................................................................12 City Staff Augmentation .................................................................................12 Consultation with Other City Departments ...................................................13 Amendments to Site License Applications ...................................................13 Site License Application Approvals ..............................................................13 Site License Application Denials ..................................................................14 Replacement Vertical Infrastructure ........................................................................14 EQUIPMENT INSTALLATION .........................................................................................15 Prior Regulatory Approvals Required .........................................................................15 Acknowledgment Letter as Licensee’s Notice to Proceed ..........................................15 Installation Work .......................................................................................................15 Changes to Approved Plans Required by Regulatory Approvals ...................15 Corrections to Approved Plans ....................................................................15 Alterations to City Property ..........................................................................15 Licensee’s Contractors .................................................................................16 Labor and Material Costs .........................................................................................16 Project Managers .....................................................................................................16 Coordination with the City ..........................................................................................17 Title to Licensee’s Equipment and Other Improvements.............................................17 Prevailing Wages ......................................................................................................17 Replacement or Upgrade of Equipment Shown on the Approved Plans ....................18 As Built Plans............................................................................................................18 LICENSEE’S MAINTENANCE OBLIGATIONS ................................................................18 Equipment Repair and Maintenance .........................................................................18 Damage to Vertical Infrastructure ............................................................................19 Notice to City ................................................................................................19 Damage Caused by Licensee ......................................................................19 No Right to Repair Vertical Infrastructure ......................................................19 Graffiti Abatement .....................................................................................................19 Maintenance Work Performance Standards ...............................................................20 Maintenance Certification..........................................................................................20 UTILITIES .......................................................................................................................20 TAXES, ASSESSMENTS, AND OTHER IMPOSITIONS .................................................20 LICENSEE’S OBLIGATIONS TO MAINTAIN COMPLIANCE WITH LAWS .....................21 Compliance with CPUC General Orders ...................................................................21 Compliance with Building and Electric Codes ...........................................................21

EXHIBIT A

176
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Compliance with RF Exposure Regulations ..............................................................21 PUBLIC WORKS’ OPERATIONS ....................................................................................21 City’s Access to License Area .................................................................................21 City’s Maintenance, Repair, or Alteration of Vertical Infrastructure ..........................21 City’s Maintenance, Repair, or Alteration of Other City Property .............................22 Emergencies .............................................................................................................22 EMERGENCY CONTACTS ......................................................................................23 Coordination of Emergency Events ...............................................................23 Licensee’s Duty to Maintain Current Emergency Contacts ............................23 Licensee’s Response to Network Emergency ................................................23 City’s Duty to Maintain Emergency Contacts .................................................23 INDEMNIFICATION ........................................................................................................23 Licensee’s Indemnification Obligations .....................................................................23 Licensee’s Defense of City ......................................................................................24 INSURANCE ...................................................................................................................24 LIMITATIONS ON LIABILITY ..........................................................................................24 General Limitation on City’s Liability .........................................................................24 Consequential, Indirect, or Punitive Damages...........................................................25 No Relocation Assistance .........................................................................................25 Mutual Personal Liability Waiver ..............................................................................25 HAZARDOUS MATERIALS ............................................................................................25 Hazardous Materials in the License Area ................................................................25 Hazardous Material Release Notice ........................................................................26 Licensee’s Hazardous Material Indemnification Obligations ...................................26 INTERFERENCE ............................................................................................................26 Licensee’s Obligations Not to Cause Communication or Computer Equipment Inference ...................................................................................................................27 Interference Caused by a Change in City’s Use ........................................................27 Interference Caused by City Access .........................................................................27 DEFAULT ........................................................................................................................28 Defaults and Cure Periods ........................................................................................28 Licensee’s Remedies ................................................................................................28 City’s Remedies .......................................................................................................28 License Continuation ....................................................................................28 Site License Termination ...............................................................................28 Default Fees ..................................................................................................28 Cumulative Remedies ...............................................................................................29 TERMINATION ...............................................................................................................29

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Master License Termination by Licensee ..................................................................29 Site License Termination by Licensee .......................................................................29 Master License Termination by City ..........................................................................29 Site License Termination by City ...............................................................................29 ASSIGNMENT AND OTHER TRANSFERS ....................................................................30 General Restriction on Assignment and Other Transfers .....................................30 General Assignment and Other Transfer Procedures ................................................30 Proposed Assignment Notice ........................................................................30 City’s Response to Proposed Assignment Notice .....................................30 Permitted Assignments ...........................................................................................31 General Authorization ....................................................................................31 Conditions on Permitted Assignments ...........................................................31 Effect of Assignment or Other Transfer .....................................................................31 Assumption by Assignee or Transferee.....................................................................31 LICENSEE’S CUSTOMERS AND CO-LOCATORS ........................................................32 DAMAGE OR DESTRUCTION OF LICENSE AREA ......................................................32 City’s Rights after Damage or Destruction ..............................................................32 City’s Election to Repair or Replace Vertical Infrastructure .........................32 City’s Election to Remove Vertical Infrastructure .........................................33 City’s Election to Remove Equipment ..........................................................33 Licensee’s Rights after Termination ........................................................................33 Licensee’s Statutory Waiver ....................................................................................33 CONDEMNATION ...........................................................................................................33 Permanent Takings ..................................................................................................33 Termination Rights after Condemnation .........................................................33 Award ............................................................................................................33 No Statutory Right to Terminate .....................................................................34 Temporary Takings ...................................................................................................34 RECORDS ......................................................................................................................34 General Record Maintenance and Inspection ...........................................................34 Equipment Inspections and Audits ............................................................................34 Estoppels ..................................................................................................................35 RULES AND REGULATIONS .......................................................................................35 SURRENDER OF LICENSE AREA .................................................................................35 Licensee’s Removal and Restoration Obligations .....................................................35 Abandonment ...........................................................................................................35 Hold Over .................................................................................................................35 SURETY BOND ..............................................................................................................36

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Surety Bond Amount .................................................................................................36 Bond Amount Replenishment ..................................................................................36 Bond Application .......................................................................................................36 MISCELLANEOUS PROVISIONS ...................................................................................36 Notices......................................................................................................................36 Waivers .....................................................................................................................37 Integration; Amendments ..........................................................................................38 Interpretation.............................................................................................................38 General .........................................................................................................38 Joint and Several Liability ..............................................................................38 Captions and Other Reference Material ........................................................38 Time ..............................................................................................................39 Inclusive Words and/or Phrases .....................................................................39 Successors and Assigns ...........................................................................................39 Brokers .....................................................................................................................39 Governing Law; Venue .............................................................................................39 Litigation Fees and Costs ........................................................................................40 Recording .................................................................................................................40 No Third-Party Beneficiaries .....................................................................................40 Non-Discrimination....................................................................................................40 Survival .....................................................................................................................40 Severability ...............................................................................................................41 Deductibles and Self-Insured Retention ..............................................................................49 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 Licensee or its parent company. In the event that the City of Livermore has tendered a claim to Licensee/Lessee, or its insurer, or its insurer has denied coverage to the City of Livermore, Licensee/Lessee (in a local ________ office) will make available to the City of Livermore within fifteen (15) days of the City’s written request to Licensee/Lessee, a copy of actual, authentic and applicable insurance policies for review (but not for copying, faxing or otherwise reproducing any part of any policy or other insurance correspondence), subject to the City of Livermore first executing Licensee’s/Lessee's standard non-disclosure agreement. The policy review is limited to no more than three days during a consecutive six-month period and must be conducted during Licensee’s normal business hours while the City of Livermore’s representative is accompanied by a Licensee/Lessee Risk Management professional. Upon completion of review no copies will be made and all policies will be returned to Licensee’s/Lessee’s Corporate Risk Management Department Failure to exercise this right shall not constitute a waiver of right to exercise later. ..............................................................................................................49 Acceptability of Insurers ......................................................................................................50 Other Insurance Provisions ..................................................................................................50

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Verification of Coverage .......................................................................................................50

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MASTER LICENSE AGREEMENT FOR WIRELESS FACILITIES ON VERTICAL

INFRASTRUCTURE IN THE PUBLIC RIGHTS-OF-WAY
This Master License Agreement for Wireless Facilities on Vertical Infrastructure in the Public Rights-of-Way (this “ Master License ”) dated _____________, 2024 (the “Effective Date ”) is between the CITY OF LIVERMORE , a California municipal corporation (the “ City”), and NEW CINGULAR WIRELESS PCS, LLC , a Delaware limited liability company(“Licensee”).

RECITALS
A. Technological developments in wireless communications, new and reallocated electromagnetic spectrum band licenses and consumer demand for high-speed mobile broadband, and other information services have caused wireless service providers to invest in distributed antenna system (“DAS”), distributed network systems (“DNS”), and so-called “small cell” deployments that typically utilize smaller equipment placed on existing infrastructure in the public rights-of-way that serve a smaller physical area than as compared to traditional “macro cell” deployments on freestanding towers or rooftops.

B. The City owns, as its personal property, certain Vertical Infrastructure in or on the public rights-of-way within the City’s jurisdictional boundaries that may be suitable or useful as support structures for Licensee’s Equipment and City has the right and authority to license use of such Vertical Infrastructure to Licensee.

C. Licensee installs, maintains, and operates wireless facilities as its principal business, and represents to City that Licensee holds all Regulatory Approvals to install and maintain Equipment in public rights-of-way and provide wireless broadband services within the geographic area that encompasses the City’s jurisdictional boundaries.

D. Licensee desires to install, maintain, and operate wireless facilities on the City’s Vertical Infrastructure.

E. The parties desire to enter into this Master License to establish a process by which Licensee may request to license from the City individual locations where Licensee’s equipment is affixed or otherwise attached on or in the City’s Vertical Infrastructure, and also to establish the rates, terms, and conditions that will be generally applicable to all Vertical Infrastructure licensed to Licensee by the City.

F. Consistent with California law, the City intends, and Licensee acknowledges, that this Master License will be applicable to only the City’s Vertical Infrastructure, and that the City does not intend this Master License or any Site License to require or be construed to require any revenue-generating consideration to the City as a precondition to access to the public rights-of-way for any telephone corporation, as that term is defined in the California Public Utilities Code.

G. Consistent with federal and California law, the City does not intend this Master

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License to grant the Licensee any exclusive right to use or occupy the public rights- of-way within the City’s territorial and/or jurisdictional boundaries, and Licensee expressly acknowledges that the City may in its sole discretion enter into similar or identical agreements with other entities, which include without limitation Licensee’s competitors.
.

NOW, THEREFORE, for good, valuable, and sufficient consideration received and acknowledged by the City and Licensee, the City and Licensee agree as follows:

AGREEMENT

GENERAL DEFINITIONS
“
Acknowledgment Letter” means the letter that Licensee submits to the City that indicates the Licensee has obtained all Regulatory Approvals and other requirements more particularly described in Exhibit A-3 (Form of Acknowledgment Letter), and that serves as Licensee’s notice to proceed with the installation after the City countersigns the Acknowledgment Letter and tenders it to Licensee.
“Additional Fees” means, collectively, any sums payable by Licensee to the City in its proprietary capacity as the licensor, which includes without limitation any late charges, costs in connection with a request for the City’s consent to an assignment or other transfer under Section 20 (Assignment and Other Transfers) and Default Fees under Section 18.3.4; provided, however, that the term excludes any (1) Site License Fees; (2) Administrative Fees; (3) costs for Staff Augmentation; (4) any other amounts payable to the City by Licensee in connection with reviewing Site License Applications or coordinating and inspecting Equipment installed on the License Area; and, (5) any other payments to the City in its regulatory capacity, which includes without limitation cost-based fees for permit issuance. “Adjustment Date” means the annual anniversary of the Commencement Date for each Site License on which date the Site License Fee shall be increased. “Administrative Fees” means the Master License Administrative Fee (as defined in Section

4.2.1) and any Site License Administrative Fees (as defined in Section 4.2.2), collectively. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under Common Control with Licensee.
“
Agent” means a party’s agent, employee, director, officer, contractor, subcontractor, or representative in relation to this Master License, any Site License, or the License Area. “Agreement” means the Master License Agreement for Wireless Facilities on vertical infrastructure in the public rights of way.
“Approved Plans” means the detailed plans and equipment specifications, which include without limitation all Equipment and other improvements proposed by Licensee and approved by the City in connection with the License Area, as more particularly described in Exhibit A-2 (Licensee’s Plans and Specifications) and the approved Site License for a License Area. “Broker” means any licensed real estate broker or other person who could claim a right to a

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commission or “finder’s fee” in connection with the license(s) or other real estate rights contemplated or conveyed in this Master License.
“City Attorney” means the City Attorney of the City of Livermore. “City Manager” means the City Manager of the City of Livermore. “City Property” means any property now or hereafter held by the City or over which the City exercises any rights of management control, including but not limited to the surface of, and the space above and below, any right-of-way such as a public street, road, highway, freeway, lane, path, public way or place, sidewalk, alley, boulevard, parkway, drive, or other easement and any structures, fixtures, or appurtenances affixed thereto. “Claim” means any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, whether direct or indirect. “Commencement Date” means the date on which a Site License commences, which is defined as the first day of the month after the city countersigns the Acknowledgement letter. “Common Control” means two or more entities that are Controlled by a same third entity. “Control” means (1) as to a corporation, stock ownership with the right to exercise more than fifty percent (50%) of the total combined voting power of all classes of stock, issued and outstanding, of the controlled corporation; or (2) as to partnerships and other business association forms, more than fifty percent (50%) ownership of the beneficial interest and voting control of such association.
“CPUC” means the California Public Utilities Commission established in the California Constitution, Article XII, § 5, or the duly appointed successor agency to the California Public Utilities Commission.
“Default Fee” means the same as that term is defined in Section 18.3.4 (Default Fees). “Environmental Laws” means any Laws in relation or connection to industrial hygiene, environmental condition, or Hazardous Material (as defined in this Master License). “Equipment” means antennas, radios and any associated utility or equipment box, and battery backup, transmitters, receivers, amplifiers, ancillary fiber-optic cables and/or wiring, and ancillary equipment used for radio or other wireless communication (voice, data or otherwise) transmission and/or reception, which includes without limitation the means, devices, mounts, hardware, conduits, and apparatus used to attach any Equipment to any licensed Vertical Infrastructure, and any ancillary equipment such as wiring, cabling, conduits, chases, concealment elements, risers, trays, pipes, vaults, pull boxes, hand holes, power feeds, or an similar things, and any ground mounted equipment necessary and identified in the Approved Plans for the operation of the Equipment, as well as any signage attached to such Equipment that may be approved by the City or required by Law.
“Expiration Date” means the date that is ten (10) years after the Execution date for this Master License, and which date is the date when this Master License and, all Site Licenses

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will automatically expire.
“FCC” means the Federal Communications Commission or its duly appointed successor agency.
“Hazardous Material” means any material that, due to its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any local, regional, state or federal body with jurisdiction and responsibility for issuing Regulatory Approvals in accordance with applicable Laws to pose a present or potential hazard to human health, welfare or safety, or to the environment. The term “Hazardous Material” as used in this Master License or any Site License will be broadly construed, and includes, without limitation, the following: (1) any material or substance defined as a “hazardous substance”, or “pollutant” or “contaminant” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified as 42 U.S.C. §§ 9601 et seq.) or section 25316 of the California Health & Safety Code; (2) any “hazardous waste” listed California Health & Safety Code section 25140; or (3) any petroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids.
“Indemnified City Parties” means the same as that term is defined in Section 13 (Indemnification).
“Investigate and Remediate” means the undertaking of any activities to determine the nature and extent of Hazardous Material that may be located in, on, under or about the License Area or that has been, is being, or is in danger of being Released into the environment, and to clean up, remove, contain, treat, stabilize, monitor or otherwise control such Hazardous Material.
“Laws” means all present and future statutes, ordinances, codes, orders, policies, regulations, and implementing requirements and restrictions by federal, state, county and/or municipal authorities, whether foreseen or unforeseen, ordinary as well as extraordinary, as adopted or as amended at the time in question.
“License Area” means those certain and specific spaces licensed to Licensee that are on, or within the open spaces inside, the City’s Vertical Infrastructure and other City Property where the Equipment is attached or located for the installation, operation, and maintenance of the Equipment that is, as more particularly described in Section 2.2 (License Area). The parties may use the term “License Area” to refer to those spaces licensed to Licensee under an individual Site License, or to refer to all spaces collectively licensed to Licensee under all Site Licenses, in connection with this Master License.
“License Year” means any 12-month period that begins on the Commencement Date for each Site License.
“Licensee’s On-Call Representative” mean the person(s) assigned by Licensee to be on-call and available to the City regarding the operation of Licensee’s Equipment. Such person(s) shall be qualified and experienced in the operation of Equipment and shall be authorized to act on behalf of Licensee in any emergency in and in day-to-day operations of the Equipment. “NESC” means the National Electrical Safety Code, as may be amended or superseded,

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published by the Institute of Electrical and Electronics Engineers. “Network Emergency” means a non-scheduled period of time wherein Licensee’s Equipment is affected by a failure or malfunction resulting in the Equipment becoming inoperable, operating significantly below its designed capacity, or is adversely affecting Licensee’s network in such a way that must be resolved by conducting on-site Equipment repairs. “OSHA” means the Occupational Safety and Health Administration of the United States Department of Labor, or OSHA’s duly appointed successor agency. “Permitted Use” means the uses for the License Area and the Vertical Infrastructure as more particularly described in Section 5 (Use).
“Public Works Department” means the Public Works Department of the City of Livermore. “Regulatory Approvals” means licenses, permits and other approvals necessary for Licensee to install, operate, and maintain Equipment on or in the License Area for a Site License. “Release” when used with respect to Hazardous Material includes any actual or i mminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing on, under or about the License Area, other City Property or the environment.
“RF” means radio frequency or electromagnetic waves.
“Site License” means the document in the form of Exhibit A (Form of Site License Agreement) that, when fully executed, incorporates the provisions of this Master License and authorizes Licensee to install, operate and maintain Equipment for the Permitted Use on Vertical Infrastructure identified in the Site License. “Site License Application” means the same as that term is defined in Section 6.2 (Site License Application).
“Site License Effective Date” means the first day of the month after both the City and Licensee fully execute a Site License. As an illustration, and not a limitation, if the last party to execute signs a Site License on August 2, 2019, the Site License Effective Date would be September 1, 2019.
“Site License Administrative Fee” means the Site License Administrative Fee (as defined in Section 4.2.2) as it may be adjusted from time-to-time as set forth in that section. “Site License Fee” means the annual fee for each licensed Vertical Infrastructure authorized under any Site License, as specified in Schedule 1 (Site License Fee Schedule). “Term” means the time period for this Master License, as defined in Section 3.1 (Master License Term).
“Vertical Infrastructure” means all poles or similar facilities owned or controlled by the City in the public rights-of-way or public utility easements and meant for, or used in whole or in part for,

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communications service, electric service, street lighting, or similar functions. The term “Vertical Infrastructure” includes the underground utilities associated with the pole or similar facilities. The term “Vertical Infrastructure” expressly excludes traffic signals.

SCOPE OF LICENSE
Site License Issuance and Effect
Pursuant and subject to the terms and conditions in this Master License, the City in its proprietary capacity as the Vertical Infrastructure owner will issue one or more Site Licenses, which will grant Licensee a nonexclusive contractual privilege to access, use, and occupy certain space on or within the Vertical Infrastructure identified in the License Areas and covered by such Site License(s) for the Permitted
Use and to access, install, operate, and maintain the Equipment as shown in the Approved Plans attached to such Site License(s). After the City issues a Site License to Licensee, the City shall not grant any third parties any license, easement, franchise, or any possessory interest (whether present, future, contingent, or otherwise), or real property interest to use
or occupy the same Licensee Area occupied by Licensee as shown in the Approved Plans; provided, however, the City may grant rights or privileges to use other spaces on the same Vertical Infrastructure for any other purpose except to the extent expressly provided otherwise in this Master License.

License Area
Limitations on License Areas
This Master License applies to only Vertical Infrastructure identified in the final and fully executed Site License. The License Areas are limited to those specific areas where the Equipment is affixed or otherwise attached to the Vertical Infrastructure, the space inside the Vertical Infrastructure that is physically occupied by the Equipment, and the physical space occupied on City Property by the Equipment, as well as the airspace occupied physically by the Equipment. This Master License does not authorize Licensee or any other persons or entities
to access or use any other City Property, except the License Areas specified in a final and fully executed Site Licenses. Licensee expressly acknowledges and agrees that the City will not be obligated to issue any Site License or other license to Licensee for any purpose related to: (1) any decorative pole, which includes any Vertical Infrastructure or light standard with ornate features or characteristics designed or intended to enhance the appearance of the pole, light standard or other Vertical Infrastructure; or, (2) any traffic signal, which includes any Vertical Infrastructure, light standard or mast-arm that supports or includes traffic signals, flashers or other device intended to control the flow of traffic or to alert drivers to potential hazards.

License Area Condition
Licensee expressly acknowledges and agrees to access and use the License Area in its “as-is and with all faults” condition. The City makes no representations or warranties whatsoever, whether express or implied, as to the License Area’s condition or suitability for Licensee’s use.

Licensee expressly acknowledges and agrees that neither the City nor its Agents have made, and the City expressly disclaims, any representations or warranties whatsoever, whether express or implied, with respect to the License Area’s physical, structural or environmental condition, the License Area’s present or future suitability for the Permitted Use or any other matter related to the License Area.

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Licensee’s Due Diligence
Licensee expressly represents and warrants to the City that Licensee has conducted a reasonably diligent and independent investigation, either for itself or through an Agent selected by Licensee, into the License Area’s condition and suitability for Licensee’s intended use, and that Licensee relies solely on its due diligence for such determination. Licensee further expressly represents and warrants to the city that Licensee’s intended use is the Permitted Use as defined in Section 5.1 (Permitted Use) in this Master License.

Certified Access Specialist Disclosure
Pursuant to California Civil Code section 1938, as may be amended or superseded, and to the extent applicable to this Master License, the City expressly advises Licensee, and Licensee expressly acknowledges, that a Certified Access Specialist (as defined in California Civil Code section 55.53) has not inspected any License Area in whole or in part to determine whether it meets all applicable construction-related accessibility requirements.

Limitations on Licensee’s Interests
Limited Interest Created
Licensee expressly acknowledges and agrees that: (1) Licensee does not have any rights to use or interest in any Vertical Infrastructure or other City Property for any purpose whatsoever until and unless the City issues a Site License that covers such Vertical Infrastructure or other City Property; and, (2) neither this Master License nor any Site License issued pursuant to this Master License creates or will be deemed to create any leasehold, easement, franchise, or any other possessory interest (whether present, future, contingent, or otherwise) or real property interest whatsoever in the License Area.

Limited Rights Created
A
ny Site License the City approves pursuant to this Master License grants Licensee only a non-possessory, non-exclusive, and revocable license to access and use the License Area for the Permitted Use in accordance with the terms and conditions in this Master License and the applicable Site License. Licensee expressly acknowledges and agrees that: (1) neither this Master License, nor any Site License, is coupled with an interest; (2) the City retains legal possession and control over all Vertical Infrastructure and Licensee Areas for the City’s municipal functions, which will be superior to Licensee’s rights and interest in the Vertical Infrastructure and License Areas, if any, at all times; (3) subject to the terms and conditions in this Master License, the City may terminate a Site License in whole or in part at any time; (4) except as specifically provided otherwise in this Master License, the City may enter into any agreement with third parties to use and/or occupy any Vertical Infrastructure and/or other City Property; and, (5) neither this Master License nor any Site License creates or will be deemed to create any partnership or joint venture between the City and Licensee.

No Impediment or Limitations on City’s Municipal Fu nctions Except as specifically provided otherwise in this Master License, neither this Master License nor any Site License will limit, alter, or waive the City’s absolute right to use any Vertical Infrastructure, City Property, or License Area, in whole or in part, as infrastructure or property

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established and maintained for the City’s and the public’s benefit, nor shall this Master License nor any Site License in any way impede or limit a municipal function.

Diminutions in Light, Air, or Signal Transmission o r Reception In the event that any existing or future structure diminishes any light, air, or signal propagation, transmission, or reception, whether erected by the City or not, Licensee shall not be entitled to any reduction in any Site License Fee, Additional Fees, or any other sums payable to the City under this Master License or any Site License, the City shall have no liability to Licensee whatsoever and such diminution will not affect this Master License, any Site License or Licensee’s obligations except as may be expressly provided in this Master License, including without limitation, Licensee’s right to terminate this Master License or the applicable Site License.

TERM
Master License Term
The Term will commence on the Effective Date and automatically expire ten (10) years from the Effective Date (the “Initial Term”) on the Expiration Date, unless earlier terminated in accordance with this Master License. Following the Initial Term, the Parties agree to negotiate a new Agreement or an Amendment to this Agreement. City agrees that this renegotiation may include a renewal for up to two (2) additional periods of five (5) years each upon Licensee providing written notice to City of its intent to renew the Agreement. Due to its long-term nature, the Parties agree to internally review this Agreement at least one year before the expiration of the Initial Term and any renegotiated additional term to ensure that the needs of the Parties are being served.

Either Party may request a meeting to discuss the Agreement and any changes or amendments which might be needed.

Site License Term
Each Site License will commence on the Commencement Date and will automatically expire on the Expiration Date unless earlier terminated in accordance with this Master License.

SITE LICENSE FEE AND OTHER PAYMENTS
Site License Fee
Site License Fee Amount
Licensee shall pay an annual Site License Fee in the amount of $270 as specified in Schedule 1 for each licensed Vertical Infrastructure authorized under any Site License.

Site License Fee Payment
Licensee shall tender the first Site License Fee payment to the City, without any deduction or setoff for
any reason, at the same time Licensee delivers the Acknowledgment Letter to the City. After the first Site License Fee payment, on or before the Commencement Date anniversary, Licensee shall pay each annual Site License Fee to the City in advance without any prior demand, deduction, setoff or counterclaim for any reason, except to account for a partial year in the event this Master License expires or terminates, or any abatement rights

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expressly granted in this Master License. Any amounts for less than a full year or full month will be calculated based on a 360-day year and a 30-day month.

Annual Site License Fee Adjustment
E
ach year throughout the Term on the Adjustment Date, the Site License Fee for each Site License that has been approved and has not been terminated will be increased by three percent (3%) over the Site License Fee payable in the immediately previous year. Schedule 1 contains the applicable Site License Fee per licensed Vertical Infrastructure in any given year throughout the Term. For the ease of administration, the City Licensee and the City have agreed to a flat percentage increase rather than utilizing a CPI adjustment factor.

Administrative Fees
Master License Administrative Fee
At the time Licensee delivers to the City a partially executed counterpart to this Master License, Licensee shall pay to the City a nonrefundable administrative fee equal to Three Thousand and 00/100 Dollars ($3,000.00) (the “
Master License Administrative Fee”) to cover the City’s costs to review and execute this Master License. The City will not be obligated to execute any Master License until the City receives the Master License Administrative Fee.

Site License Administrative Fee
At the time Licensee delivers to City a Site License Application, Licensee shall pay to the City a nonrefundable fee equal to One Thousand Four Hundred and Seventy-four Dollars and 00/100 ($1,474) (“Site License Administrative Fee”), and as that fee is adjusted from time-to-time as set forth in this subsection, for each proposed Vertical Infrastructure location for a Site License. The Site License Administrative Fee is equal to the amounts established by City’s official Master Fee Schedule approved by the City Council for encroachment permit, inspection, and plan check fees for Telecom Encroachment Permit – Basic Project and shall be adjusted from time-to-time when that City Council adjusts those fees. The City will not be obligated to commence its review for any Site License Application until the City receives the Site License Administrative Fee.

Late Charges
I
n the event that Licensee fails to pay any Site License Fee, Additional Fee, Administrative Fees, or any other amount payable to the City within thirty (30) days after Licensee receives written notice from City that such amounts are due and unpaid, such amounts will be subject to a late charge equal to five percent (5%) of any unpaid amounts.

Liquidated Charges and Fees
The parties agree that the Additional Fees payable under this Master License represent a fair and reasonable estimate of the administrative costs that the City will incur in connection with the matters for which they are imposed and that the City’s right to impose the Additional Fees is in addition to, and not in lieu of, any other rights it may have under this Master License.

Furthermore:

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CITY’S

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ACTUAL ADMINISTRATIVE COSTS AND OTHER DETRIMENT ARISING

FROM LICENSEE DEFAULTS AND OTHER ADMINISTRATIVE MATTERS

UNDER THIS MASTER LICENSE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BY PLACING THEIR INITIALS BELOW, EACH PARTY’S AUTHORIZED REPRESENTATIVE

ACKNOWLEDGES THAT THE PARTIES HAVE AGREED, AFTER A

NEGOTIATION, ON THE AMOUNT OF THE ADDITIONAL FEES AS
REASONABLE ESTIMATES OF THE CITY’S ADDITIONAL

ADMINISTRATIVE COSTS (WHICH DOES NOT INCLUDE THE

ADMINISTRATIVE FEES, SITE LICENSE FEES, DEFAULT FEES, AND CITY STAFF AUGMENTATION COSTS) A N D OTHER DETRIMENT.

Licensee City _
City’s Payment Address
L
icensee shall pay all Site License Fees, Additional Fees, Administrative Fees and all other amounts due and payable to the City in cash or other immediately available funds by either: (1) local check payable to the City of Livermore, 1052 S Livermore Ave, Livermore, CA 94550; or, (2) electronic wire transfer to the City of Livermore following instructions provided by the City’s Finance Division. Any payment made with a dishonored check or payment will be deemed unpaid.

USE
Permitted Use
Pursuant and subject to the terms and conditions in this Master License, the Licensee may use the License Area solely for the installation, operation, and maintenance of Equipment identified in the Approved Plans for a Site License for the transmission and reception of wireless communications signals for small cell deployments and/or distributed antenna system installations and distributed network systems (the “ Permitted Use ”) in compliance with all applicable Laws and any conditions in any Regulatory Approvals. This Master License does not authorize any other use whatsoever for the License Area.

Small Cell, Distributed Antenna System, and Distrib uted Network System Installations Only
The City and Licensee intend this Master License and any Site License to cover only “small cell” distributed antenna systems and/or distributed network system installations, as those terms are
commonly understood to mean small, unobtrusive wireless facilities intended to cover relatively small geographic areas, or as such small systems may be defined by the Federal Communications Commission or other Federal Law consistent with this intent. Licensee expressly acknowledges and agrees that
the Permitted Use under this Master License does
not include the right to use any Vertical Infrastructure as a support structure for a “macro cell” or a traditional wireless tower typically constructed on private property.

Prohibition on Nuisances and Illegal Uses
Licensee shall not use the License Area in whole or in part in any unlawful manner or for any illegal purpose. In addition, Licensee shall not use the License Area in whole or in part in any

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manner that constitutes a public nuisance as determined by the City in its sole judgment.

Licensee shall take all precautions to eliminate any nuisances or hazards in connection with its uses and activities on or about the License Area.

Signs or Advertisements
Licensee acknowledges and agrees that its rights under this Master License and any Site License do not authorize Licensee to erect, post or maintain, or permit others to erect, post or maintain, any signs, notices, graphics, or advertisements whatsoever on the License Area, except as may be specifically authorized under this Master License, any Site License or as may be required for compliance with any applicable Laws.

Repair and Replacement
Licensee may repair Equipment identified in the Approved Plans for a Site License in the License Area. Repair and replacement of all Equipment shall comply with the provisions of Section 7.9 of this Master License. Licensee may replace Equipment like-for-like identified in the Approved Plans for a Site License in the License Area. Replacement of Equipment shall include the most current generation of Equipment that is available to Licensee at the time of the repair and replacement of Equipment. Licensee also agrees that at the time of installation, Licensee shall only use Equipment that has been designed by and has passed the applicable manufacturer’s inspection procedures. Any changes in the Equipment must comply with the requirements in section 7.9 (Replacement or Upgrade of Equipment Shown on the Approved Plans).

SITE LICENSES
City Approval Required
Licensee shall not have any right to use any Vertical Infrastructure or City Property in whole or in part for any purpose until and unless the City approves a Site License for a License Area.

Licensee may obtain a Site License only after the City approves a Site License Application as provided in this Section 6 (Site License). Subject to any express limitations in this Master License, the City will not be obligated to subordinate its municipal functions or proprietary interest in any manner whatsoever to Licensee’s interest under any Site License. When the City considers whether to approve or disapprove any Site License Application, the City may consider any matter that affects its municipal functions or proprietary interests, which include without limitation: (1) Licensee’s proposed plans and Equipment specifications; (2) compliance with any applicable Laws; (3) impacts on the City’s street light or other municipal functions; (4) any potential hazards or unsafe conditions that could result from Licensee’s installation, operation or maintenance; (5) in the event the proposed Equipment does not conform to Approved Plans in Exhibit A-2 (Licensee’s Plans and Specifications), or otherwise conform to the City’s objective design standards, the City may consider any potential visual or aesthetic impacts; (6) the additional load on the Vertical Infrastructure the proposed Equipment would create; (7) any municipal functions planned for the Vertical Infrastructure or City Property in the proposed License Area; and, (8) any additional load on the City’s streetlight wiring infrastructure and any connections to that infrastructure.

Site License Application
A
complete Site License Application must include the following: (1) two partially executed duplicate counterparts of a Site License in the form attached as Exhibit A (Form for Site License

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Agreement), together with: (a) a fully completed Exhibit A-1 (Vertical Infrastructure Location/License Area), which shall contain a summarized list that identifies all Vertical Infrastructure and City Property covered under the Site License Application; (b) a fully completed Exhibit A-2 (Licensee’s Plans and Specifications), which shall contain detailed construction plans for the proposed installation(s) and an inventory for all proposed Equipment to be installed on the Vertical Infrastructure covered under the Site License Application, and shall highlight any changes to the plans and specifications in Exhibit A-2 warranted by the License Area; and (c) a true and correct copy of Schedule 1 attached to this Master License; (2) the Site License Administrative Fee; (3) all other information and materials required for a complete application for all Regulatory Approvals issued, or to be issued, by the City’s departments, which the City may update from time-to-time in accordance with applicable Laws; and, (4) a deposit for the estimated City Staff Augmentation costs that are allowable by law pursuant to Section 6.3.3 (City Staff Augmentation) if utilized by the City to review and process the Site License Applications in a timely manner.

Site License Application Review Procedures
Site License Application Priority
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icensee expressly acknowledges that the City either already has or may in the future enter into similar master license agreements for its Vertical Infrastructure with other persons or entities, and that Licensee and such third parties may from time-to-time desire to license the same Vertical Infrastructure from the City. To promote a fair and competitively neutral process, the City shall implement a first-in-time prioritization process as provided in this Section 6.3.1.

The City shall review each Site License Application, which includes without limitation any Site License Applications submitted by other licensees, in the order received. The City shall date and time stamp each Site License Application when it is received by the City, and that stamp shall control the Site License Application’s priority relative to other Site License Applications. In the event that the City receives two Site License Applications for the same Vertical Infrastructure, the applications with lower priority will be held in abeyance until the higher-priority application is withdrawn, denied or timed-out as provided in this Master License, at which time the City will commence to review the next-highest priority Site License Application for that Vertical Infrastructure.

Timeframe for City’s Review
Except as provided in section 6.3.1 (Site License Application Priority) for Site License Applications that are held in abeyance, the City will review each complete Site License Application within sixty (60) days of the date the application is deemed complete, taking into account any tolling periods for such timeframes as provided in applicable Laws. For any Site License Application that covers more than five proposed installations on Vertical Infrastructure, the City and Licensee shall work together to process such Site License Applications in a timely manner and Licensee will provide City with needed information to allow City to do the same.

City Staff Augmentation
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o assist the City review and process Site License Applications in a timely manner, the City shall have the right to select and retain temporary staff members, consultants and/or other independent contractors with qualifications and expertise acceptable to the City (“ Staff Augmentation ”).

Licensee shall be responsible for all actual and reasonable costs incurred by the City in

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connection with Staff Augmentation that are allowable by law. Upon the City’s request, Licensee shall furnish the City with a deposit in an amount reasonably estimated by the City to cover the Staff Augmentation costs for a particular Site License Application. The City may withdraw funds from the deposit during the review process only: (1) as needed to pay invoices in connection with Staff Augmentation before such invoices become past-due; and (2) upon notice to Licensee that includes copies of such invoices or other documentation to evidence Staff Augmentation costs incurred by the City. If the deposit is insufficient to cover the City’s costs, Licensee shall reimburse the City for the difference between the deposited amount and the total Staff Augmentation costs within thirty (30) days after Licensee receives the City’s demand for reimbursement, together with copies of invoices or other documentation to evidence the City’s costs. The City shall maintain a ledger or other similar document that records the date and amounts of Licensee’s deposits, and any withdrawal of funds to pay for City costs, a copy of which shall be provided to Licensee at Licensee’s written request. If funds remain after Staff Augmentation is complete, the funds will be returned to the Licensee.

Consultation with Other City Departments
The City, in its proprietary capacity as the licensor under this Master License, may consult with other departments within the City to assess whether Licensee’s proposed Equipment impedes or limits any municipal function or poses any concerns, which includes without limitation any concerns about aesthetics, impacts on historic resources, or environmental impacts, traffic control, pedestrian access, and general right-of-way management. Licensee acknowledges that any consultation with any other City departments in accordance with this Section 6.3.3 and any actions or failures to act by the City that may result from such consultations would be in the City’s proprietary capacity as the Vertical Infrastructure owner and not an exercise of the City’s regulatory authority.

Amendments to Site License Applications
In the event that the city determines for any reason that the Site License Application is incomplete or the Permitted Use at any particular proposed License Area would impede or limit its municipal functions or otherwise negatively affects it s proprietary interests, the city will provide a notice
of incompletion to Licensee as soon as reasonably practicable. The city is not obligated to review or approve any incomplete Site License Application. Licensee will have Thirty (30) days from such notice of incompletion to amend its Site License Application without any impact on the Site License Application’s priority relative to any other applications then under review or later received by the City. Solely for purposes of determining priority relative to any other applications then under
review or later received by the City, any amendments received after the thirty (30) day period or any other changes Licensee may make to the Site License Application will cause the date and time on which the application was submitted or deemed submitted to be
changed to the date and time on which Licensee submitted the proposed changes.

Site License Application Approvals
The City shall review each Site License Application and issue a Site License unless the City determines that: (1) the application is incomplete; (2) the application proposes a use that is inconsistent with the Permitted Use or the terms and conditions of this Master License; (3) the Site License or use of the Licensed Area would impede or limit a municipal function; (4) the Site License would impede or interfere with the City’s proprietary interests in the Licensed Area; or, (5) the Site License would create a hazardous or unsafe condition. In the event that the city approves a Site License Application, the city will return one fully executed Site License to Licensee. Such

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approval may occur before or simultaneous with any approvals or denials for any Regulatory Approvals to be issued by the City in its regulatory capacity. In the event that Licensee fails to commence construction pursuant to the Site License within one year from the date the City fully executes the Acknowledgment Letter, and such delay does not arise out of the acts or omissions of City or other force majeure event that can neither be anticipated nor controlled, the Site License shall automatically expire unless the City Manager grants a written extension that may not exceed one additional year. Licensee shall not be entitled to any refund for any fees, which include without limitation the Site License Fee, paid in connection with a Site License that expires pursuant to this Section 6.3.6. Nothing in this Section 6.3.6 is intended to prohibit or prevent Licensee from submitting a new Site License Application for the same or substantially the same Vertical Infrastructure as those covered under a Site License that expired pursuant to this Section

6.3.6. If a Site License is approved, Licensee shall not commence any work to install Equipment in the License Area for the Site License until all Regulatory Approvals have been obtained and the City has executed the Acknowledgement Letter as set forth in Section 7.1 (Prior Regulatory Approvals Required) and Section 7.2 (Acknowledgement Letter as Licensee’s Notice to Proceed).

Site License Application Denials
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icensee acknowledges that the City reserves the absolute right to disapprove any Site License Application in whole or in part when the City determines in its sole judgment that the proposed Equipment would impede or limit a municipal function or proprietary interests or create a hazardous or unsafe condition. The City shall provide Licensee with a written denial that states the basis for the denial.

Replacement Vertical Infrastructure
Licensee may request the City’s permission to replace existing Vertical Infrastructure for the purpose of installing Licensee’s Equipment. In the event that the City grants Licensee’s request to replace any existing Vertical Infrastructure, or in the event that the City requires Licensee to replace any existing Vertical Infrastructure as a condition on the City’s approval for a Site License, Licensee shall: (1) design and/or procure the replacement Vertical Infrastructure to be, in the discretion of the City, that is (a) the same, or as nearly the same, as the existing Vertical Infrastructure to be replaced, (b) consistent with the City’s specifications for similar Vertical Infrastructure, and (c) consistent with the City’s objective design standards; and, (2) install the replacement Vertical Infrastructure at Licensee’s sole cost and expense and in accordance with all applicable provisions in this Master License, which includes without limitation Section 7 (Equipment Installation). Subject to the foregoing conditions, the City may, in the City’s sole and absolute discretion, permit Licensee to replace a decorative pole, which includes any Vertical Infrastructure or light standard with ornate features or characteristics designed or intended to enhance the appearance of the pole, light standard, or other Vertical Infrastructure. After Licensee installs any replacement Vertical Infrastructure, the City will have the right to inspect the improvements and installation work and may accept, reject, or require corrections to such improvements or installation work. Licensee shall make any and all necessary corrections to any replacement Vertical Infrastructure within sixty (60) days after a rejection by the City, except that for any Vertical Infrastructure that is rejected due to a violation of any law designed to protect the public health, safety, or welfare, shall be removed within twenty-four (24) hours of the rejection.

After the City accepts the replacement Vertical Infrastructure, Licensee shall transfer title to the replacement Vertical Infrastructure to the City by a written instrument mutually acceptable to the parties. Licensee acknowledges and agrees that the City’s approval of the Site License will be the only consideration due to Licensee in exchange for transferring title to any replacement

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Vertical Infrastructure to the City, and Licensee will not be entitled to any other pecuniary or non- pecuniary consideration.

EQUIPMENT INSTALLATION
Prior Regulatory Approvals Required
Licensee shall not commence any work on or about the License Area for a Site License until and unless Licensee first obtains: (1) an acknowledgement letter from the City as required by Section

7.2 (Acknowledgment Letter as Licensee’s Notice to Proceed); and (2) all necessary Regulatory Approvals, which includes without limitation any encroachment permits, building permits, excavation permits, electrical permits prior to installing any Equipment. Any work performed by Licensee, or its Agents without such Regulatory Approvals will be a default under this Master License in addition to any other liabilities or penalties the City, in its regulatory capacity, may impose on Licensee for the same acts or omissions.

Acknowledgment Letter as Licensee’s Notice to Proce ed
After Licensee obtains all necessary prior Regulatory Approvals, Licensee shall tender a partially executed Acknowledgment Letter to the City that includes (1) copies of all permits issued by the City’s departments; (2) insurance certificates; (3) Contractor’s insurance certificates; (4) first License year’s Site License Fee; and (5) the required Surety Bond under Section 27 of this Master License, or evidence reasonably satisfactory to the City that the required Surety Bond under Section 27 of this Master License has been delivered to the City. The City shall use reasonable efforts to review, countersign, and tender the fully executed Acknowledgment Letter to Licensee within ten (10) business days from the date on which the City receives a partially executed Acknowledgment Letter with all required attachments. Licensee shall not commence any work on or about the License Area until and unless Licensee first obtains a fully executed Acknowledgment Letter from the City. Such fully executed Acknowledgment Letter will serve as Licensee’s notice to proceed with its installation work.

Installation Work
Licensee shall perform all work in connection with the License Area in strict compliance with the Approved Plans and in a diligent, skillful, and workmanlike manner.

Changes to Approved Plans Required by Regulatory Ap provals L
icensee may amend any Approved Plans when such changes are required to obtain or maintain compliance with Regulatory Approvals necessary to install the Equipment, so long as Licensee obtains the City’s prior written consent, which the City shall not unreasonably withhold.

Corrections to Approved Plans
Licensee shall have the obligation to correct any errors or omissions in any Approved Plans and related Regulatory Approvals. Licensee shall immediately send written notice to the City in the event that Licensee discovers any such defects. Any Approved Plans and/or amendments to Approved Plans by the City will not release or excuse Licensee’s obligations under this Section

7.3.2. Alterations to City Property

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Licensee shall not remove, damage, or in any manner alter any City Property without prior written consent from the City and any other public agencies with jurisdiction over the subject City Property. The City may withhold consent in its sole and absolute discretion and may reasonably condition its consent in each instance based upon the scope and nature of the proposed alterations. Licensee shall immediately notify the City if any removal, damage, or other alteration occurs to City Property that is caused by Licensee or its Agents.

Licensee’s Contractors
Licensee shall use only qualified and trained persons and appropriately licensed contractors for all work performed on or about the License Area. At least five (5) business days before to any installation or other work commences on or about the License Area for Equipment Installation, Licensee shall provide the City with: (1) a schedule with all activities to be performed in connection with the work; and, (2) a list with all the names, contractors’ license numbers, contact information, and business addresses for all contractors or subcontractors who will perform the work.

Labor and Material Costs
Licensee shall be responsible for all direct and indirect costs (labor, materials and overhead) in connection with designing, purchasing and installing all Equipment and any replacement Vertical Infrastructure in accordance with the Approved Plans and all applicable Laws. Licensee shall also bear all costs to obtain and maintain all Regulatory Approvals required in connection with the installation, which includes without limitation all of the direct and indirect costs to comply with any approval conditions or mitigation measures that arise from Licensee’s proposed installation.

Licensee shall timely pay for all labor, materials, Equipment, replacement Vertical Infrastructure, and all professional services related to the Permitted Use or furnished to the License Area at Licensee’s direction or for Licensee’s benefit.

Project Managers
The City and Licensee each designate the person listed in this Section 7.5 as its project manager to coordinate Licensee’s Equipment design and installation and serve as each party’s respective primary contact person for all design, engineering, construction and installation issues that may arise between the parties in connection with this Master License.

City’s Project Manager: City Engineer____________________ 1052 South Livermore Avenue _______
Livermore, CA 94550 ______________
(925) 960-4500 ___________________

Licensee’s Project Manager: Marc Grabisch ___________________ 5005 Executive Pkwy ______________
San Ramon, CA 94583 _____________
(925) 549-9671 ___________________
Licensee acknowledges that the City’s project manager is not exclusively assigned to this Master License or any Site License, and that the City’s project manager may not always be immediately available to Licensee or its project manager. Licensee further acknowledges that the authority delegated by the City to the City’s project manager is limited to the administration of this Master License, any Site License Applications, and any approved Site Licenses. The parties’ respective

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project managers will have no obligation to personally perform any term or covenant to be performed by the other party under this Master License. Notices to the parties’ respective project managers alone will not be deemed effective notice for any purpose under this Master License.

Coordination with the City
Licensee must coordinate all its installation, construction, maintenance, repair, replacement, upgrade, or any other work in, on, or about the License Area with the City so as to avoid any interference (physical, electronic, or otherwise) with any existing utilities, substructures, facilities, City Property, and the City’s municipal functions . As provided in Section 7.3.4 (Licensee’s Contractors) and Section 7.9 (Replacement or Upgrade of Equipment Shown on the Approved Plans), Licensee shall provide prior notice to the City prior to performing any installation, construction, maintenance, and other work in, on, or about the License Area on or about the License Area, Licensee shall provide the City with: (1) a schedule with all activities to be performed in connection with the work; and (2) a list with all the names, contractors’ license numbers, contact information, and business addresses for all contractors or subcontractors who will perform the work.

Title to Licensee’s Equipment and Other Improvement s
E
xcept as specifically provided otherwise in this Master License, all Equipment and other improvements installed, constructed, or placed on or about the License Area by Licensee or its Agents will be and remain at all times Licensee’s personal property. Subject to Section 26 (Surrender of License Area), Licensee may remove its Equipment from the License Area at any time after thirty (30) days’ prior written notice to the City.

Within thirty (30) days of the date this Master License expires or is terminated, the Licensee shall remove all Equipment approved by the City and shown in the Approved Plans for each Site License. Within thirty (30) days of the date a specific Site License expires or is terminated, the Licensee shall remove all Equipment approved by the City and shown in the Approved Plans for that specific Site License. However, the Licensee may request, and the City it is sole discretion may agree in writing to allow the Equipment to remain in place, in which case the title to Equipment will automatically transfer from the Licensee to the City.

Prevailing Wages
The services to be provided under the Master License or Site License may be subject to prevailing wage rate payment as set forth in California Labor Code Section 1771. Accordingly, to the extent that any such services are subject to the prevailing wage rate payment requirements, Licensee shall comply with all applicable California Labor Code requirements pertaining to “public works,” including the payment of prevailing wages in connection with the services to be provided to the City hereunder (collectively, “Prevailing Wage Policies”). If Licensee’s services are subject to Prevailing Wage Policies, Licensee shall submit, upon request by the City, certified copies of payroll records to the City and shall maintain and make such records available to the City or the City’s duly authorized representative for inspection and copying in a manner consistent with Licensee’s obligations under Section 24 (Records).

Licensee shall defend, indemnify and hold the City and its Indemnified City Parties harmless from and against any and all present and future Claims, that arise from or in connection with Licensee’s obligation to comply with all Laws with respect to the work and Prevailing Wage Policies, which includes without limitation any and all Claims that may be made by contractors, subcontractors

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or other third parties pursuant to California Labor Code Sections 1726 and 1781, and as may be amended or superseded in the future.
[Intentionally Omitted]
Replacement or Upgrade of Equipment Shown on the Ap proved Plans At any time after the Commencement Date, Licensee may, upon written notice to the City, replace or upgrade the Equipment shown in the Approved Plans so long as such replacement or upgraded Equipment: (1) is Equipment that is the most current generation of repair and replacement of Equipment used for “small cell” deployments at the time of installation that is available to Licensee at the time of the repair and replacement of Equipment and is the same or smaller in both size and weight than the Equipment in the Approved Plans for the Site License for that Vertical Infrastructure. Licensee shall also only use Equipment that has been designed by, and has passed the applicable manufacturer’s inspection procedures; (2) will fit within the same License Areas on or within the Vertical Infrastructure where the Equipment in the Approved Plans for the Site License is affixed or otherwise attached to the Vertical Infrastructure; and, (3) will fit within the same airspace physically occupied by the Equipment in the Approved Plans for the Site License. Licensee shall not be required to submit a new Site License Application for the replacement or upgrade to Equipment that meets the standards set forth above. However, for any other replacement, upgrade, changes, additions, or expansions to the Equipment shown in the Approved Plans the Licensee shall submit a new Site License Application, including a new Site License Administrative Fee, to the City to obtain the City’s prior written consent in accordance with the provisions in Section 6 (Site Licenses) before performing any work for the replacement or upgrade. Licensee shall perform all replacement and upgrades in accordance with the provisions in Section 7 (Equipment Installation).

At least five (5) business days before to any installation or other work commences on or about the License Area for the replacement or upgrade of Equipment shown on the Approved Plans for a Site License, Licensee shall provide the City with: (1) an request to replace or upgrade the Equipment shown in the Approved Plans that describes the existing Equipment and the proposed Equipment for the replacement or upgrade along with information that describes their respective, size and locations so the City can confirm whether prior approval is required as set forth herein; (2) a schedule with all activities to be performed in connection with the work; and, (3) a list with all the names, contractors’ license numbers, contact information, and business addresses for all contractors or subcontractors who will perform the work.

As Built Plans
Within sixty (60) days after Licensee completes the initial installation of the Equipment, or any modification, replacement, upgrade thereafter, Licensee shall, at its sole cost, tender to the City as-built plans and Equipment specifications for the initially installed or subsequently modified, replaced, or upgraded Equipment. The City shall review such as-built plans and approve or reject them consistent with Section 6.3.7. After the City’s approval, such as-built plans will replace the portions of Approved Plans for the Equipment in the Site License that depicted the Equipment prior to the modification, replacement, or upgrade.

LICENSEE’S MAINTENANCE OBLIGATIONS
Equipment Repair and Maintenance
Licensee shall at its sole cost and expense, maintain all Equipment installed on the License Area

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in good condition at all times, and shall promptly repair any damage to any Equipment installed on the License Area whenever repair or maintenance may be required, subject to the City’s prior approval if required under Section 7 (Equipment Installation). Except as provided in Section

12.5.3 (Licensee’s Response to Network Emergency), Licensee shall provide the City with notice at least two (2) business days before any commencing any repair, maintenance, or other work in, on, or about the License Area on or about the License Area, and provide: (1) a schedule with all activities to be performed in connection with the work; and, (2) a list with all the names, contractors’ license numbers, contact information, and business addresses for all contractors or subcontractors who will perform the work.

Licensee must obtain the City’s prior written approval before replacing or upgrading any Equipment in the Approved Plans for a Site License as required by Section 7.9 (Replacement or Upgrade of Equipment
Shown on the Approved Plan). Licensee expressly acknowledges and agrees that Licensee shall not perform any repair, maintenance, replacement or other work authorized under this subsection until and unless Licensee obtains all Regulatory Approvals required for such work.

Damage to Vertical Infrastructure
Notice to City
If Licensee discovers any damage to the License Area from any cause, Licensee shall promptly give notice to the City, including direct notification to the City’s Risk Manager, who can be contacted at (925) 960-4172, that describes damage and the location(s) where the damage occurred. Licensee will not be deemed to have assumed liability for any life threatening or hazardous conditions by giving such notice, unless such conditions were caused by or arose in connection with Licensee’s or its Agent’s negligent or reckless acts or omissions, or willful misconduct.

Damage Caused by Licensee
In the event that any installation, operation, maintenance, replacement or upgrade of the Equipment, or access to the Licensed Areas, by Licensee or its Agents causes any damage to any Vertical Infrastructure or City Property, Licensee must repair such damage to the City’s standards and specifications within thirty (30) days after the City provides a notice to Licensee that describes such damage and verifies that such damage was caused by Licensee, or its Agents. Such thirty (30) day cure period may be extended to a date certain if the City agrees the cure reasonably requires more time. In the event that Licensee fails to timely cure the damage, the City may repair the damage at Licensee’s expense and Licensee will reimburse the City for all such costs incurred to repair such damage within thirty (30) days after Licensee receives the City’s demand for payment, together with copies of invoices or other evidence to document the costs incurred.

No Right to Repair Vertical Infrastructure
Absent notice from the City with a demand to cure any damage to any Vertical Infrastructure, Licensee is not authorized to make any repairs to any Vertical Infrastructure. Licensee expressly waives all rights it may have under any applicable laws to make repairs at the City’s expense.

Graffiti Abatement

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In addition to Licensee’s other maintenance obligations under this Master License and any Site License, Licensee shall remove any graffiti or other similar markings from the License Area promptly upon actual notice, but in no event later than forty eight (48) hours after notice from the City, which time period may be extended if the cure reasonably takes more than forty eight (48) hours and Licensee commences the cure within such 48 hour period and reasonably pursues it to completion.

Maintenance Work Performance Standards
All work performed by or for Licensee under this Section 8 shall be: (1) performed at Licensee’s sole cost and expense; (2) performed by persons who are qualified, trained, and appropriately licensed to perform the work; (3) performed in a manner and with Equipment and materials that will not impeded or limit a municipal function on or about the License Area; and, (4) performed in a manner compliant with all applicable Laws and Regulatory Approvals, this Master License, and the Approved Plans for the applicable Site License.

Maintenance Certification
Once in every five (5) year period throughout the Term, upon City’s written request, Licensee shall inspect (or cause to be inspected) all its Equipment installed pursuant to this Master License and any Site Licenses and submit a written report to the City that (1) identifies each Vertical Infrastructure licensed to Licensee; (2) inventories the Equipment installed on such Vertical Infrastructure; (3) certifies that all installations are in compliance with this Master License, the applicable Site License and the most current approved plans.

In the event that the CPUC or any other governmental authority requires Licensee to perform the same or substantially similar inspection, the City agrees that it will accept a written report prepared in connection with such inspection so long as it meets the requirements described in items (1), (2), (3) and (4) in this subsection and such report was prepared within the last twelve (12) months.

UTILITIES
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icensee shall be responsible to secure its own utility services for its Permitted Use. This may include a separate power service or a PG&E approved submeter with power being supplied from the City’s streetlight power source through the City’s streetlight wiring infrastructure. Licensee shall not connect to the City’s streetlight power source through the City’s streetlight wiring infrastructure without the City’s prior written consent, which consent the City may withhold in its sole and absolute discretion, as well as the consent of PG&E, if necessary. Licensee shall timely pay when due all charges for all utility service furnished to its Equipment in the License Area.

TAXES, ASSESSMENTS, AND OTHER IMPOSITIONS
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icensee agrees to pay when due (and prior to delinquency) any and all taxes, assessments, charges, excises and exactions whatsoever, including without limitation any possessory interest taxes, that arise from or in connection with Licensee’s use within the License Area or Licensee’s Equipment that may be imposed on Licensee under applicable Laws. Licensee shall not allow or suffer any lien for any taxes assessments, charges, excises or exactions whatsoever to be imposed on the License Area or Licensee’s Equipment. In the event that the City receives any tax or assessment notices on or in connection with the License Area or Licensee’s Equipment, the City shall promptly (but in no event later than thirty (30) calendar days after receipt) forward

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the same, together with reasonably sufficient written documentation that details any increases in the taxable or assessable amount attributable to Licensee’s Equipment. Licensee understands and acknowledges that this Master License and any Site License may create a possessory interest subject to taxation and that Licensee will be required to pay any such possessory interest taxes. Licensee further understands and acknowledges that any sublicense or assignment under this Master License and any options, extensions or renewals in connection with this Master License or any Site License may constitute a change in ownership for taxation purposes and therefore result in a revaluation for any possessory interest created under this Master License.

LICENSEE’S OBLIGATIONS TO MAINTAIN COMPLIANCE WITH LAWS Compliance with CPUC General Orders
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n addition to all other Laws, Licensee shall conduct all activities on the License Area in accordance with all applicable CPUC general orders, which includes without limitation CPUC General Order 95 and CPUC General Order 128 as those orders may be amended or superseded in the future, and the rules, regulations and other requirements adopted or enacted by the CPUC under such general orders.

Compliance with Building and Electric Codes
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n addition to Licensee’s compliance with all other Laws, Licensee shall conduct all activities on the License Area in accordance with the requirements in the California Building Code, the California Electric Code, the NESC and any applicable local building and electrical code, as those codes exist now or may be amended in the future. To the extent that CPUC General Order 95 does not address cellular telephone antenna installations on Vertical Infrastructure carrying electrical lines, Licensee shall comply with City requirements.

Compliance with RF Exposure Regulations
In addition to Licensee’s compliance with all other Laws, Licensee shall maintain compliance with all Laws related to human exposure to RF emissions by the FCC, which are based on the recommendations of various federal health and safety agencies including OSHA.

PUBLIC WORKS’ OPERATIONS
City’s Access to License Area
Except as specifically provided otherwise in this Master License, the City and its Agents have the absolute right to access any License Area in whole or in part at any time for any purpose and without notice to the Licensee. The City will not be liable, and Licensee waives any Claims against the City and its Agents, for damages that may arise from the City’s or its Agents’ access to the License Area, which includes, without limitation, any Equipment removed in an emergency or other exigent circumstances pursuant to Section 12.4 (Emergencies), except to the extent that the damage arises from the City’s or its Agent’s gross negligence or willful misconduct.

City’s Maintenance, Repair, or Alteration of Vertic al Infrastructure T
he City through its Public Works Department or Agents will: (1) maintain and repair Vertical Infrastructure as needed, in the City’s sole judgment, for its streetlight operations and other municipal functions; and, (2) correct any immediately hazardous condition. Except as provided

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in Section 19 (Termination), neither any City work on any Vertical Infrastructure nor any condition on any Vertical Infrastructure will: (a) entitle Licensee to any damages unless caused by City’s gross negligence or willful misconduct; (b) excuse or reduce any obligation by Licensee to pay any Site License Fees
or Additional Fees or perform any covenant under this Master License or any Site License; or (c) constitute or be construed as a constructive termination of this Master License or any Site License. The City and License’s respective rights, duties, and responsibilities related to the damage or destruction of the vertical infrastructure are set forth in Section 22 (Damage or Destruction of License Area).

City’s Maintenance, Repair, or Alteration of Other City Property The City may at any time, alter, add to, repair, remove from and/or improve the License Area in whole or in part for any municipal function, which includes without limitation maintenance and improvements in connection with street light services and compliance with all applicable Laws; provided, however, that the City: (1) makes a good-faith effort to provide prior notice to Licensee’s On-Call Representative; (2) allows Licensee’s On- Call Representative to observe the City’s work; and (3) the City takes reasonable steps not to disrupt Licensee’s ordinary operations on the License Area, taking into account any exigencies that may threaten persons or property. The provisions in this Section 12.3 will not be construed to allow Licensee’s ordinary operations to impede, limit, or delay the City’s authority and ability to make changes to the License Areas necessary to maintain streetlight services, any municipal utility services (to the extent permissible under applicable Laws), or any other municipal functions carried out for the public’s health, safety, welfare or benefit. The City and License’s respective rights, duties, and responsibilities related to the damage or destruction of the City Property or License Area are set forth in Section 22 (Damage or Destruction of License Area).

Emergencies
In emergencies or other exigent circumstances that pose an imminent threat to the public health, safety, and welfare, or in response to the damage or destruction of the Vertical Infrastructure or License Area as set forth in Section 22 (Damage or Destruction of License Area), the City’s work and operations will take precedence over Licensee’s operations, which includes without limitation any Equipment operated on the License Area unless expressly provided in applicable Laws, and the City may access the License Area in whole or in part as the City deems necessary in its sole and absolute determination and in accordance with this Section 12.4, without notice to Licensee.

When safe and practicable, as determined by the City, the City will notify Licensee of any emergency or other exigent circumstances that required the City to remove or replace any Vertical Infrastructure or other City Property and will allow Licensee to remove its Equipment before the City removes or replaces such Vertical Infrastructure or other City Property; provided, however, that the City will remove the Equipment from the License Area when in the City’s reasonable determination it would: (1) be unsafe or not practicable to wait for Licensee to perform (or cause to be performed) the work; (2) result in significant delay; or, (3) otherwise threaten or compromise public health, safety, welfare or public services. The City will remove any Equipment with reasonable care and store such Equipment for retrieval by Licensee. Licensee shall have the right to reinstall such removed Equipment (or equivalent replacement Equipment) at Licensee’s sole expense on the repaired or replaced Vertical Infrastructure and/or License Area and in accordance with Section 7 (Equipment Installation). Licensee expressly acknowledges that any act(s) taken by the City pursuant to this Section 12.4, which includes without limitation any Equipment removal or storage, will not be deemed to be a forcible or unlawful entry onto the License Area or any interference with Licensee’s contractual privilege to use the License Area.

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EMERGENCY CONTACTS
Coordination of Emergency Events
I
n case of an emergency due to interference, failure of traffic light signal system, or any unforeseen events, City will act to protect the public health and safety of its citizens, and to protect public and private property, notwithstanding any provision in this Agreement. City will make every reasonable effort to coordinate its emergency response with the Licensee. To that end, the city will use the following emergency contacts: The Licensee’s On-Call Representative and network operations center may be reached 24/7 at 800-638-2822 On each Vertical Infrastructure and/or License Area, Licensee must install one identification plate in strict compliance with the size, material, form and substance as shown on the Approved Plans. The identification plate must include Licensee’s corporate name and telephone number at which Licensee’s emergency contact may be reached at all times (24 hours and 7 days a week). Licensee must replace the identification plate in the event that any information on such plate changes.

Licensee’s Duty to Maintain Current Emergency Conta cts L
icensee will maintain the emergency contact information current at all times with the City.

Licensee’s Response to Network Emergency
I
n case of a Network Emergency, Licensee may access the Vertical Infrastructure and/or License Area without first obtaining a City permit provided Licensee has conducted network trouble- shooting and diagnostic tests and has reasonably identified the point or points of network failure or malfunction. While acting under this provision to address a Network Emergency, Licensee shall conduct its activities within the public rights-of-way in such a manner as to protect public and private property. Licensee will make every reasonable effort to coordinate its emergency response’ with the City. To that end, prior to entering the public rights-of-way, Licensee will contact the City at the designated emergency contact phone number: 925-960-8042 and give notice to Licensor of the Network Emergency and an estimated time period to address the situation. After the Network Emergency has been addressed, Licensee shall follow up with a report on what equipment repair work was completed.

City’s Duty to Maintain Emergency Contacts
C
ity will maintain the emergency contact information current at all times with Licensee.

INDEMNIFICATION
Licensee’s Indemnification Obligations
Licensee, for itself and its Agents, successors, and assigns, shall indemnify, defend and hold the City and its Agents, elected and appointed officials, officers, employees, agents, and designated volunteers (collectively, the “
Indemnified City Parties”) harmless from and against any and all Claims asserted in connection with or arising in whole or in part from: (1) death or personal injury to any person or damage or loss to any property to the extent arising out of the negligence or willful misconduct of Licensee or its Agents while acting on behalf of Licensee that occurs on or about the License Area or to the extent the same arises in connection with Licensee’s or its Agents’ negligence or willful misconduct while performing Permitted Uses or unauthorized uses

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or activities on or about the License Area; (2) Licensee’s failure or refusal to observe or perform any term, covenant, condition or other provision in this Master License to be observed or performed by Licensee; (3) Licensee’s or its Agents’ use or occupancy of the License Area, or the manner in which Licensee or its Agents use or occupy the License Area; (4) any exposure to RF emissions from the Equipment; (5) the License Area condition or any occurrence on or about the License Area attributable to the events described in in this Section 13 (Indemnification); or (5) any negligence or willful misconduct by Licensee or its Agents on or about the License Area, except to the extent that such Claims arise directly from any Indemnified City Parties’ gross negligence or willful misconduct. Licensee’s obligations under this Section 13 includes, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s actual costs to investigate any Claim. Licensee expressly acknowledges and agrees that: (a) it has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 13, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and, (b) Licensee’s obligations arise at the time any Indemnified City Parties tender such Claim to Licensee and continue until such Claim’s final resolution. Licensee’s obligations under this Section 13 for claims arising during the Term shall survive this Master License’s and any applicable Site License’s expiration or termination.

Licensee’s Defense of City
In the event that any Claim is brought against any Indemnified City Parties in connection with any subject matter for which any Indemnified City Parties are indemnified by Licensee under this Master License or any Site License, Licensee shall, upon written notice and at Licensee’s sole cost and expense, resist and defend against such Claim with legal counsel acceptable to the City.

The City shall not unreasonably withhold its consent to legal counsel selected by Licensee; provided, however, that the City may reject any legal counsel that: (1) has less than ten (10) years’ direct experience representing public agencies in similar actions or proceedings as that brought against the Indemnified City Parties; (2) has any past disciplinary actions by any United States tribunal or state bar association; or, (3) has any actual or potential conflicts of interest with any Indemnified City Parties. Licensee shall not, without the City’s written consent, enter into any compromise or settlement agreement on any Indemnified City Parties’ behalf that: (a) admits any liability, culpability or fault whatsoever on any Indemnified City Parties’ part; or, (b) requires any Indemnified City Party to take any action, which includes without limitation any change in the City’s policies, or pay any money. Nothing in this Master License shall be construed to limit or preclude any Indemnified City Parties or their respective legal counsel from cooperating with Licensee and participating in any judicial, administrative or other litigation or proceeding.

INSURANCE
Prior to any activities by Licensee on the License Area or other City Property, Licensee shall comply with all insurance requirements and other obligations contained in Exhibit B (Licensee’s Insurance Obligations). The City shall have the right to amend or replace the insurance requirements and other obligations contained in Exhibit B on sixty (60) days’ prior written notice to Licensee.

LIMITATIONS ON LIABILITY
General Limitation on City’s Liability
Licensee expressly acknowledges that the City is not responsible or liable to Licensee for any

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and all Claims that arise in connection with (1) acts or omissions by persons or entities using the sidewalk, street or other areas adjoining, adjacent to or connected with any License Area; (2) any utility service interruption; (3) theft; (4) burst, stopped or leaking water, gas, sewer, steam or other pressurized pipes; (5) fires, floods, earthquakes or other force majeure event that can neither be anticipated nor controlled; and, (6) any vehicular collision on or about the License Area or other City Property; all except to the extent such events are caused by the City’s or its Agents’ negligence or willful misconduct. Licensee expressly
waives and releases all Claims it may have
against the City or its Agents that arise in connection with the events described in this Section

15.1 as may be related to this Master License, any Site License or on or about the License Area, except for damages that arise directly from any Indemnified City Parties’ gross negligence or willful misconduct.

Consequential, Indirect, or Punitive Damages
Each party fully releases, waives and discharges forever any and all Claims against the other for consequential and incidental damages that may arise from or in connection with this Master License or any Site License, which includes without limitation any lost profits related to any disruption to Equipment, any interference with uses or operations conducted by either party under this Master License and/or any Site Licenses, from any cause whatsoever, and whether or not due to the active or passive negligence or willful misconduct by Licensee, the City or any Indemnified City Parties, and covenants not to sue for such damages Licensee, the City, the indemnified City Parties, the City’s other departments and agencies, officers, directors and employees, and all persons acting by, through or under them. Except for indemnity claims as described in Section 13, in no event will either party be liable to the other for any special, consequential or indirect damages.

No Relocation Assistance
Neither this Master License nor any Site License creates any right in Licensee to receive any relocation assistance or payment for any reason under the California Relocation Assistance Law (California Government Code §§ 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. §§ 4601 et seq.) or similar Laws upon or after any termination. To the extent that any such Laws may apply, Licensee waives, releases and relinquishes forever any and all Claims that it may have against the City for any compensation from the City except as provided in Section 23 (Condemnation).

Mutual Personal Liability Waiver
In no event will any individual City member, official, officer, employee, or other Agent be personally liable to Licensee, it successors or assigns, for any default, breach, other nonperformance or sum unpaid sum by the City. In no event will any individual Licensee member, official, officer, employee or other Agent be personally liable to the City for any for any default, breach, other nonperformance or sum unpaid sum by Licensee.

HAZARDOUS MATERIALS
Hazardous Materials in the License Area
Licensee covenants and agrees that neither Licensee nor its Agents cause or permit any Hazardous Material to be brought upon, kept, used, stored, generated, disposed of or Released in, on, under or about the License Area or any other City Property, in whole or part, or transported

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to or from any City Property in violation of any Environmental Laws, except that Licensee may use small quantities of Hazardous Materials as needed for routine operation, cleaning and maintenance of Licensee’s Equipment that are customarily used for routine operation, cleaning and maintenance of such Equipment and so long as all such Hazardous Materials are contained, handled and used in compliance with all manufacturer specifications and Environmental Laws.

Hazardous Material Release Notice
Licensee shall immediately notify the City if and when Licensee learns or has reason to believe any Hazardous Material Release has occurred in, on, under or about the License Area or other City Property. Licensee will not be deemed to have assumed liability for any such Release by giving such notice, unless such Release were caused by or arose in connection with Licensee’s or its Agent’s or invitee’s acts, omissions or negligence.

Licensee’s Hazardous Material Indemnification Oblig ations If Licensee breaches any obligations contained in this Section 16 (Hazardous Material), or if any act, omission or negligence by Licensee or its Agents results in any contamination on or about the License Area or other City Property, or in a Hazardous Material Release from, on, about, in or beneath the License Areas or any other City Property, in whole or in part, or any Environmental Law violation, then Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the City and any Indemnified City Parties harmless, from and against any and all Claims (including damages for decrease in value of the License Area or other City Property, the loss or restriction of the use of usable space in the License Area, or other City Property, and sums paid in settlement of Claims, attorneys’ fees, consultants’ fees, and experts’ fees and related costs) that arises during or after the Term related to or in connection with such Release or violation; provided, however, Licensee shall not be liable for any Claims to the extent such Release or violation was caused by an Indemnified City Parties’ gross negligence or willful misconduct.

Licensee’s indemnification obligation includes all costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought or Released onto the License Area or other City Property by Licensee or its Agents and to restore the License Area or other City Property to its condition prior to such introduction or Release, or to correct any Environmental Law violation. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified City Parties from any Claim that actually or potentially falls within this indemnity provision even if the allegations supporting the Claim are or may be groundless, fraudulent or false, and which obligation arises at the time such Claim is tendered to Licensee by the Indemnified City Party and continues until the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents causes any Hazardous Material Release on, about, in or beneath the License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to any Indemnified City Party, take any and all necessary actions to return the License Area and/or other City Property, as applicable, to the condition existing prior to such Hazardous Materials Release on the License Area or other City Property or otherwise abate the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the City’s or Indemnified City Parties’ gross negligence or willful misconduct. Licensee shall afford the City a full opportunity to participate in any discussions with Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise or proceeding that involves Hazardous Material Release on or about the License Area.

INTERFERENCE

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Licensee’s Obligations Not to Cause Communication or Computer Equipment Inference
Licensee will not install, maintain, or operate any Equipment in a manner that interferes with or impairs other communication (radio, telephone, data and/or other transmission or reception) or computer equipment lawfully used by any persons or entities, which includes the City and its Agents. If uncured, upon verification that such interference is caused by the Licensee or its Equipment, the interference will be a default by Licensee under this Master License and any applicable Site License. Upon notice of the interference form the City or from any person or entity lawfully using communication or computer equipment affected by the interference, Licensee shall promptly eliminate such interference at no cost to the City.

Licensee will be
required to use its best efforts to remedy and cure such interference without any impairment to any City operations. If Licensee does not promptly cure such default, the parties acknowledge that continued interference may cause irreparable injury to the City and, therefore, Licensee may power down the interfering Equipment and only energize the Interfering Equipment for periodic testing, in an effort to cure the interference, and if the interference is not cured then the City will have the right to bring an action against Licensee to, at the City’s
election, immediately enjoin such interference and/or to terminate all Site Licenses where the Equipment causes interference or impairment.

Interference Caused by a Change in City’s Use
If any change in any use on or about the License Area by the City during the Term results in measurable, material and adverse impairment to Licensee’s normal and lawful operations, which makes it necessary for Licensee to alter the Equipment to mitigate the adverse effect, Licensee shall notify the City and provide evidence to substantiate the claimed impairment. After the City receives such notice, the City will have the right to make its own reasonable determination and, if it agrees with Licensee, the City will investigate whether it can reasonably and economically mitigate that interference. The City will provide notice to Licensee of the City’s determination. If the City determines, in its sole discretion, that mitigation is reasonably and economically feasible, the City’s notice will specify when the City will mitigate the adverse effect. The City’s mitigation will effect a cure, and the City will not be liable to Licensee in any other way or be required to take any other measures with respect to the Equipment. If the City determines, in its sole discretion, that mitigation is not reasonably or economically feasible, Licensee may elect either to: (1) terminate the affected Site License and receive a pro-rata refund in the Site License Fee for those Site Licenses terminated after the first License Year; or (2) take steps itself at its own cost to mitigate the adverse effect and continue to operate the Equipment on the License Area, and receive from the City a written waiver from the obligation to pay the Site License Fee for the affected Site License location for the first six months in the next License Year to offset the mitigation costs. Licensee agrees that the City’s temporary and a partial abatement of the Site License Fee for the affected Site License location, or waiver under this Section 17.2, will be the only compensation due to Licensee for costs incurred or otherwise arising from the adverse effect as liquidated damages fully compensating Licensee for all Claims that may arise from or be related to the adverse effects. Under no circumstances will the City be required to alter its operations at the identified License Area or provide a replacement License Area to Licensee.

Interference Caused by City Access
Licensee acknowledges and agrees that it will not be entitled to any Site License Fee abatement if the City exercises its rights to access, remove, and/or store Equipment under Section 12 (Public Works’ Operations) unless the City’s activities cause Licensee to be unable to operate Equipment

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on the License Area for its Permitted Use for a period of more than ten (10) days; in which case, subject to proof, the Site License Fee for the Site License with the affected License Area will be abated on a pro-rata basis for the entire period that Licensee is unable to operate any Equipment in that affected License Area.

DEFAULT
Defaults and Cure Periods
The parties agree that any failure to perform or observe any term, condition, obligation or other provision in this Master License or any Site License shall be a default. For any monetary default, the defaulting party shall have thirty (30) days after receipt of written notice from the non- defaulting party to perfect a cure. The defaulting party shall not be entitled to any additional time to cure a monetary default. For any non-monetary default, the defaulting party shall have thirty (30) days after written notice from the non-defaulting party to perfect a cure; provided, however, that for any non-monetary default that cannot reasonably be cured within thirty (30) days, the defaulting party shall have additional time as is reasonably necessary to perfect the cure if the defaulting party commences to cure the default within the first thirty (30) days after notice and diligently pursues the cure to completion.

Licensee’s Remedies
Except as may be otherwise provided elsewhere in this Master License, Licensee’s sole remedies for the City’s uncured default will be to: (1) to terminate the Site License(s) affected by the uncured default on thirty (30) days prior written notice; or, (2) an action for damages subject to the limitations in Section 15 (Limitations on Liability).

City’s Remedies
I
n addition to all other legal and equitable rights and remedies available to the City, the City has the following remedies after an uncured default by Licensee:

License Continuation
Without prejudice to its right to other remedies, the City may continue this Master License and any applicable Site Licenses then in effect, with the right to enforce all its rights and remedies, which include without limitation the right to receive all Administrative Fees, Site License Fees, Additional Fees, Default Fees, City Staff Augmentation costs and other sums as they may become due.

Site License Termination
I
f Licensee’s default affects one or more Site Licenses and remains uncured beyond all applicable cure periods, the City may terminate such Site Licenses on thirty (30) days’ prior written notice to Licensee. Notwithstanding the foregoing, the City’s termination of such Site Licenses shall terminate Licensee’s rights only in specific Vertical Infrastructure identified in such Site Licenses that are affected by Licensee’s default and as determined by the City; Licensee’s rights in specific Vertical Infrastructure and site locations that are not affected by Licensee’s default shall continue in full force and effect.

Default Fees

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In addition to all other rights and remedies available to the City, the City may require Licensee to pay an additional fee to offset the City’s administrative cost to enforce compliance with this Master License or any Site License as more particularly described on Schedule 2 (each a “Default Fee ”). Licensee shall pay the Default Fee within fifteen (15) days after a written demand from the City. If Licensee fails to timely pay the Default Fee or cure the underlying default within the applicable cure period, the City shall have the right (but not the obligation) to send Licensee a follow-up notice and demand for an additional Default Fee that will be due and payable within fifteen (15) days. Licensee’s obligation to pay Default Fees is separate and distinct from the underlying default. Default Fee payments shall not be deemed to cure the underlying default.

Cumulative Remedies
Except as otherwise provided in this Master License, all rights and remedies available to the City or Licensee are cumulative, and not a substitute for, any rights or remedies otherwise available to the City or Licensee.

TERMINATION
Master License Termination by Licensee
Except as otherwise provided in this Master License, Licensee may not terminate this Master License during the first five (5) years of the initial ten (10) year Term. After the first five (5) years of the initial ten (10) year Term, Licensee may terminate this Master License without cause on one (1) year’s prior written notice to the City. To avoid any doubts, Licensee may not terminate this Master License within the first five (5) years of the initial ten (10) year Term for any reason other than for cause as provided in this Master License.

Site License Termination by Licensee
E
xcept as otherwise provided in this Master License, Licensee may not terminate any Site License within the first License Year. At any time after the first License Year, Licensee may, in Licensee’s sole discretion and for any or no reason, terminate any Site License on ninety (90) days’ prior written notice to the City.

Master License Termination by City
T
he City may terminate this Master License upon written notice if 66% of sites remain in default beyond any applicable cure period.

Site License Termination by City
The City has the right to terminate any or all Site Licenses.

The City’s right to terminate any or all Site Licenses on ninety (90) days’ prior written notice to Licensee when the City determines based on evidence, that Licensee’s operations on or about the License Area adversely affects or threatens public health and safety in violation of Laws, materially interferes with the City’s municipal functions, requires the City to maintain Vertical Infrastructure that the City no longer needs for its own purposes, in response to a default by
Licensee as set forth in this Master License, or as a result of the termination of this Master

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License. In the event that the City terminates any Site License for reasons unrelated to Licensee’s failure to perform its obligations under this Master License, the City shall refund any pre-paid Site License Fee on a pro-rata basis. In addition, the City shall prioritize Licensee’s Site License Application for any Site License to replace the terminated Site License; provided, however, that:
(1) the City shall prioritize only as many Site License Applications as Site Licenses terminated by the City; and, (2) the City’s prioritization will not affect Licensee’s obligations under this Master License.

ASSIGNMENT AND OTHER TRANSFERS
General Restriction on Assignment and Other Transfers
E
xcept as specifically provided in Section 20.3 (Permitted Assignments), Licensee shall not directly or indirectly assign or transfer its interests or rights, whether in whole or in part, in connection with this Master License, any Site License, any License Area, or any Vertical Infrastructure without the City’s prior written consent, which the City may withhold or condition its consent in its sole and absolute discretion for any or no reason. In addition, Licensee shall not mortgage or grant a security interest (including any liens) in this Agreement, any Site License, any License Area, or any Vertical Infrastructure, and Licensee shall not create, permit, or suffer any other encumbrances affecting any portion of the License Area.

General Assignment and Other Transfer Procedures
Proposed Assignment Notice
I
n the event that Licensee desires to assign or otherwise transfer any right, title or interest in this Master License or any Site License, whether in whole or in part, and such assignment or other transfer is not a Permitted Assignment, Licensee shall first send written notice to the City (the “
Proposed Assignment Notice”), which states in detail the proposed terms and conditions for the proposed assignment or other transfer and provides complete information that the City reasonably requires to fully evaluate Licensee’s request and render an informed decision, which includes business track records, references, financial ability to assume the duties and responsibilities set forth in this Master License, and other information about the proposed assignee or transferee (the “
Proposed Assignee ”) due to the provisions in Section 20.5 (Assumption by Assignee of Transferee). The notice may require the disclosure of proprietary, trade secret, or other confidential information (collectively “ Confidential Information”). If the
Licensee believes the Confidential Information should be withheld from production in response to request made pursuant to the California Public Records Act, then the Licensee shall identify such Confidential Information when it is provided to the City, request the Confidential Information be withheld from any request pursuant to the California Public Records Act, and explain why the Confidential Information qualifies for withholding pursuant to the California Public Records Act.

The City shall return such Confidential Information to the Licensee after the City completes its review. In the event that Licensee does not provide all such information simultaneously with the Proposed Assignment Notice, the Proposed Assignment Notice shall not be deemed complete for action by the City until the Licensee delivers such information as the City may reasonably require.

City’s Response to Proposed Assignment Notice
T
he City shall consent to, or deny, an assignment or other transfer within thirty (30) days after

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the City receives a complete Proposed Assignment Notice (the “ Assignment Response Period”). If the City fails to respond within the Assignment Response Period, the request for assignment or other transfer will be deemed denied. If the City delivers to Licensee written consent to the proposed assignment or other transfer, then Licensee shall have one (1) year from such written consent to complete the assignment or other transfer. The City’s consent will be deemed to be automatically revoked if Licensee fails to complete the proposed assignment or other transfer within said one (1) year period; provided, however, that the one (1) year period may be extended to a date certain in a written agreement, which the City shall not unreasonably refuse if the extension is necessitated by circumstances outside Licensee’s control.

Permitted Assignments
General Authorization
The City agrees that Licensee will be permitted to assign or otherwise transfer this Master License and any Site License(s) issued under it without the City’s prior consent, but with notice to the City as provided below, to: (1) an Affiliate; (2) an entity that acquires all or substantially all Licensee’s assets in the market area where the License Area is located (as the “market area” is or may be defined by the FCC); (3) an entity that acquires a controlling interest Licensee by a change in stock ownership or partnership interest; (4) an entity Controlled by Licensee; or, (5) an entity that is a successor to Licensee either merger, acquisition, or other consolidation of Licensee (each such assignment or transfer shall be referred to as a “ Permitted Assignment”).

Conditions on Permitted Assignments
All Permitted Assignments, and all consents to an assignment or other transfer, are subject to all the following conditions: (1) the Proposed Assignee may use the License Area only for the Permitted Use and has all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (2) Licensee provides the City with written notice within thirty (30) days before the Permitted Assignment becomes effective, and such notice shall state the contact
information for the Proposed Assignee and provide financial information establishing that the Proposed Assignee meets the capital and fiscal qualifications necessary to perform Licensee’s obligations under this Master License and any Site License and as set forth in section 20.5 (Assumption by Assignee of Transferee); and, (3) Licensee is in good standing under this Master License.

Effect of Assignment or Other Transfer
No assignment or other transfer by Licensee, consent to assignment by the City, or Permitted Assignment under Section 20.3 (Permitted Assignments) will relieve Licensee from any obligation on its part under this Master License or any Site License. Any assignment or other transfer that is not in compliance with this Master License will be void and is a material default by Licensee without a requirement for notice from the City and with a right to cure by the Licensee. The City’s acceptance of any Site License Fee, Additional Fee, or other payments from a Proposed Assignee will not be deemed to be the City’s consent to such assignment or other transfer, recognition of any assignee or transferee or waiver of any failure of Licensee or other transferor to comply with this Section 20 (Assignments and Other Transfers).

Assumption by Assignee or Transferee
Each Proposed Assignee shall assume all Licensee’s obligations under this Master License and

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each assigned Site License and will be, and will remain, jointly and severally liable with Licensee for all obligations to be performed by Licensee. No assignment or other transfer will be binding on the City unless Licensee or the Proposed Assignee delivers to the City evidence satisfactory to the City that the Proposed Assignee has obtained all Regulatory Approvals required to operate as a wireless communications service provider in the market area where the assigned License Area is located, a copy of the assignment or other transfer agreement (or other document reasonably satisfactory to the City in the event of a Permitted Assignment under Section 20.3 (Permitted
Assignments)) and an instrument in recordable form that contains a covenant of assumption by such Proposed Assignee satisfactory in substance and form to the City, consistent with the requirements in this Section 20 (Assignment and Other Transfers). However, the failure or refusal by a Proposed Assignee to execute such instrument will not release such Proposed Assignee from its liability as set forth in this Section. Except for a Permitted Assignment as provided in Section 20.3 (Permitted Assignments), Licensee shall reimburse the City on demand for any reasonable costs that the City incurs in connection with any proposed assignment, which includes the costs to investigate the acceptability of the Proposed Assignee and legal costs incurred in connection with considering any requested consent. The City agrees that its right to reimbursement under this Section for the reasonable costs to investigate the acceptability of a Proposed Assignee will be limited to Two Thousand Dollars and 00/100 Dollars ($2,000.00) for each request.

LICENSEE’S CUSTOMERS AND CO-LOCATORS
Licensee may provide capacity to Licensee’s customers using, or permit such customers to use, the Equipment installed by Licensee without the City’s consent required in Section 20 (Assignment and Other Transfers) provided, however, that: (1) Licensee remains solely responsible for such Equipment and (2) such use by Licensee or Licensee’s customers does not involve any physical changes to the Equipment other than changes permitted under Section 7.9 (Replacement or Upgrade of Equipment Shown on the Approved Plans. In any other case, Licensee may provide capacity to Licensee’s customers using, or permit such customers to use, the Equipment installed by Licensee upon prior written notice to the City that: (a) identifies the customer who will be using the Equipment and the location(s) where such use will occur; and, (b) includes the appropriate Annual Site License Fee for the additional carrier to be the same as the Annual Site License Fee paid by Licensee to the City, prorated to account for any partial year.

Thereafter, Licensee shall pay the additional carrier’s Site License Fee each year in the same manner as the Site License Fee so long as the additional carrier continues to use the Equipment.

Notwithstanding anything in this Master License to the contrary, Licensee shall not be required to pay any additional fee to allow Licensee’s customers to use wireline Equipment for data transport, backhaul or similar services.

DAMAGE OR DESTRUCTION OF LICENSE AREA
City’s Rights after Damage or Destruction
City’s Election to Repair or Replace Vertical Infra structure W
ithin thirty (30) days after the date on which the City discovers damage or destruction on or about any Vertical Infrastructure, the City will give Licensee notice of the City’s decision as to whether to repair or replace the damaged Vertical Infrastructure and its good faith estimate as to the time the City will need to complete the work. If the City cannot complete the work within thirty (30) days after the date that the City specifies in its notice, or if the City elects not to do the work, then Licensee will have the right to terminate the affected Site License(s) on thirty (30) days’ prior

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written notice to the City.

City’s Election to Remove Vertical Infrastructure
If the City elects to remove, rather than repair or replace, any damaged Vertical Infrastructure licensed to Licensee, then the applicable Site License will automatically terminate on the last day of the month in which the removal occurs.

City’s Election to Remove Equipment
If the acts by third parties or other force majeure event that can neither be anticipated nor controlled destroys or damages any Vertical Infrastructure, License Area or other City Property to such an extent that, in the City’s reasonable determination, the Equipment on the Vertical Infrastructure, License Area or other City Property cannot be operated, the City may decide to terminate affected Site License on thirty (30) days’ prior written notice to Licensee and require Licensee to remove the Equipment from the damaged Vertical Infrastructure before the termination date specified in the City’s notice.

Licensee’s Rights after Termination
After the City terminates a Site License pursuant to Section 22.1 (City’s Rights After Damage or Destruction), the City will: (1) refund any pre-paid Site License Fee in connection with the terminated Site License on a pro-rata basis determined by the number of months left in the current License Year at the time such termination occurs, unless the termination occurs in the first 12 months after the Commencement Date; and (2) prioritize Licensee’s Site License Application for one replacement Site License for each such license terminated by the City.

Licensee’s Statutory Waiver
The parties understand, acknowledge and agree that this Master License fully governs their rights and obligations in the event that any licensed Vertical Infrastructure becomes damaged or destroyed, and, to the extent applicable, the City and Licensee each hereby waives and releases the provisions in California Civil Code sections 1932(2) and 1933(4) or any similar Laws.

CONDEMNATION
Permanent Takings
In the event that any person or entity with the power to condemn permanently takes any License Area, in whole or in part, or in the event that the City transfers any License Area in whole or in part to such entity in lieu of eminent domain, the following provisions will apply:

Termination Rights after Condemnation
Any affected Site License will automatically terminate as to the part taken or transferred on the date the permanent taking or transfer occurs. At the same time, the Site License Fee under the affected Site License will be reduced on a pro-rata basis to account for taking.

Award
The City will be entitled to any award paid or made in connection with the taking or any sums paid

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in lieu of such taking. Licensee will have no Claim against the City for the value of any unexpired Term under either this Master License, any Site License or otherwise except that Licensee may claim any portion of the award that is specifically allocable to Licensee’s loss or damage to Licensee’s Equipment.

No Statutory Right to Terminate
The parties understand, acknowledge and agree that this Section 23.1 (Permanent Takings) is intended to fully govern the parties’ rights and obligations with respect to a permanent taking for which just compensation is due. Licensee and the City each hereby waives and releases any right to terminate this Master License in whole or in part under California Code of Civil Procedure sections 1265.120 and 1265.130, as may be amended or superseded, to the extent applicable to this Master License and any Site License(s).

Temporary Takings
Any taking that affects any License Area, in whole or in part, for less than ninety (90) days will have no effect on the affected Site License, except that Licensee will be entitled to a pro-rata abatement in the applicable Site License Fee to the extent that such temporary taking materially impairs Licensee’s ability to use the License Area for more than ten (10) days.

RECORDS
General Record Maintenance and Inspection
Licensee shall maintain throughout the Term (and for at least one year after this Master License expires or terminates) the following records in physical format at Licensee’s physical office within the State of California and in an electronic format: (1) site identification information and physical location (e.g., a physical address and/or GPS coordinates) for all Vertical Infrastructure under active Site Licenses between the City and Licensee; (2) a ledger or other similar document that contains the amount and payment date for all Site License Fees paid to the City pursuant to this Master License and any Site Licenses; (3) true and correct copies of all Approved Plans and Regulatory Approvals issued in connection with the Equipment on Vertical Infrastructure; (4) copies of all insurance policies, endorsements and other related documents required to be obtained and maintained under Section 14 (Insurance); and (5) all correspondence with the City in connection with any matter covered under this Master License and any Site License. No more than once during any five (5) year period, to determine whether Licensee has fully and accurately paid all Site License Fees and other sums payable to the City under this Master License and any Site License, and to determine whether Licensee has complied with its other obligations, the City, or its designee, will have the right to inspect and audit Licensee’s records (except proprietary, trade secret, or other information confidential by statutory authority) at Licensee’s office in the State of California during regular business hours on ten (10) days’ prior written notice to Licensee.

In the event that any inspection or audit concludes that Licensee failed to pay Site License Fees and other sums by more than five percent (5%), Licensee shall, within thirty (30) days after a written demand from the City, pay all outstanding sums and reimburse the City for the City’s reasonable, actual and documented costs and expenses to conduct the investigation or audit.

Equipment Inspections and Audits
The City has the right (but not the obligation) to inspect Licensee’s License Area and the Equipment to evaluate Licensee’s compliance with this Master License, any Site License and all

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applicable Laws. In the event that any such inspection or evaluation concludes that Licensee installed Equipment without proper authorization or that five percent (5%) or more sites were not installed in compliance with the Approved Plans or all applicable Laws, Licensee shall, within thirty (30) days after a written demand from the City, reimburse the City for the City’s reasonable, actual and documented costs and expenses to conduct the investigation or evaluation.

Estoppels
Licensee, at any time throughout the Term and on not less than 30 days’ prior written notice from the City, shall execute, acknowledge and deliver to the City or its designee, an estoppel certificate with the following statements: (1) that Licensee has accepted the License Area (or, if Licensee has not done so, that Licensee has not accepted the License Area in whole or in part and specifying the applicable License Areas and reasons for non-acceptance); (2) the Commencement Dates for any Site Licenses then in effect; (3) the Effective Date and Expiration Date under this Master License; (4) that this Master License and any Site Licenses are unmodified and in full force and effect or, if modified, the manner in which they are modified; (5) whether any defenses currently exist against any action to enforce Licensee’s obligations under this Master License (and, if so, specifying the same); (6) whether Licensee believes that the City failed to perform any obligations under this Master License or any Site License (and, if so, specifying any obligations that Licensee believes that the City has failed to meet); (7) the dates, if any, on which the Site License Fees and Additional Fees have been paid; and, (8) any other information that may be reasonably required by any such persons.

RULES AND REGULATIONS
A
t all times throughout the Term, Licensee shall fully and faithfully comply with any and all reasonable rules, regulations and instructions that the City may from time-to-time establish and/or amend with respect to the License Area.

SURRENDER OF LICENSE AREA
Licensee’s Removal and Restoration Obligations
No later than ninety (90) days after this Master License or any Site License expires or terminates, Licensee shall: (1) peaceably remove its Equipment from the License Areas affected by the expiration or termination; (2) restore any such License Areas and other City Property affected by the removal to the condition that existed immediately before Licensee installed its Equipment, reasonable wear and tear excepted; and (3) surrender such License Area to the City free and clear from any debris, hazards, liens and encumbrances. The obligations under this Section 26.1 will survive this Master License’s or any Site License’s expiration or termination.

Abandonment
At its option, the City may deem any Equipment to be abandoned that remains on any Vertical Infrastructure, License Area or other City Property for more than ninety (90) days after this Master License or any Site License expires or terminates. In any case, the city may dispose of abandoned Equipment in any lawful manner. Licensee agrees that California Civil Code Sections 1980 et seq. and similar Laws addressing abandoned property by residential or commercial tenants do not apply to any abandoned Equipment.

Hold Over

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If Licensee fails to surrender the License Area as required in this Master License, and the City consents to Licensee’s holdover, the Term will be automatically extended for one (1) year on the same terms and conditions except that the Site License Fee shall automatically increase by one hundred twenty-five percent (125%) over the then-current Site License Fee. Any holdover without the City’s consent will be a default by Licensee and will entitle the City to exercise any or all rights and remedies.

SURETY BOND
Surety Bond Amount
Prior to any work performed by Licensee pursuant to this Master License or any Site License, Licensee shall furnish the City with a surety bond in the amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “
Surety Bond”) as security to provide recourse for the City (at its option) in the event that Licensee defaults on any obligations under this Master License or any Site License. Such bond shall be with a company and in a form and amount reasonably satisfactory to the City Manager and the City Attorney.

Bond Amount Replenishment
In the event that the City applies or uses the Surety Bond, in whole or in part, to cure any default by Licensee under this Master License or any Site License, Licensee shall replenish the Surety Bond in the amount and on the date specified in a written notice to Licensee. The City may, in the City’s reasonable judgment, require Licensee to increase the Surety Bond amount from time- to-time to an amount not to exceed One Hundred and Fifty Thousand and 00/100 Dollars ($150,000) if the City determines that the increase is warranted by the number of Site Licensees issued or determines that the Licensee’s past acts or omissions in connection with the License Area, including draws upon the security requiring replenishment, warrant additional security.

Bond Application
Licensee agrees that the City may use the Surety Bond, in whole or in part, to remedy any damage to the License Area caused by Licensee, its Agents or any failure by Licensee to perform any term, covenant or condition in this Master License or any Site License (which includes, without limitation, any failure to pay any Site License Fee or other sums due under this Master License or any Site License either before or after any default). In the event that the City uses the Surety Bond in whole or in part, the City will not be deemed to have waived any rights under this Master License, or legal or equitable rights whatsoever. Licensee expressly waives any rights it may have under California Civil Code Section 1950.7 or any similar Laws and agrees that the City may retain from the Surety Bond any portion reasonably necessary to compensate the City for any foreseeable or unforeseeable loss or damage caused by Licensee’s, or its Agents’ acts or omissions, but any unused amount shall be returned to Licensee or the surety company providing the Bond.

MISCELLANEOUS PROVISIONS
Notices
Except as may be specifically provided otherwise in this Master License, all notices, demands or

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other correspondence required to be given in connection with or pursuant to this Master License must be written and delivered through (1) an established national courier service that maintains delivery records and confirmations; (2) hand delivery; or (3) certified or registered U.S. Mail with prepaid postage and return receipt requested, and addressed as follows:

TO CITY: Community Development Director
1052 South Livermore Ave
Livermore, CA 94550
Telephone: 925-960-4400
Facsimile:

Email: [email protected]
with copies to: City Engineer
1052 South Livermore Avenue
Livermore, CA 94550
Telephone: 925-960-4500
Facsimile: 925-960-4505
Email: [email protected]
TO LICENSEE: New Cingular Wireless PCS, LLC
Attn: Tower Asset Group-Lease Admin; CRAN Group
Re: CCL04805 (CA)
Fixed Asset No: 10147886
1025 Lenox Park Blvd NE, 3rd Floor
Atlanta, GA 30319
With a copy to: N ew Cingular Wireless PCS, LLC
Attn: AT&T Legal Dept
Re: CCL04805 (CA)
Fixed Asset No: 10147886
208 S Akard Street
Dallas, TX 75202-4206
All notices, demands or other correspondence in conn ection with this Master License will be deemed to have been delivered: (a) two days after deposit if delivered by U.S. certified mail; (b) the date delivery is made by personal delivery or overnight delivery; or (d) the date an attempt to make delivery fails if a party changes its address without proper notice or refuses to accept delivery after an attempt. Telephone, facsimile and email information are provided for convenience and for couriers who may require such information, and any notice given solely through electronic means will not be deemed to be effective notice. Any copies required to be given constitute an administrative step for the parties’ convenience and not actual notice. The parties may change the notice addresses above from time-to-time through written notice to the addresses above or the then-current notice address.

Waivers
No failure by either the City or Licensee to insist that the other strictly perform any obligation, term, covenant or condition under this Master License or to exercise any rights, powers or remedies in connection with the other party’s failure to strictly perform such obligation, term,

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covenant or condition no matter how long the failure to insist on such performance or exercise such rights, powers or remedies, will be deemed to waive any default for non-performance. No behaviors, patterns or customs that may arise between the parties with respect to their performance required under this Master License will be deemed to waive any rights, powers or remedies the parties’ may have to insist on strict performance. Neither Licensee’s payment nor the City’s or its Agents acceptance of any Administrative Fees, Site License Fees, Additional Fees or any other sums due to the City or its Agents under this Master License during any such default will be deemed to cure any such default, waive the City’s right to demand material compliance with such obligation, term, covenant or condition or be deemed to be an accord and satisfaction for any Claim the City may have for further or additional sums. Any express waiver by either the City or Licensee in connection with any default or obligation to perform any provision, term, covenant or condition under this Master License will: (1) be limited to the specific default or performance for which the express waiver is granted; (2) not be deemed to be a continuing waiver; and, (3) not affect any other default or performance no matter how similar or contemporaneous such other default or performance may be. The City’s or Licensee’s consent given in any specific instance in connection with or pursuant to this Master License will not relieve the City or Licensee from the obligation to secure the other’s consent in any other or future specific instances, no matter how similar or contemporaneous the request for consent may be.

Integration; Amendments
This Master License constitutes the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings, whether written or oral, with respect to the subject matter covered in this Master License. This Master License and any Site Licenses (and any default in connection with this Master License or any Site Licenses) may not be orally changed, waived, discharged, altered, modified, amended or terminated. This Master License and any Site Licenses (and any default in connection with this Master License or any Site Licenses) may not be changed, waived, discharged, altered, modified, amended or terminated, except by a written instrument signed by both parties.

Interpretation
The parties acknowledge and agree that the following interpretive rules will be applicable to this Master License and any Site License:

General
Whenever required by the context, the singular includes the plural and vice versa; the masculine gender includes the feminine or neuter genders and vice versa; and defined terms encompass all their correlated forms (e.g., the definition for “indemnify” applies to “indemnity,” “indemnification,” etc.).

Joint and Several Liability
In the event that the City consents to enter this Master License with more than one Licensee, which consent the City may withhold or condition in the City’s sole and absolute discretion, the obligations and liabilities imposed on Licensee under this Master License will be joint and several among the multiple Licensees to this Master License.

Captions and Other Reference Material

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The section captions in this Master License and the table of contents have been included for the parties’ convenience and reference and neither the captions nor the table of contents in no way define or limit the scope or intent of any provision in this Master License.

Time
References in this Master License to “days” mean calendar days, unless specifically provided otherwise. A “business day” means a day other than a Saturday, Sunday or a bank or City holiday. If the last day in any period to give notice, reply to a notice or to undertake any other action occurs on a day that is not a business day, then the last day for giving notice, replying to the notice or undertaking any other action will be the next business day. Except as modified in this Section, time is of the essence with respect to all provisions in this Master License for which a definite time for performance is specified.

Inclusive Words and/or Phrases
Inclusive terms and/or phrases, which includes without limitation the terms and/or phrases “including,” “such as” or similar words or phrases that follow any general or specific term, phrase, statement or matter may not be construed to limit the term, phrase, statement or matter to the stated terms, statements or matters, or the listed items that follow the inclusive term or phrase, whether any non-limitation language or disclaimers, such as “including, but not limited to” and/or “including without limitation” are used or not. Rather, the stated term, phrase, statement or matter will be interpreted to refer to all other items or matters that could reasonably fall within such term, phrase, statement or matter given its broadest interpretation.

Successors and Assigns
Except as may be expressly provided in this Master License, the conditions, covenants, promises and terms contained in this Master License will bind and inure to the benefit of the City and Licensee and their respective successors and assigns.

Brokers
The parties represent to each other that neither has had any contact, dealings or communications with any Broker in connection with this Master License, whose commission, if any, would be paid pursuant to a separate written agreement between such Broker and such party with which such Broker contracted. In the event that any Broker perfects any claim or finder’s fee based upon any such contact, dealings or communications, the party to such written contract with such Broker shall indemnify the other party from all Claims brought by such Broker.

This Section 28.6 will survive this Master License’s expiration or earlier termination.

Governing Law; Venue
This Master License must be construed and enforced in accordance with the laws of the State of California, without regard to the principles of conflicts of law. This Master License is made, entered and will be performed in the City of Livermore, County of Alameda, State of California.

Any action concerning this Master License must be brought and heard in the California Superior Court for the County of Alameda, or if federal claims are involved in the United States District Court for the Northern District of California.

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Litigation Fees and Costs
In the event the City or Licensee prevails in an action to enforce its rights under this Master License or individual Site License, the prevailing shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.

Recording
L
icensee acknowledges and agrees that: (1) this Master License and any Site License affects the City’s personal property and therefore cannot be recorded in any official records; (2) Licensee shall not have the right to record this Master License, any Site License, any memorandum or any short-form agreement in relation to this Master License or any Site License; and, (3) Licensee shall, at Licensee’s sole cost and expense, remove any document or other instrument recorded against the City’s title to any City Property promptly upon the City’s request or demand. In the event that this Master License or any Site License affects or is deemed to affect any real property owned by the City, Licensee may not record any document or instrument in connection with this Master License or any Site License without the City’s prior written consent, which the City may withhold in the City’s sole and absolute discretion.

No Third-Party Beneficiaries
Neither this Master License nor any Site License is intended to (and shall not be construed to) give any third party, which includes without limitation Licensee’s customers or any other third- party beneficiaries, any right, title or interest in this Master License, any Site License or the real or personal property(ies) that may be affected by the same, unless such third parties are specifically and explicitly identified by their legal name in this Master License.

Non-Discrimination
L
icensee shall not discriminate against any employee or applicant for employment because of sex, race, color, age, religion, ancestry, national origin, military or veteran status, disability, medical condition, genetic information, marital status, or sexual orientation. Licensee shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their sex, race, color, age, religion, ancestry, national origin, military or veteran status, disability, medical condition, genetic information, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

Survival
A
ll terms, provisions, covenants, conditions and obligations in this Master License any Site License will survive this Master License’s or the subject Site License’s expiration or termination when, by their sense or context, such provisions, covenants, conditions or obligations: (1) cannot be observed or performed until this Master License’s or any Site License’s expiration or earlier termination; (2) expressly so survive; or, (3) reasonably should survive this Master License’s or any Site License’s expiration or earlier termination. Notwithstanding any other provision in this Master License or any Site License, the parties’ rights to enforce any and all Indemnities,

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representations and warranties given or made to the other party under this Master License, any Site License during its Term or any provision in this Master License or any Site License will not be affected by this Master License or any Site License expiration or termination.

Severability
If any provision in this Master License, any Site License or such provision’s application to any person, entity or circumstances is or held by any court with competent jurisdiction to be invalid or unenforceable: (1) such provision or its application to such person, entity or circumstance will be deemed severed from this Master License or any Site License; and, (2) all other provisions in this Master License, any Site License or their application to any person, entity or circumstance will be valid and enforceable to the fullest extent permitted by Law, except to the extent that such enforcement would, (a) be manifestly unreasonable or manifestly inequitable under all the circumstances, or (b) undermine one or both parties’ fundamental purpose in entering this Master License.
[END OF MASTER LICENSE - SIGNATURE PAGE APPEARS ON NEXT PAGE]

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221
INWITNESSWHEREOF,theCityandLicenseeexecutedthisMasterLicenseonthe EffectiveDate:

THECITY:LICENSEE:

City ofLivermore,NewCingularWirelessPCS,LLC,
a CaliforniamunicipalcorporationaDelawarelimitedliabilitycompany By:
________________________________
By:AT&TMobilityCorporation
MariannaMaryshevaIts:Manager
CityManager
Date:
______________________________
By:u1I
PrintName:
_____________________
Its:0;CQc*nctoRS*<,fl-rfxic.,nepa
Date:‘c’”‘&:a’flS
APPROVEDASTO FORM:

By:
____________________________
CityAttorney/AssistantCityAttorney
Date:______________________________

APPROVEDASTOINSURANCE
By:_______________________
RiskManager/RiskAnalyst
Date:_______________________

APPROVEDBYCITYCOUNCIL
RESOLUTIONNO.

ATTEST:

By:
____________________________
CityClerk
Date:
______________________________
[ENDOFSIGNATUREPAGE-EXHIBITS&SCHEDULESBEGINONNEXTPAGEJ
MLAforWirelessFacilitiesinROWpg.42
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EXHIBIT A
222

EXHIBIT A

FORM OF SITE LICENSE AGREEMENT
(appears behind this coversheet)

EXHIBIT A

223

SITE LICENSE NO. [INSERT NUMBER IN CONSECUTIVE ORDER]

Pursuant to that certain Master License between the City of Livermore, a California municipal corporation (the “City”) and [insert fully licensee name] (“Licensee”), Licensee submits to the City two partially executed counterparts of this Site License, together with all the materials listed below, as its Site License Application in accordance with Section 6 under the Master License:

1. Exhibit A-1, which contains a summarized list that identifies all Vertical Infrastructure covered under this Site License Application;

2. Exhibit A-2, which contains detailed construction plans for the proposed installation(s) and an inventory for all proposed Equipment to be installed on the Vertical Infrastructure covered under the Site License Application;

3. a true and correct copy of Schedule 1 attached to this Master License

4. a Site License Fee equal to [ $ per site multiplied by number of sites] ;

5. all other information and materials required for a complete application for all Regulatory Approvals issued by the City’s departments, which the City may update from time-to-time in accordance with applicable Laws; and

6. if the City elects to augment its staff as provided in this Master License, a deposit for the City’s estimated costs.

Licensee acknowledges that: (1) this Site License will not be effective until the City returns a fully executed copy to Licensee; and (2) Licensee will not have the right to access or install Equipment on the License Area until after Licensee has: (a) submitted a complete Acknowledgment Letter to the City with all information and funds required; (b) submitted insurance information to the City as specified in Exhibit B to the Master License; and (c) the City has provided notice to proceed by returning to Licensee a countersigned copy of the Acknowledgment Letter.

This Site License is executed and effective on the last date written below and, upon full execution will be the City’s authorization for the City to begin its review of the locations and plans and specifications proposed in this Site License Application.

[END OF SITE LICENSE - SIGNATURES APPEAR ON NEXT PAGE]

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224

THE CITY:

City of Livermore,
a California municipal corporation

By:

Its: City Manager_____________________

Date: _____________________________
LICENSEE:

New Cingular Wireless PCS, LLC,
a Delaware limited liability company

By: AT&T Mobility Corporation
Its: Manager

By:

Its:

Date:

EXHIBIT A

225

EXHIBIT A-1

VERTICAL INFRASTRUCTURE LOCATIONS I LICENSE AREA

Site License No.

[Licensee to list all proposed Vertical Infrastructure requested in this Site License Application]

EXHIBIT A

226

EXHIBIT A-2

LICENSEE’S PLANS AND SPECIFICATIONS

Site License No.

[Licensee to attach all plans and specifications for all Equipment proposed to be installed at all proposed Vertical Infrastructure]

EXHIBIT A

227

EXHIBIT A-3

FORM OF ACKNOWLEDGMENT LETTER

Licensee to complete and submit after Regulatory Approvals obtained [date] [ insert addressee information]

RE: Site License No.

Dear City Manager:

This letter will confirm the following: (1) that Licensee has obtained all the Regulatory Approvals required for the Permitted Use under this Site License, and (2) the Commencement Date of this Site License is [ insert date] , which is the first day of the month after Licensee obtained all Regulatory Approvals.

This letter also confirms that Licensee has submitted all required insurance information to the City. A check for the full Site License Fee for the first License Year of this Site License is attached.

Please acknowledge the City’s receipt of this letter and the items listed below and issue the City’s approval for Licensee to begin installation of Equipment on the License Area by signing and returning a copy of this letter.

Sincerely,

[insert name]
[insert title]

Enc.
[ ] copies of all permits issued by the City’s departments [ ] Insurance certificates
[ ] Contractor’s insurance certificates
[ ] First License Year’s Site License Fee
[ ] Surety Bond

SITE LICENSE NO. _______________

APPROVED:

By:

Marianna Marysheva, City Manager

EXHIBIT A

228

EXHIBIT B

LICENSEE’S INSURANCE OBLIGATIONS

Scope and Limits of Insurance
Licensee/Lessee shall maintain limits of :

1. Commercial General Liability per ISO form CG 00 01 or its equivalent, including operations, products, and completed operations, as applicable:
$5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, p e r s o n a l i n j u r y , and property damage.

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 Licensee/Lessee is a sole proprietor, then Licensee/Lessee must sign “Contractor Release of Liability”.

4. Property Insurance:

Total value of all tenant improvements, betterments, and contents. The City of Livermore shall be included as loss payee as its interest may appear. The insurer shall waive all rights against City.

Licensee/Lessee self-insures this risk.

D
eductibles 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 Licensee or its parent company. In the event that the City of Livermore has tendered a claim to Licensee/Lessee, or its insurer, or its insurer has denied coverage to the City of Livermore, Licensee/Lessee (in a local ________ office) will make available to the City of Livermore within fifteen (15) days of the City’s written request to Licensee/Lessee, a copy of actual, authentic and applicable insurance policies for review (but not for copying, faxing or otherwise reproducing any part of any policy or other insurance correspondence), subject to the City of Livermore first executing Licensee’s/Lessee's standard non-disclosure agreement. The policy review is limited to no more than three days during a consecutive six-month period and must be conducted during Licensee’s normal business hours while the City of Livermore’s representative is accompanied by a Licensee/Lessee Risk Management professional.

Upon completion of review no copies will be made and all policies will be returned to Licensee’s/Lessee’s Corporate Risk Management Department Failure to exercise this right shall not constitute a waiver of right to exercise later.

EXHIBIT A

229

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII and eligible 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 by endorsement as respects: liability caused, in whole or in part by activities performed by or on behalf of the Licensee/Lessee; or automobiles owned, leased, hired or borrowed by the Licensee/Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or designated 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 Licensee’s/Lessee’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 i n c l u d i n g b r e a c h e s o f w a r r a n t i e s , shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or designated volunteers.

4. The Licensee’s/Lessee’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 cancelled by either party before expiration of the policy unless notice is delivered in accordance with policy provisions.

6. The requirements for coverage and limits shall be the coverage and limits specified in this agreement.

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

Verification of Coverage
Licensee/Lessee shall furnish certificates of insurance and required 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 License/Lease commences.

EXHIBIT A

230

In the event that the City of Livermore has tendered a claim to Licensee/Lessee, or its insurer, or its insurer has denied coverage to the City of Livermore, Licensee/Lessee (in a local ________ office) will make available to the City of Livermore within fifteen (15) days of the City’s written request to Licensee/Lessee, a copy of actual, authentic and applicable insurance policies for review (but not for copying, faxing or otherwise reproducing any part of any policy or other insurance correspondence), subject to the City of Livermore first executing Licensee’s/Lessee's standard non-disclosure agreement. The policy review is limited to no more than three days during a consecutive six-month period and must be conducted during Licensee’s normal business hours while the City of Livermore’s representative is accompanied by a Licensee/Lessee Risk Management professional. Upon completion of review no copies will be made and all policies will be returned to Licensee’s/Lessee’s Corporate Risk Management Department.

EXHIBIT A

231

SCHEDULE 1

SITE LICENSE FEE SCHEDULE

Site License No.

SITE LICENSE FEE SCHEDULE

Annual Site
License Fee per
licensed Vertical
Infrastructure

2023 $270
2024 $278.10
2025 $286.44
2026 $295.04
2027 $303.89
2028 $313.00
2029 $322.39
2030 $332.07
2031 $342.03

EXHIBIT A

232
SCHEDULE 2

DEFAULT FEE SCHEDULE
D

EFAULT FEE SCHEDULE

VIOLATION INITIAL NOTICE EACH FOLLOW-UP
NOTICE
unauthorized installations $1,000 $1,500
failure to make required
repairs
$300 $350
access violations $300 $350
insurance violations $300 $350

EXHIBIT A

233

CITY COUNCIL STAFF REPORT
ITEM NO. 5.9

DATE:

May 13, 2024
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Resolution authorizing the execution of an agreement with One Diversified, LLC (Diversified) to upgrade, reconfigure and provide 36 months of ongoing maintenance of the Civic Center Meeting Hall in an amount not-to-exceed $300,000 and appropriate $300,000 from the City’s Public Educational and Government (PEG) fees.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:

1 .

Appropriating $300,000 from the City's Public Educational and Government (PEG) fees; and 2 .

Authorizing the City Manager to execute an agreement with One Diversified, LLC to upgrade, reconfigure and provide ongoing maintenance for the first phase of a multi-phase project to upgrade the production capabilities of the City Council Chambers and the Mendenhall Community Room in an amount not-to-exceed $300,000.

SUMMARY
The City of Livermore’s (City) Civic Center Meeting Hall serves as the City Council Chamber and the City’s Emergency Operations Center and houses the Mendenhall Community Room. As the City’s use of these facilities has expanded over the past five years to support the Planning Commission, most advisory body meetings, and several large public and private groups, staff proposes to add technology capabilities and functionality to the building. These additions require several upgrades and modifications to the existing systems.

Diversified installed the audio/visual equipment in the City Council Chamber and the Mendenhall Community Room during construction and continues to provide technical support for the existing hardware and software systems that operate the various control systems, cameras, and related hardware throughout the building.

Due to the complexity of these systems, and the successful partnership the City has with Diversified, staff elected to have Diversified perform the upgrades needed to complete the first phase of a multi- 234
phase process to upgrade the building’s audio/visual capabilities.

DISCUSSION
The City’s Civic Center Meeting Hall, built in 2017 and dedicated in 2019, serves as the City Council Chamber, the City’s Emergency Operations Center and houses the Mendenhall Community Room. As the City’s use of these facilities has expanded over the past five years to support the Planning Commission, most advisory body meetings, and several large public and private groups, staff identified several opportunities to add capabilities and functionality to the system.

Diversified installed the audio/visual equipment in the City Council Chamber and the Mendenhall Community Room during the building’s construction and continues to provide technical support for the existing hardware and software systems that operate the various control systems, cameras, and other related hardware throughout the building.

Due to the complexity of these systems, and the successful partnership the City has with Diversified, staff elected to have Diversified perform the upgrades needed to complete the first phase of a multi- phase process to upgrade the building’s audio/visual capabilities.

City staff met with design engineers from Diversified to develop a roadmap that would allow the City to achieve its future audio/visual goals in the Civic Center Meeting Hall. Several upgrades and modifications to the existing system are required to prepare for these upcoming projects including:

Upgrade the control interface to make the system easier to use when broadcasting meetings on the City's public access channel, including:

Purpose specific preset configurations for each meeting type Increasing automation of meeting production
Enhanced meeting controls for city staff
Upgrade lighting in system control room
Add an additional microphone to the podium to increase the vocal clarity of public speakers Relocate several components of the system to allow for better airflow and additional future hardware additions
Replace the existing adaptive headsets to remain ADA compliant.

At the completion of this phase of the project, staff will identify additional sources of funding, including grant funding and PEG funding where appropriate, to implement additional enhancements to the Civic Center Meeting Hall, including:

Producing video recordings of all advisory body meetings that will be broadcast on the City’s public access channel
Integrated digital kiosks
Advanced, multi-screen wall displays
Enhanced emergency management operational technology

FISCAL AND ADMINISTRATIVE IMPACT

The not-to-exceed amount for this first phase of the process is $300,000, which covers the hardware, software, programming changes, 36 months of maintenance and support for all systems in the Civic 235
Center Meeting Hall, and a small contingency fund to implement additional functionality upgrades identified during the project. There are sufficient PEG funds to cover the $300,000 appropriation.

There are no ongoing costs for this project.

COMMUNITY PILLAR

5: A City That Works

GOAL

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

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Steve Rodriguez
Assistant Administrative Services
Director

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
236
RESOLUTION NO. _________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH ONE

DIVERSIFIED, LLC (DIVERSIFIED) TO UPGRADE, RECONFIGURE AND PROVIDE 36 MONTHS OF ONGOING MAINTENANCE OF THE CIVIC CENTER MEETING HALL IN AN AMOUNT NOT-TO-EXCEED $300,000 AND APPROPRIATE $300,000 FROM THE CITY’S PUBLIC EDUCATIONAL AND GOVERNMENT (PEG) FEES The City of Livermore’s (City) Civic Center Meeting Hall serves as the City Council Chamber, the City’s Emergency Operations Center, and houses the Mendenhall Community Room.

As the City’s use of these facilities has expanded over the past five years to support the Planning Commission, most advisory body meetings, and several large public and private groups, City staff proposes to add technology capabilities and functionality to the building. These additions require several upgrades and modifications to the existing systems.

In 2017, the Civic Center Meeting Hall was constructed, and in 2019 the City contracted with Diversified for the initial installation. Diversified installed the audio/visual equipment in the City Council Chamber and the Mendenhall Community Room during construction and continues to provide technical support for the existing hardware and software systems that operate the various control systems, cameras, and related hardware throughout the building.

Due to the complexity of these systems, and the successful partnership the City has with Diversified, staff elected to have Diversified perform the upgrades needed to complete the first phase of a multi-phase process to upgrade the building’s audio/visual capabilities.

The not-to-exceed amount for this first phase of the process is $300,000, which covers the hardware, software, programming changes, 36 months of maintenance and support for all systems in the Civic Center Meeting Hall, and a small contingency fund to implement additional functionality upgrades identified during the project. There are sufficient PEG funds to cover the $300,000 appropriation.

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

1. Approves the appropriation of $300,000 from the City’s Public Educational and Government fees; and

2. Authorizes the City Manager to execute a general services agreement with One Diversified, LLC, attached hereto as Exhibit A, in an amount not-to-exceed 300,000.
237
RESOLUTION NO. _________
On motion of Council Member , seconded by Council Member ____________, the foregoing resolution was passed and adopted on May 13, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara Mazzanti___________ Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Agreement with One Diversified, LLC
238

AGREEMENT FOR SERVICES
TH
IS AGREEMENT is made and entered into this day of ,
2024, by and between the City of Livermore (“City”), a municipal corporation, and One Diversified, LLC (“Contractor”), a Georgia Limited Liability Company.

RECI
TALS
City
requires services to do AV upgrades to the Council Chambers, Rack Room and Mendenhall.

Cont
ractor 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.

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

1. Retention as Cont ractor. 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. Relationship of Parties – Inde pendent Contractors . The relationship of the parties shall be that of independent contractors. Contractor and its employees are not City officers 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 do AV upgrades to the Council Chambers, Rack Room and Mendenhall as more particularly set forth in Exhibit "A" (collectively “the Services”).

4. Contractor’s Responsibilities. Contractor shall:
(a) D
iligently 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) O
btain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
(d) O
btain 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: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
239
(e) Comply with all laws in effect that are related to Contractor and the Services; (f) Coordi
nate the Services with Steve Rodriguez (“Project Manager”), or such other person designated as the Project Manager by City; (g) Be av
ailable to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services; (h) On
ly invoice City for the Services rendered and/or equipment ordered.

Contractor’s invoice shall be in writing and describe the Services performed and/or equipment ordered 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 invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. 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) Pr
epare and submit a written report to the Project Manager, within 10 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) Cont
ractor shall correct, at its own expense, all contractor- related errors in the Services. Should Contractor fail to make a good faith effort for such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor; (l) If ap
plicable, 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. 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. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any cour t 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,
(m) Cont
ractor’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.

DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
240

5. Compensation and Payment.

(a) The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $ 300,000 ("not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth below, and 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 and verifies the Services were performed for the payment requested.
(c) If during the performance of this contract, the cost of materials, equipment, or labor increases, the price of this contract shall be equitably adjusted by an amount reasonably necessary to cover any such increase in the costs of the labor, materials, and equipment. As used herein, a cost increase shall mean any increase in cost of materials, equipment, and/or labor exceeding 2% experienced by Contractor from the date of the contract signing through project completion. Such increase in material, equipment or labor costs shall be documented through quotes, invoices, or receipts. The additional cost shall be handled by change order and the customer is responsible for the additional cost. Where the delivery of materials or equipment is delayed and/or labor shortages cause delays, through no fault of the contractor, as a result of the shortage of labor or unavailability of the materials and equipment, contractor shall not be liable for any additional costs or damages associated with such delay(s).

6. Term.

The term of this Agreement commences on May 13, 2024, and terminates upon the completion of the Services or June 30, 2025, whichever occurs first.

7. Termination fo r Cause

(a) Contractor Breach. Except as otherwise provided below, in the event of any breach of this Agreement by Contractor, City may terminate this Agreement, in whole or in Project-Related Sales
Deposit 20% of Total Fee Due upon contract signing.

Progress Payment 50% of Total Fee Due Net-30 days of invoice date.

Final Payment Balance / 30% of Total Fee Due Net-30 days of invoice date.

Client will be billed 20% of Total Fee at the time of PO/SOW acceptance, due in full upon receipt. Client will be billed a progress payment in the amount of 50% of the Total Fee when any Equipment is delivered to Client or Diversified staging facility regardless of whether Equipment is shipped in multiple installments; this invoice is due in full within thirty days of the invoice date. The balance of the Total Fee will be billed after completion of Services and due in full within thirty days of the invoice date.

DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
241
part, by giving thirty (30) days’ prior written notice; provided, however, that this Agreement shall not terminate at the end of the thirty (30) day notice period if (i) Contractor has cured the breach prior to the expiration of the thirty (30) day period, or (ii) the breach is of a nature which cannot be cured within the thirty (30) day period, Contractor commences to cure the breach within such thirty (30) day period and continues to diligently work to resolve the breach.

(b) City Breach. In the event that City fails to pay any undisputed amounts and such failure continues for thirty (30) days after City's receipt of written notice of such failure, Contractor shall have the right to terminate the PO to which the uncured payment default relates upon an additional ten (10) days’ written notice; provided, however, that the subject PO shall not terminate at the end of the ten (10) day period if City has cured the breach by or before that date. In the event of any other breach of this Agreement by City, Contractor may terminate this Agreement, in whole or in part, by giving thirty (30) days’ prior written notice; provided, however, that this Agreement shall not terminate at the end of the thirty (30) day notice period if (i) City has cured the breach prior to the expiration of the thirty (30) day period, or (ii) the breach is of a nature which cannot be cured within the thirty (30) day period, and City commences to cure the breach within the thirty (30) day period and diligently prosecutes the curing thereof to completion.

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

9. Copyright 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 provided thereby will be original works and will provide, in whole or in part, any work created by any other party, to City a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services. The software manufacturer/vendor's terms and conditions , also known as the End User License Agreement (“EULA”), related to use of the software shall be the controlling terms. Those terms shall be included in each Software Services Order. Certain software the Contractor provides to the City may contain Third-Party Software, including but not limited to open source software. Use of the Third-Party Software and its Source Code may be governed by separate copyright notices and license provisions, which may be found or identified in the Documentation or on the media delivered with the Software; those separate notices and provisions are incorporated by reference into the License. The City shall not modify or combine the Software and/or any Third-Party Software in any manner that could cause the Software or any modifications to it to become subject to the terms of any license that applies to Third-Party Software. All Third -Party Software is bundled with the Equipment and licensed for use with the Equipment only.

10. Confidentiality.

Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor’s employees who require DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
242
access to the information to perform the Services. The Contractor may disclose the Confidential Information in response to a valid order of a court of competent jurisdiction, or other governmental body of the United States or any political subdivision thereof, or if it otherwise required by law to disclose the Confidential Information; provided, that the Contractor shall first have given prompt written notice to the City in order to allow the City to object to the disclosure of the Confidential Information. If requested, the Contractor will provide reasonable cooperation to the City in resisting or limiting the disclosure of the City’s expense. This obligation shall remain in full force and effect until termination . The Contractor shall return or destroy, at its discretion, all Confidential Information (or any designated portion thereof) received under this Agreement, including all permitted and any copies thereof.

11. Defense, I
ndemnity, 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 negligent acts, errors, or omissions as related to the Contractor’s performance of the services contemplated by this Agreement, 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 or any other third parties’ active negligence or willful misconduct. In no event shall Contractor’s aggregate cumulative liability hereunder exceed the total fees actually paid to Contractor within a twelve (12) month period under this Agreement. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Contractor must respond within 90 days to the tender of any claim for defense and indemnity by the City.

(a) M
odification 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. Insurance.

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 DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
243

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

14. Acceptance 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. Conflict 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.

16. Economic 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 Services 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. Non-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. No 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. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Contractor must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code.

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

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

Any modification to this Agreement must be in writing and signed by both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
244
City can be used in place of the original for all purposes with the same effect as if it was the original.

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

TO CI
TY: Attention: Steve Rodriguez, Asst. Adm. Services Director City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
TO CONTRACTOR:

Attention: Don Isbell, Senior Account Manager
One Diversified, LLC
5627 Stoneridge Drive
Pleasanton, CA 94588

23. Waiver.

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. Severability.

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

25. Survival.

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

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

27. Counterparts.

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

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DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
245
In concur
rence 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.

CONTRACT
OR: Dated:

By: Don Isbell - CTS
Title: Account Executive

CITY OF L
IVERMORE: Dated:

Marianna Marysheva
City Manager

APPROVED AS
TO FORM:

Deputy/Assistant/City Attorney
APPROVED AS TO INSURANCE:

Risk Manager/Analyst
Att
achments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343 4/30/2024 | 3:32 PM PDT

EXHIBIT A
246

AV Upgrades to the Council Chambers, Rack Room, and
Mendenhall

Click or tap here to enter text.

City of Livermore
1052 S. Livermore Ave.

Livermore, CA 94550
USA
Project Price Proposal
Diversified Workplace
Quote Number: QUO-87743-N5Z9M9

April 25, 2024 v4

Valid for 60 Days
DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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City of Livermore
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April 25, 2024

Mr. Steve Rodriguez
IT Manager
City of Livermore
1052 S. Livermore Ave.

Livermore, CA 94550

Subject: AV Upgrades to the Council Chambers, Rack Room, and Mendenhall

Thank you for the opportunity to provide this Diversified Project Proposal to recommend upgrades to the Livermore City Council Chambers and adjacent meeting rooms.

As a project deployment concludes, Diversified’s Managed Services will just begin to benefit your organization.

This offer includes our ASSURANCE Service and Support, with unlimited technical support, rapid initial response within 15 minutes, on-site support within 48-hours, and coverage of equipment still supported by a Manufacturer Warranty.

Managing a workplace technology is a demanding task, one that requires either outsourcing or maintaining the right skills on your team. Diversified offers an alternative solution with ADOPT®, a service that offers remote or on-site technical resources, when and where you need them, to supplement your team, drive technology adoption and generate the business metrics that matter most.

From our 24/7 Global Service Center, our proactive monitoring offering, PULSE, becomes the difference between simply having technology systems and strategically using those systems to meet business objectives.

By monitoring network-connected IoT devices, our PULSE offering identifies issues and provide resolutions before your business operations are impacted.

We believe our offer is fully responsive to your requirements and we look forward to working with you on this exciting project!

Regards,
Don Isbell
Senior Account Executive
One Diversified, LLC
925 557.5556
[email protected]

DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

EXHIBIT A
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City of Livermore
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1 Scope of Work

City of Livermore
Community Center Upgrades
Scope of Work

Note: The Numbers below correspond to the item number on the bill of materials.

Council Chambers

1. Mitigate Heat Issue in Equipment Rack
Provide and install 1 “Corner Style” and 1 Side air diverter on the 2 ceiling air registers to direct the air flow towards the front of the racks.

Install a 1-space rack fan in space 3.

Remove the unused amplifier at rack space 8 and replace it with a 1-space rack fan.

Install a 2-space rack fan in space 38/39.

Move the Crestron Pro3 control processor to the top of the IT (Information Technology) rack and replace it with a 2-space rack fan.

Test the control system after the control processor has been reconnected.

Note: Should the above not resolve the issue, a custom air diverter could be installed on the wall mounted AC unit. This option is not included with this quote.

2. Touch Panel and Programming Changes
 Create presets to preconfigure the room on the Main and Clerks panels. o City Council Meeting
o Planning Commission Meeting
o General Presentations
o EOC (Emergency Operations Center)
 There are existing presets, but no automated routing. The client must rout the video every time they start the system.
 Include Video Routing. There are about a dozen routes that will need to be made for each of the above scenarios.
 Recall Audio presets.
 Recall Lighting preset if control is added.
 Remove buttons on Control room Panel.

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o Destinations - Staff Monitors, Dais Monitors
o Sources – Blu-ray
o Audio – Staff Speakers
o Remove the 3 buttons on the Main Panel labeled Send to Most, Send to Many, Send to All.  Add Preview window on routing pages, Including Camera page. o Auto route video to preview window when source is selected. o Allow preview window to be changed to full screen.
o For the camera page, super impose the camera controls on top of the full screen preview.  Modify the level controls for microphones on Main and clerks Touch Panel to be a single page. o Provide a room map for selecting a mic, with a single Level/Mute control. Include a text window for each mic showing the mic level, and a radio button for Mute status.  Change the Clerks touch panel to a 24” model and add a preview window on the routing and Camera pages.
o Auto route video to preview window when source is selected. o Allow preview window to be changed to full screen.
o For the camera page, super impose the camera controls on top of the full screen preview. o Crestron TSD-2220-B 21.5” HD Touch Screen Display, Black o Crestron DM-DGE-200-C Digital Graphics Engine 200
 Troubleshoot the Sierra Video windowing processor programming. o The program does not recall any layouts.
o I was trying to verify the correct control method for this, and it looks like either LAN or RS232. I did not find a Crestron module for it though.
o Sierra Video 04-SVG-Frame (28-2000-1210)12x2 HDMI Multiview Processor  Review the program to see if there is any code that is triggering a source select on the projectors every time a source is selected.
o Every time a source is selected on the DM Switcher, the projector goes to blue screen for several seconds while it cycles through the different inputs and finally locks onto the HDMI input it was on when the switch was made.
 Add discrete level controls for microphones on TV30 Touch Panel o This will require adding another page on the panel. Provide a room map for selecting a mic, with a single Level/Mute control. Include a text window for each mic showing the mic level, and a radio button for Mute status.

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3. Add 2nd Microphone at Lectern
Provide and install a 2nd identical microphone at the lectern. The mics will be secured at the optimum location to improve off axis voice pickup.

Programming will be added to control the new microphone.

7. Rack Cleanup, System Tuning, and Additional Testing
Remove unused cables from the rack.

Verify cables are labeled correctly and are accurately depicted on the drawings.

Verify cables are dressed properly to relieve tension on the connectors.

Address the image scaling issue with the projectors. The images are over scanned and therefore missing information. Adjust system wide EDID as needed to achieve consistent 1080P images.

Revisit the Audio gain structure to see if it is possible to get more headroom from the mics and improve the audio quality of the mics. The current level controls are not sensitive enough. The levels are almost all the way up and can only be adjusted 1 or 2 clicks before going into feedback or sounding bad.

Replace any microphones that are not working properly.

Initial tests show the following microphones may need to be repaired or replaced.

Note: Dais Mics 1 & 7 were not in use, so they were not tested. The lines will be tested to verify they are good.

Dais Mics 3-6, Mic 5 has already been swapped out with Mic 7 that was not being used.

Staff Mics 6-8
Remove unused equipment:

HDMI DA at Dais and staff table that was used for the displays that are no longer in use. The displays have already been removed.

The amplifier in the rack that is used to drive the speakers on the staff table. The speakers have already been removed.

Blu-Ray Player

11. Provide power control for system shut down and rebooting equipment Design and install a power management system utilizing the existing power sequencers and relay-controlled power modules. Add RS232 control for the Middle Atlantic UPS-OL3000R. Provide shutdown of all non-essential equipment when the system is powered off. Add a power control page to the control room touch panel. On this page, provide a button to control a complete system shutdown. Note: A complete system shutdown will require a manual restart of the UPS (Uninterrupted Power Supplies). Provide the ability to individually reboot the following equipment from the touch panel:

DM-MD-64X64 Switcher
QSYS Core 510 Audio Processor
Crestron Pro3 Control Processor
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Up to 6 others as deemed necessary

12. Move recorders to above counter and add A/B Switch
Provide and install an 8-space equipment rack with power strip to sit on top of the existing 6-space equipment rack. Move the two recorders from the rack below the counter to the new rack. Install a 4X1 HDMI switch in the new rack. connect the 2 Video recorders and the record confidence monitor to the new switch to allow switching between the 2 recorders for viewing on the confidence monitor.

Note: The 8-space rack and the 4X1 switcher provide space for the additional recorders outlined in item 14 Below.

13. Track Lighting for Control Room
Note: Installation of the Track Lighting System will need to be performed by a qualified electrician. Installation with a dimmable circuit is recommended.

Provide two 8-foot sections of ceiling mounted track lighting system connected with a 90deg corner. Provide 5 dimmable LED fixtures with shutters for focusing the light on the work surface.

Mendenhall Community Room

17. Core System Redesign with Touch Panel and Programming Changes Make rooms truly combinable.

Consolidate the existing rack equipment into a single rack.

Replace the 2 video switchers with a single 16X16 video switcher.

Replace the 2 Audio DSP’s with a single DSP.

Programming - Add Room Combine buttons on each touch panel. It will be necessary to press the room combine button on each panel to combine the rooms. This helps prevent accidental room combining.

Add Audio and Video Preset recall for Room Combining.

Currently, each room is controlled separately from a Crestron DMPS3-4K-150-C.

Add the ability to route all inputs, including the floor box inputs from the touch panels in the room.

The floor box inputs are currently routed from the control room touch panel through the DM-MD64X64.

Add an automatic shutdown at Midnight.

Replace the existing touch panels with the TSW-770-B-S purchased for the Zoom upgrade. Update the touch panel files to work with the TSW-770-B-S.

Review the program to see if there is any code that is triggering a source select on the projectors every time a source is selected. Adjust code as needed to eliminate the issue if possible.

Every time a source is selected on the DM Switcher, the projector goes to blue screen for several seconds while it cycles through the different inputs and finally locks onto the HDMI input it was on when the switch was made.

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Council Meeting Room

24. Assisted Listening Headsets
Provide replacements for missing Assisted listening Headsets for the Council Chambers, Mendenhall Community Room, and Council Meeting Room. Test systems to verify functionality.

26. Assurance Maintenance
Continue our On-Site Assurance for a period of three years after completion of work included in this SOW.

1.1 Project Specific Clarifications and / or Exclusions

1.1.1 Basis of Offer Documentation

1. Diversified has based this offer on the following documentation:
 Provided Drawing Set from Diversified dating back to 2019 and Equipment List

1.2 Deliverables

1.2.1 Design Documentation

1. Floorplan View Layout drawings

2. Infrastructure drawings – Data, Conduit, Electrical and Structural requirements.

3. Room Elevation details & requirements – All structural, data & electrical requirements specific to AV system.

4. Rack Elevations

1.2.2 Close-Out Documentation:

1. Device Elevation and Location As-Builts

2. System Schematic As-Builts

3. IP Schema – Address tables inclusive of all identifiers. All Network Requirements.

4. Serial numbers & Mac Address on Device table by Room/ Area

1.3 Training

1. Proposal includes two (2), three (3)-hour sessions of on-site demonstration of Diversified supplied technology with customer end-user personnel. Training includes a high-level overview of the system from the perspective of a daily user; basic functions, user-interface (UX) overview.

2. The Training schedule will be coordinated by the Project Manager and approved by Customer contact authorized to sign off on project deliverables. If additional training deliverables or sessions and/or time are required, Diversified will provide additional pricing as requested.

1.4 Key Project Milestone Dates
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Pricing in this Proposal is based on the key milestone dates shown below. Modifications to these dates may result in the need to administer Change Management for costs associated with schedule impacts.

Proposal Award / Contract Signing: TBD
Date of ratified contract (signed by Customer and counter signed by Diversified). Notice to Proceed (NTP) and/or Letter of Intent (LOI) do not constitute an award date.

Project Startup: One Week ARO
Scope Confirmation/Approval: Two Weeks ARO
Approval date will trigger development on coordination deliverables such as construction documentation and long lead-time equipment identification which will impact the final project schedule.

Start Onsite Installation: Schedule TBD - Usually Eight Weeks ARO Assume site readiness conditions are met.

Substantial Completion: 30 Days After Start of Onsite

1.5 Change Management
Modifications to SOW, Project Conditions, Price Proposal, Bill of Materials, and/or Terms and Conditions must be approved by Diversified and authorized customer representative. Modifications will be administered following the Change Management process.

Change Management Process

1. Diversified receives change condition data from Customer and considers impact to the current project conditions, i.e. SOW, Project Conditions, Price Proposal, Bill of Materials, and/or Terms and Conditions, etc.

2. If warranted, Diversified generates a Change Proposal, providing associated costs and scope narrative to address the impact condition.

3. Diversified submits the Change Proposal to Customer for review and acceptance. (No work related to the Change Proposal will begin until a Change Order is provided/authorized by Customer).

4. Customer authorizes the Change Proposal and returns a signed Change Order or Purchase Order to Diversified.

5. Diversified proceeds with ordering any additional materials and/or completes the work listed.

6. Diversified updates the contract scope of work, deliverables, and/or system drawings, as necessary.

1.6 Scope Notes

1. All Customer furnished drawings will be deemed accurate. Additional costs may be required if CAD drawings are not available.

2. Existing infrastructure and/or equipment to be utilized will be tested for proper functionality as part of the site readiness process. Neither Diversified, nor its subcontractors, will bare schedule or costs impacts caused by faulty Customer Furnished Equipment (CFE) or infrastructure.

3. It is assumed that all pathways have unfettered access and enough space for all system cable pulls.

4. Diversified assumes floor cores exist in each room where cables are run from display location to the table.

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5. Diversified is not a high voltage contractor; we are not licensed or staffed to administer any high voltage installation work – it is excluded.

6. Parking will be provided within a reasonable distance of the job site.

7. Building access through front doors, loading docks, elevators, etc. as required for large equipment and installation load in will be provided.

8. Any necessary keys, security badges, clearance, etc. will be provided as needed for the course and duration of the project.

1.7 Customer Network Responsibilities
Customer Furnished (CFE) network equipment and access is involved. Diversified will provide technology specifications and device requirements including, but not limited to, PIM/SM, IGMP Snooping, VLANS, Master Clock, Proxy Servers, QoS, Bandwidth, listen/connect ports, DHCP/DNS/IP, VoIP, security, Firewalls, protocols, and PoE. This may be coordinated via manufacturer documentation and/or a master technology requirements document.

Unless specifically detailed within this Scope of Work, the following are not included and therefore excluded from this proposal:

1. Network topology design, technology planning, and architecture

2. Network switch/server/appliance rack installation

3. Network switch/server/appliance configuration

4. Network switch/server/appliance configuration with other systems

5. Network switch/server/appliance configuration support with Customer

6. Patching to OFE network switches, appliances, and servers

7. Network commissioning and testing

8. Network security including switches and devices

9. Back-up of Customer data - Diversified shall have no liability with regards to Customer’s data.

Diversified can provide a ‘Network-Ready’ checklist to ensure the customer has sufficiently designed, configured, tested, and commissioned the network prior to the Diversified commissioning the ‘system(s)’ detailed within this Scope of Work.

1.8 Systems Programming Qualifications
Diversified’s Proposal includes the development of a graphical user interface (GUI) for users of all technical acumen. End-user experience is critical to adoption and use of furnished systems; Diversified performs a thorough GUI review process with our Customers.
 This Proposal assumes existing GUI standards, control code, and naming conventions have been provided or clearly described by Customer by date on Proposal. Diversified assumes supporting data for existing GUI standards will be provided in a timely manner.  Control / GUI scope will be reviewed and agreed upon by Customer.  Diversified recommends limiting end user participation to those with the institutional knowledge required to establish a standard.

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 Extensive deviations and/or functional changes presented after the Preliminary GUI Review Meeting will require the administration of Change Management to account for additional Programming / GUI development costs.

This Proposal includes the following:

1.8.1 One (1) Initial Control Scope Requirements Review Meeting (4 Hour Maximum - Virtual)

1. Initial review with the Programmer and Customer to confirm control and programming and GUI requirements.

2. Deviations and/or functional changes from accepted scope of work or future functionality requests may result in the need to administer the Change Management process.

1.8.2 One (1) Preliminary GUI Review Meeting (2 Hour Maximum - Virtual)

1. Once the Programmer has confirmation of the control scope, the GUI is developed, and a virtual GUI review meeting is scheduled.

2. Programmer presents button progressions, conveying end-user experience.

3. Based upon feedback from the Customer, the Programmer will make one (1) set of modifications to the GUI

1.8.3 One (1) Interim / Progress GUI Review Meeting (2 Hour Maximum - Virtual)

1. GUI review meeting to gather more feedback on changes made as a result of the Preliminary GUI review.

1.8.4 One (1) Final GUI Review Meeting (2 Hour Maximum - Virtual)

1. Final GUI review meeting to walk through end-user experience.

DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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2 Price Proposal
Pricing presented in this Project Proposal is based on the services shown in the Scope of Work section of this document. Any services not specifically identified in the Scope of Work section are not included in Diversified’s pricing below.

2.1 Summary of Costs

Item Manufacturer Model Description Qty Unit Price Extended Price Notes 1 1.10 ProCool SX640 1SP RACK FAN 2.00 $212.58 $425.16

1.20 ProCool TV2280 (2U) Rack Mount Fan/ 4x TV80 fans 2.00 $225.16 $450.32

1.30 McMaster-Carr 3531N12 Corner Air Diverter 2.00 $45.09 $90.18

1.40 Middle Atlantic FC-4-1CA FAN CNTRL,STANDALONE 1.00 $206.04 $206.04 Items Subtotal $1,171.70

1.160 Diversified MscMaterials Miscellaneous Materials 1.00 $147.15 $147.15 Items Subtotal $147.15

1.50 Diversified Engineer Design Engineering Services 1.00 $0.00 $1,026.00

1.60 Diversified CAD Operator Drafting Services 1.00 $0.00 $684.00

1.70 Diversified Project Manager Project Management Services 1.00 $0.00 $820.00

1.120 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $360.00

1.130 Diversified Contractors-
Installation
Installer Prevailing Wage 1.00 $0.00 $2,784.00
Services $5,674.00

1.140 Diversified Freight Freight 1.00 $31.05 $31.05
G&A Subtotal $31.05

1.150 Diversified Travel Expense Budget Travel and Expenses 1.00 $133.34 $133.34 Expense $133.34
$7,157.24
2 2.10 Crestron TSD-2220-B 21.5” HD Touch Screen Display, Black 1.00 $1,383.65 $1,383.65

2.20 Crestron DM-DGE-200-C Digital Graphics Engine 200 w/PinPoint™ UX & 4K DM 8G+® Input

1.00 $2,213.84 $2,213.84
Items Subtotal $3,597.49

2.140 Diversified MscMaterials Miscellaneous Materials 1.00 $490.29 $490.29 Items Subtotal $490.29

2.30 Diversified Engineer Design Engineering Services 1.00 $0.00 $1,026.00

2.40 Diversified CAD Operator Drafting Services 1.00 $0.00 $342.00

2.50 Diversified Project Manager Project Management Services 1.00 $0.00 $1,968.00

2.60 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $13,120.00

2.70 Diversified Programmer Programming Services 1.00 $0.00 $12,880.00

2.100 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $600.00

2.110 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $870.00 Services $30,806.00
Council Chambers - Touch Panel and Programming Changes
zz.Miscellaneous Materials
Professional Services
zz.Miscellaneous Materials
Professional Services
General & Administrative
Travel & Expense
Room/Task Total
Council Chambers - Mitigate heat issue in equipment rack DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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2.120 Diversified Freight Freight 1.00 $95.34 $95.34
G&A Subtotal $95.34

2.130 Diversified Travel Expense Budget Travel and Expenses 1.00 $1,194.45 $1,194.45 Expense $1,194.45
$36,183.57
3 3.10 Shure Inc MX418D/S Supercardioid-18" Desktop Gooseneck Condenser Microphone, Attached 10´ XLR Cable, Logic
Functions, Programmable Switch and LED Indicator,
Attached Desktop Base

1.00 $285.60 $285.60
Items Subtotal $285.60

3.140 Diversified MscMaterials Miscellaneous Materials 1.00 $392.86 $392.86 Items Subtotal $392.86

3.20 Diversified Engineer Design Engineering Services 1.00 $0.00 $855.00

3.30 Diversified CAD Operator Drafting Services 1.00 $0.00 $342.00

3.40 Diversified Project Manager Project Management Services 1.00 $0.00 $1,312.00

3.50 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $656.00

3.60 Diversified Programmer Programming Services 1.00 $0.00 $644.00

3.90 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $360.00

3.100 Diversified Contractors-Project Field Integration Manager 1.00 $0.00 $328.00

3.110 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $4,176.00 Services $8,673.00

3.120 Diversified Freight Freight 1.00 $7.57 $7.57
G&A Subtotal $7.57

3.130 Diversified Travel Expense Budget Travel and Expenses 1.00 $111.12 $111.12 Expense $111.12
$9,470.15
7 7.130 Diversified MscMaterials Miscellaneous Materials 1.00 $785.72 $785.72 Items Subtotal $785.72

7.10 Diversified Engineer Design Engineering Services 1.00 $0.00 $1,368.00

7.30 Diversified Project Manager Project Management Services 1.00 $0.00 $1,968.00

7.40 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $6,560.00

7.80 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $480.00

7.90 Diversified Contractors-Project Field Integration Manager 1.00 $0.00 $328.00

7.100 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $9,744.00 Services $20,448.00

7.120 Diversified Travel Expense Budget Travel and Expenses 1.00 $777.78 $777.78 Expense $777.78
$22,011.50
zz.Miscellaneous Materials
Professional Services
Travel & Expense
Room/Task Total
Council Chambers - Rack cleanup, System Tuning, and additional testing Room/Task Total
zz.Miscellaneous Materials
Professional Services
General & Administrative
Travel & Expense
General & Administrative
Travel & Expense
Room/Task Total
Council Chambers - Add 2nd Microphone at Lectern
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11 11.10 Crestron CEN-IO-RY-104 Wired Ethernet Module with 4 Relay Ports 2.00 $256.61 $513.22 Items Subtotal $513.22

11.130 Diversified MscMaterials Miscellaneous Materials 1.00 $250.00 $250.00 Items Subtotal $250.00

11.20 Diversified Engineer Design Engineering Services 1.00 $0.00 $4,104.00

11.30 Diversified CAD Operator Drafting Services 1.00 $0.00 $456.00

11.40 Diversified Project Manager Project Management Services 1.00 $0.00 $1,968.00

11.50 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $2,624.00

11.60 Diversified Programmer Programming Services 1.00 $0.00 $2,576.00

11.90 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $480.00

11.100 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $4,524.00 Services $16,732.00

11.110 Diversified Freight Freight 1.00 $13.60 $13.60
G&A Subtotal $13.60

11.120 Diversified Travel Expense Budget Travel and Expenses 1.00 $166.67 $166.67 Expense $166.67
$17,675.49
12 12.10 Middle Atlantic RK8 8SP(14)RACK, 16DEEP 1.00 $140.38 $140.38

12.20 Middle Atlantic PD-815R-PL POWER CENTER W/PILOT LT 1.00 $118.87 $118.87

12.30 Extron 60-1604-01 Sw4 HD 4K Plus, Four Input 4K/60 HDMI Switcher 1.00 $465.41 $465.41

12.40 Extron 60-190-10 RSu 126, 1U 6" Deep Universal Rack Shelf Kit 1.00 $109.44 $109.44 Items Subtotal $834.10

12.170 Diversified MscMaterials Miscellaneous Materials 1.00 $142.86 $142.86 Items Subtotal $142.86

12.50 Diversified Engineer Design Engineering Services 1.00 $0.00 $1,026.00

12.60 Diversified CAD Operator Drafting Services 1.00 $0.00 $456.00

12.70 Diversified Project Manager Project Management Services 1.00 $0.00 $984.00

12.80 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $656.00

12.120 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $480.00

12.130 Diversified Contractors-Project Field Integration Manager 1.00 $0.00 $164.00

12.140 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $2,088.00 Services $5,854.00

12.150 Diversified Freight Freight 1.00 $166.67 $166.67 G&A Subtotal $166.67

12.160 Diversified Travel Expense Budget Travel and Expenses 1.00 $97.23 $97.23 Expense $97.23
$7,094.86
Professional Services
General & Administrative
Travel & Expense
Room/Task Total
Room/Task Total
Council Chambers - Move recorders to above counter and add A/B Switch zz.Miscellaneous Materials
zz.Miscellaneous Materials
Professional Services
General & Administrative
Travel & Expense
Council Chambers - Provide power control for system shut down and rebooting equipment DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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13 13.10 WAC Lighting HLEBK H SERIES LIVE END CONNECTOR 1.00 $20.11 $20.11

13.20 One Diversified HLLEFTBK LEFT L CONNECTOR 1.00 $28.07 $28.07

13.30 One Diversified HT8BK H SERIES 8FT TRACK W/ 2 ENDCAPS 2.00 $76.38 $152.76

13.40 One Diversified HTK178BK PH SERIES LINE VOLT TRACK HEAD BLK 5.00 $29.85 $149.25

13.50 One Diversified TBARCLIP T-Bar Drop Ceiling Clip in Chrome 6.00 $5.62 $33.72

13.60 One Diversified CSO PAR20BD-BK - BARN DOOR FOR 178 & 188 FIXTURES 5.00 $39.58 $197.90 Items Subtotal $581.81

13.190 Diversified MscMaterials Miscellaneous Materials 1.00 $0.00 $0.00 Items Subtotal $0.00

13.70 Diversified Engineer Design Engineering Services 1.00 $0.00 $684.00

13.90 Diversified Project Manager Project Management Services 1.00 $0.00 $656.00

13.140 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $480.00

13.150 Diversified Contractors-Project Field Integration Manager 1.00 $0.00 $164.00

13.160 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $696.00 Services $2,680.00

13.170 Diversified Freight Freight 1.00 $55.00 $55.00
G&A Subtotal $55.00
$3,316.81
17 17.10 Crestron DM-MD16X16-CPU3 16x16 DigitalMedia Switcher 1.00 $6,842.77 $6,842.77

17.20 QSC CORE 110f v2 Q-SYS Core 110f v2 Network + Analog I/O Processor 1.00 $3,177.36 $3,177.36

17.30 RDL STD-10K RDL Passive Audio Divider/Combiner 2.00 $71.11 $142.22

17.40 Crestron CP4N 4-Series Control System 1.00 $1,937.11 $1,937.11

17.50 Crestron DMC-4KZ-C DigitalMedia 8G+® 4K60 4:4:4 HDR Input Card for DM® Switchers, HDBaseT® Compatible

6.00 $761.01 $4,566.06

17.60 Crestron DMC-4KZ-HDO 2-Channel 4K Scaling HDMI Out 2.00 $1,245.29 $2,490.58

17.70 Crestron DMC-4KZ-CO-HD 2-Channel DigitalMedia 8G+® 4K60 4:4:4 HDR Output Card for DM® Switchers

4.00 $944.66 $3,778.64

17.80 Crestron DMC-VGA VGA/Video Input Card for DM® Switchers 2.00 $691.83 $1,383.66

17.90 Middle Atlantic WRK-44-32 44SP/32D MULTIBAY WRK 1.00 $1,373.21 $1,373.21

17.100 Middle Atlantic LVFD-44 44SP,LARGE PERF FD,UNV,BK 1.00 $467.55 $467.55

17.110 Middle Atlantic SPN-44-312 PR BLK 44SP SDS FOR 31-32 1.00 $657.17 $657.17

17.120 Middle Atlantic MW-4QFT-FC Middle Atlantic Integrated 4 1/2" Fan Top 1.00 $656.61 $656.61

17.130 Middle Atlantic UPX-2000R-2 NEXSYS UPS Backup Power System, Bank Control, 8 Outlets, 2000VA, 20 Amp (No Network Card)

1.00 $1,528.31 $1,528.31

17.140 Middle Atlantic PDT-1615C-NS PD THIN,1-15A,16 OUT,CORD 1.00 $158.50 $158.50

17.150 Middle Atlantic Misc. Rack Parts Blanks, Shelves, Lacing Bars, ETC. 1.00 $314.47 $314.47

17.160 Middle Atlantic VBK-W27-W32 27/32 DP WRK VENT BLOCK K 1.00 $23.78 $23.78

17.170 Middle Atlantic WL-60 MAGNETIC WORK LIGHT 1.00 $79.25 $79.25

17.180 Middle Atlantic WRK-RR44 ADD.44SP RAIL KIT 1.00 $139.25 $139.25

17.190 Middle Atlantic WRK-Z4 WRK SEISMIC BRACKETS 1.00 $46.14 $46.14 Items Subtotal $29,762.64

17.310 Diversified MscMaterials Miscellaneous Materials 1.00 $4,056.20 $4,056.20 Items Subtotal $4,056.20
Mendenhall - Core System Redesign with Touch Panel and Programming Changes zz.Miscellaneous Materials
Room/Task Total
Council Chambers - Track Lighting for Control Room
zz.Miscellaneous Materials
Professional Services
General & Administrative
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17.200 Diversified Engineer Design Engineering Services 1.00 $0.00 $8,208.00

17.210 Diversified CAD Operator Drafting Services 1.00 $0.00 $1,824.00

17.220 Diversified Project Manager Project Management Services 1.00 $0.00 $3,936.00

17.230 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $9,840.00

17.240 Diversified Programmer Programming Services 1.00 $0.00 $14,168.00

17.250 Diversified Fabrication Tech Rack Fabrication Services 1.00 $0.00 $3,296.00

17.270 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $1,440.00

17.280 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $22,272.00 Services $64,984.00

17.290 Diversified Freight Freight 1.00 $788.72 $788.72 G&A Subtotal $788.72

17.300 Diversified Travel Expense Budget Travel and Expenses 1.00 $2,111.12 $2,111.12 Expense $2,111.12
$101,702.68
24 24.50 Listen LA-423-01 4-Port USB Charger 1.00 $36.99 $36.99 Items Subtotal $36.99

24.20 Listen TILR03+ Induction Loop Receiver 6.00 $237.74 $1,426.44 Items Subtotal $1,426.44

24.10 Listen LA-405 Universal Single Ear Buds 2.00 $14.34 $28.68

24.30 Listen LR-4200-IR Intelligent DSP IR Receiver 2.00 $203.02 $406.04 Items Subtotal $434.72

24.40 Listen TILR03+ Induction Loop Receiver 6.00 $238.24 $1,429.44 Items Subtotal $1,429.44

24.170 Diversified MscMaterials Miscellaneous Materials 1.00 $0.00 $0.00 Items Subtotal $0.00

24.60 Diversified Engineer Design Engineering Services 1.00 $0.00 $342.00

24.80 Diversified Project Manager Project Management Services 1.00 $0.00 $656.00

24.90 Diversified Field Engineer Field Engineering Services 1.00 $0.00 $1,312.00

24.130 Diversified Project Coordinator Project Administration/Coordination 1.00 $0.00 $240.00

24.140 Diversified Contractors- Installer Prevailing Wage 1.00 $0.00 $348.00 Services $2,898.00

24.150 Diversified Freight Freight 1.00 $100.00 $100.00 G&A Subtotal $100.00

24.160 Diversified Travel Expense Budget Travel and Expenses 1.00 $138.89 $138.89 Expense $138.89
$6,464.48
zz.Miscellaneous Materials
Professional Services
General & Administrative
Travel & Expense
Room/Task Total
Assisted Listening Headsets
Council Chambers
Council Chambers
Council Meeting Room
North and South Meeting Rooms
General & Administrative
Travel & Expense
Room/Task Total
Professional Services
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2.2 Payment Terms
Payment Terms
1 Customer will be billed a deposit of 50% of the Base Project Total at the time of contract signing, due in full upon signature.
2 Customer will be billed a progress payment in the amount of 40% of the Total Fee when first Equipment is delivered to Diversified staging facility or Customer site, regardless of whether Equipment is shipped in multiple installments, and due Net 30 days from invoice date. 3 The balance of the Project Total, 10%, will be invoiced at the Project Completion milestone and due Net 30 days from invoice date.
4 Taxes (if shown) are an ESTIMATE and will be added to invoices in alignment to the federal, state and local taxing authorities at the project's location. 26 26.120 Diversified Support Contract Assurance, Three Years On-Site Priority Service, Labor Only, Yearly Preventative Maintence Visit.

1.00 $64,000.00 $64,000.00
Contract(s)
Subtotal
$64,000.00
$64,000.00

SUMMARY
Item Room/Task Unit
Price
Room/Task Description Qty Extended Price
1 $7,157.24 Council Chambers - Mitigate heat issue in
equipment rack

1.00 $7,157.24
2 $36,183.57 Council Chambers - Touch Panel and Programming Changes

1.00 $36,183.57
3 $9,470.15 Council Chambers - Add 2nd Microphone at Lectern 1.00 $9,470.15 7 $22,011.50 Council Chambers - Rack cleanup, System Tuning, and additional testing

1.00 $22,011.50
11 $17,675.49 Council Chambers - Provide power control for system shut down and rebooting equipment

1.00 $17,675.49
12 $7,094.86 Council Chambers - Move recorders to above counter and add A/B Switch

1.00 $7,094.86
13 $3,316.81 Council Chambers - Track Lighting for Control Room 1.00 $3,316.81 17 $101,702.68 Mendenhall - Core System Redesign with Touch Panel and Programming Changes

1.00 $101,702.68
24 $6,464.48 Assisted Listening Headsets 1.00 $6,464.48 26 $64,000.00 Assurance, Three Years On-Site Priority Service 1.00 $64,000.00 Estimated Tax $7,852.26
Grand Total $282,929.04
Service Contracts
Room/Task Total
Custom Assurance On-Site Maintenance Contract
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2.3 Pricing Exclusions

1. All prices include Sales Tax. If taxes are shown, values are based on estimates and will be billed for actual tax costs at the time of invoicing. Customers, including government, general contractors and not for profit entities seeking a tax exemption must supply Diversified with a valid exemption certificate, or direct pay permit at the time of Proposal execution, or upon issuance of a Purchase Order.

2. Costs for Permits are not included in Diversified’s pricing (unless stated otherwise).

3. Payment and Performance Bonds are excluded. If Diversified is required to carry a P&P bond, Diversified’s total price will increase by .86% (Diversified’s current bonding rate).

4. Pricing in this Proposal is based on Diversified corporate labor rates. Diversified is not a Unionized shop; we have not utilized any collectively bargained or trades organization’s rates in our workforce cost estimations. If Diversified is required to utilize a 3rd party unionized trades organization for the execution of trades related work, their costs have been included as quoted by a Unionized trade entity.

5. This Proposal was not prepared in accordance with Davis Bacon or other Prevailing Wage Scale. If Diversified is informed that such wage rates are required for this project, Diversified will revise its Proposal accordingly.

6. Unless otherwise noted in this Proposal, labor rates used to calculate this estimate are based on work being administered during business hours (Monday – Friday / 0600-1800H Local Time). A revised proposal, which includes after-hours, weekends and/or holiday labor rates, can be provided upon request.

7. Pricing in this Proposal does not include Revit BIM work, unless stated explicitly. When Revit BIM services are included, Customer will provide Revit environment background and a library of device families for the required Revit BIM work. Diversified will add only those devices specifically identified in the Revit scope of this Proposal. Diversified will provide modeling of such devices to the extent of providing spatial representation in our models for the purposes of de-conflicting trade clashes.

Diversified does not include granular visual representation modeling of its proposed products for the purposes of real-life renderings, etc.

8. Returned material must be resalable, unopened in its original packaging. Any material or containers that are opened, defaced, or damaged cannot be returned to Diversified. Restocking fees may apply for returned equipment.

9. Hoists, man-lifts, extra-long ladders, special safety equipment, and the like, shall be provided by others (or by Diversified at additional cost) when required.

10. Any man-hours or fees associated with building safety program conformance including but not limited to specific parking requirements, site IDs, hard hats, safety glasses, footwear, or safety training are not known or included in Diversified’s pricing. Additional costs may be incurred and will be billed to our Customer if required.

11. Unforeseen cost impacts on equipment and materials due to international trade policies (steel, copper, precious metals, and country specific policies) may incur additional cost. Diversified shall DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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attempt to time purchases to minimize the impact of such pricing fluctuations. Any pricing increase beyond 2% from time of Proposal to time of purchase shall be borne by our Customer.

12. This project may be impacted by current challenges within the global supply chain, which may cause unexpected timeline delays and changes in pricing for project equipment and services. Although these matters are outside Diversified’s control, Diversified will endeavor to identify supply chain issues as early as possible, keeping our customers well informed of any supply chain issue and its potential impact and mitigation. In an effort to further reduce supply chain challenges, manufacturers are redesigning products with new components that are known to be more readily available. This may cause a product’s price to change, or a current model to be discontinued (made End of Life) and replaced with a new model. Product substitutions, increased product and/or shipping costs will be identified by the Diversified project team and processed as a Change Order when required.

13. For all new project equipment and materials listed in the Bill of Materials (BoM), whether upon contract execution or following final design and Bill of Materials modification, that is sourced by our Customer directly through another supplier, such as an OEM, vendor, etc., Customer will provide to Diversified a copy of the vendor quote and resultant Customer Purchase Order. This detailed data will be utilized for project logistics, warehousing and insurances against risk of loss and damage. Additionally, Diversified will be entitled to a handling and insurance fee equal to four percent (4%) of the transaction value of the Customer Furnished Equipment (CFE) and materials, excluding freight and taxes.

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3 Project Conditions

3.1 General Conditions

1. Diversified’s Project Manager (PM), Project Foreman (PF) and/or Field Engineer (FE) will coordinate with the Owner, General Contractor (GC), and other contractors as necessary to ensure a smooth and successful execution of the proposed Scope of Work. To that end, the PM, PF and/or FE will be available to attend one (1) coordination and/or progress type meeting with the Owner, Architect and/or GC every two weeks, not to exceed two (2) meetings in a consecutive thirty (30) day period. Should additional meetings be required, the Owner or GC shall inform Diversified’s PM of the anticipated quantity of such coordination/progress meetings at which Diversified attendance is required so a revised proposal (if pre-approval) or change order proposal (if post-approval) may be submitted to the Owner or GC for approval.

2. Proposed changes to this Proposal document and/or additional labor charges resulting from changes to the proposed Scope, responsibilities, schedules and equipment selections are subject to review and approval of Diversified prior to commencement or work.

3. Any work performed on weekends or holidays, or in excess of 40 hours per week will be subject to increased rates.

3.2 Schedule

1. Project schedule as agreed upon by Diversified and customer will establish the milestones, dates, and period of performance.

2. Project schedule will be provided within fifteen (15) days of receipt of purchase order or signed contract. This schedule includes Customer milestones, design, equipment procurement, programming, on-site work, and customer training.

3. All work will be performed during regular business hours (Monday – Friday / 0600-1800H Local Time).

Any work performed on weekends or holidays, or in excess of 40 hours per week will be subject to increased rates.

4. The Baseline Project Schedule will be reviewed after receipt of Purchase Order or ratified contract (signed by Customer and counter signed by Diversified).

5. Diversified’s Project Manager and Customer contact (authorized to sign off on project deliverables) will establish the detailed milestones.

6. The ability for Diversified to meet the established milestones within the Project Schedule is dependent on the supporting trades timely completion of their work according to the Project Schedule. The conditions below will impact the Project Schedule and will need to be addressed and submitted as a Change Order.
a. Modification(s) to the list of equipment due to additional requirements of any type, from any source including, but not limited to, Addendums not listed in the Scope of Services section, other revisions or editions of documents provided during bid process, interpretation of local fire codes, and changes requested by an Authority Having Jurisdiction (AHJ). b. Schedule and cost impact conditions such as accelerated schedule requests, delays caused by supporting trades (i.e.: Architect, General Contractor, Electrical Contractor, Low Voltage DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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Contractor, IT Services Provider, Furniture Provider, etc.), or the addition of technology systems to Diversified scope. Examples of delays caused by supporting trades include, but are not limited to, incomplete infrastructure rough-in, core network services down, Customer owned licensing of devices not procured, and incomplete furniture installation. c. Re-engineering due to unacceptable equipment lead times. d. Costs associated with project delays due to factors beyond Diversified’s control (including construction delays discussed in (4) above), will be reviewed for impact to the project costs and timeline as they arise. Diversified ‘s Project Manager will review the impact on the project’s scope and schedule to identify methods to mitigate additional costs wherever possible. Net additional costs may be incurred for extending the project timeline at Diversified’s current standard labor rates or by additional hours (regular and overtime rates as required) to maintain the existing timeline.
e. If project award date or other established milestones are missed, all subsequent milestones will shift accordingly, maintaining current durations for each subsequent task.

7. Pricing and schedules in this Proposal are provided with the understanding that Diversified will be able to perform the stated Scope of Work in a single, continuous period of performance. Costs associated with multiple mobilizations/demobilizations may result incur additional cost.

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3.3 Readiness

1. Diversified will have access to all necessary workspaces required to facilitate installation progress.

Neither Diversified, nor its subcontractors, will assume accountability for, or absorb costs associated with, delays that are the direct result of Customer scheduling, policies, procedures, personnel or denied accessibility. In event that delays, or work stoppages occur, the Owner, or Owner’s designated representative, will be billed at Diversified’s current labor rates for onsite personnel affected by the delay until such time as the delay is remedied and installation work is allowed to proceed.

2. All workspaces will be unobstructed, clean, and dust free by the dates shown on the official project schedule.

3. All Customer furnished equipment and services will be available, in place and functional as defined in the Project Schedule including but not limited to: physical and technical infrastructure, including IP networks WAN, LAN, cable or satellite, telephony, phones lines as well as conduit, cable tray, cabling, floor boxes, wall boxes, pockets and HVAC etc.

4. All electrical services including AC power, power outlets, UPS, J-boxes, conduits/cable pathways, grounding systems, grounding wires and grounding rods will be provided by others.

5. All necessary ceiling trim work, drywall, woodwork, millwork painting, etc., will be in place as defined in the project schedule.

6. All Customer furnished sources will be available during system commissioning and training (this includes laptops, computers, satellite/cable feeds, etc.).

7. This Proposal’s Scope of Work provides proprietary information developed by Diversified for the purpose of defining this specific project. This information may not be used by the Customer or other contractors without Diversified’s written consent.

3.4 Customer Responsibilities

1. Assign a single Customer Contract, authorized to sign off on all project deliverables.

2. Communicate proposed changes to any scope, assumptions, or schedule as soon as they arise and follow prescribed Change Management process expeditiously.

3. Cover costs to resolve equipment damaged from dust or other contaminants during the course of the project.

4. Provide relevant architectural changes to the facility to accommodate the integration of equipment supplied by Diversified.

5. Identify third-party contractors (i.e., electricians, construction personnel, architects, and designers) and determine the Customer coordinator.

6. Provide clean and secure installation area during project period. Customer assumes risk for loss or damage to equipment in unclean or unsecure conditions.

7. Unless otherwise specified in the proposal document, all electrical services including AC power, power outlets, UPS, J-boxes, conduits/cable pathways, grounding systems, grounding wires and grounding rods, will be installed by Customer or contractor of Customer’s choice in advance of Diversified’s performance. .

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8. Provide, in advance, notification of any unique project or site requirements, hazardous locations and materials, security precautions, access restrictions or other extraordinary conditions, which may affect the execution of installation tasks described herein.

9. Any necessary keys, security badges, clearance, etc. will be provided as needed for the course and duration of the project.

10. Parking will be provided within a reasonable distance of the job site.

11. Provide a “Room Ready” state prior to installation of cabling, furniture and system componentry.

12. All necessary test equipment will be allowed on site with no restrictions.

13. Appropriate Customer representatives will be available during the course of the project and any scheduled training sessions.

14. Except in instances in which the services are agreed in writing to include backup services, Customer shall be solely responsible for backing up Customer’s data and Diversified shall have no liability with regards to Customer’s data.

3.5 Diversified Responsibilities

1. Local delivery office will administer a site readiness inspection.

2. Produce weekly Project Status Reports.

3. Communicate proposed changes in writing as soon as they arise and follow prescribed Change Management process expeditiously.

4. Complete the tasks listed in this Proposal’s Scope of Work section.

5. Provide Training after completion of system installation.

6. Clean up work area at end of each day.

3.6 Entirety of Offer

1. This document, including any referenced attachments, represents Diversified and the Customer’s mutual understanding of the scope, schedule, and functionality for the systems to be designed and installed.

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3.7 Closeout

1. Final completion and warranty engagement is reached when the items listed on this document are fulfilled. This includes testing, commissioning, and training on fully-operational integrated systems. In large multi-room projects, rooms may be brought online on a pre-determined schedule in order for warranty to remain in sync.

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4 Terms and Conditions
This agreement (the “Agreement”) is made as of the date of signature below by One Diversified, LLC , (“Diversified”) and City of Livermore, (“Customer”). The Parties agree as follows:

1. Diversified: Diversified shall provide the services and/or equipment ordered by Customer in a professional and workmanlike manner and in accordance with generally accepted industry standards.

As used throughout this Agreement, any services described in an accepted scope of work (a “SOW”), shall be referred to as the “Services; equipment described in an accepted SOW, shall be referred to as the “Equipment”). Diversified may provide additional services or equipment beyond those described in the SOW if the parties mutually agree in writing to such services. Services and/or equipment not specifically described in the SOW shall be the responsibility of Customer or other third parties engaged by Customer.

2. Customer Responsibilities: Customer shall provide Diversified with all information, surveys, reports, and professional recommendations and any other related items reasonably requested by Diversified in order to perform the Services or deliver the Equipment. When available, Customer must provide Diversified with up-to-date plans in the event they impact the Scope of Work. Diversified may rely on the accuracy and completeness of these items without any obligation of independent verification. Customer will not be responsible for obtaining or paying for necessary permits from authorities with jurisdiction over the Services and/or Equipment unless Diversified provides written notification in the SOW stating otherwise.

3. Prevailing Terms and Conditions: By signing this Agreement, Customer represents and acknowledges that he/she has fully read, understands, and accepts the terms of this Agreement, including the terms and conditions included herein. There are no warranties, representations or understandings of any kind or description whatsoever made by either party to the other, except such
as are expressly set forth herein.

4. Delivery, Title and Risk of Loss – System Integration Projects: In the case of a systems integration project with prefabrication at a Diversified integration facility, title and risks of loss of or damages to any Equipment and Products will pass to Customer upon Diversified's delivery of them to the
Customer’s place of business. In the event the Customer provides delivery services from Diversified’s integration facility via their own chosen freight carrier, title and risk of loss and/or damage will pass F.O.B. point of shipment to Customer. All claims for damage or loss of Equipment and Products must be made directly to the Customer’s freight carrier.

5. Delivery, Title and Risk of Loss – Drop Shipments: In the case of drop shipments, delivery dates are approximate and are based upon prompt receipt of all necessary information from Customer.

Unless otherwise specified by Diversified or provided for in other signed agreements, delivery will be made and title and risks of loss and/or damage will pass F.O.B. point of shipment to Customer. All claims for damage or loss of Products must be made directly to the freight carrier.

6. Taxes: Taxes (if shown) are based on estimates and will be billed at actual at the time of invoicing.

Customers, including government, general contractors and not for profit entities seeking a tax exemption must supply Diversified with a valid exemption certificate or direct pay permit at the time of proposal execution or upon issuance of a purchase order.

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7. Estimated Schedule and Delivery Time: Diversified shall use commercially reasonable efforts to render the Services and/or Equipment in accordance with any committed timetable set forth in the SOW. During the course of providing the Services and/or Equipment, events outside the reasonable control of Diversified (collectively, “Force Majeure Events”) may impact the completion schedule and Diversified shall not be held responsible for any such delays in meeting the completion schedule, failure to deliver or perform as a result of any delays resulting from any such occurrence. As used in this Agreement, Force Majeure Events include but are not limited to (i) any cause beyond Diversified’s reasonable control, (ii) an act of God, act of Customer, act of civil or military authority, Governmental priority, strike or other labor disturbance, flood, epidemic, war, riot, delay in transportation or car shortage, or (iii) inability on account of a cause beyond the reasonable control of Diversified to obtain necessary materials, components, services or facilities. Diversified will notify Purchaser promptly of any material delay excused by this clause and will specify the revised delivery date as soon as practicable. Delays or movement in scheduled dependent predecessor tasks will not change the required minimum time for Diversified to complete their associated task/work. Diversified shall notify Customer of any such delays within 48 hours.

8. Fees and Payment: Customer shall pay Diversified the fees for Services and/or Equipment (the “Total Fee”) set forth on the invoice consistent with the payment term provisions set forth above. All payments are due to Diversified upon receipt of the invoice, unless otherwise specified. Payments more than 30 days past due will accrue interest at the lesser of 1.5% per month, or the maximum rate permitted by applicable law. Customer shall reimburse Diversified for all reasonable costs and expenses of collection, including attorneys’ fees.

9. Labor and Equipment Price Increases: Equipment, Material, and Labor costs have been calculated based on the current prices for labor, equipment, and the component materials, however, the market for electronic equipment and materials is considered to be volatile, labor shortages are possible, and sudden price increases may occur. When the price for any item of materials, equipment, or labor increases two percent (2%) or more between the Proposal or Quotation Date and the materials/equipment purchase date or the date labor is utilized for the relevant project, Customer shall pay to Diversified on request, all sums by which the cost to Diversified has increased beyond 2%, as demonstrated by Diversified. Where the delivery of equipment, materials, and/or the performance of labor are delayed or labor shortages occur, through no fault of Diversified, as a result of the shortage or unavailability of the equipment, materials, or labor, Diversified shall not be liable for any additional costs or damages associated with such delay(s).

10. Standard Payment Terms: Unless Payment Terms are specified elsewhere in this Proposal, Diversified’s Standard Payment Terms will apply.

Payment Line Item Bill/Invoice Value Payment Due Date
Equipment-Only Sales
100% of Total Fee
Due upon delivery of Equipment to
Customer
or Diversified staging facility.

Customer will be billed for Equipment as it is delivered to Diversified staging facility or Customer. If Equipment is shipped in installments, Customer will receive multiple invoices. All equipment invoices are due in full upon receipt.

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Project-Related Sales
Deposit 50% of Total Fee Due upon contract signing.

Progress Payment 40% of Total Fee Due Net-30 days of invoice date.

Final Payment Balance / 10% of Total
Fee Due Net-30 days of invoice date.

Customer will be billed a deposit of 50% of Total Fee at the time of contract signing, due in full upon receipt. Customer will be billed a progress payment in the amount of 40% of the Total Fee when any Equipment is delivered to Customer or Diversified staging facility regardless of whether Equipment is shipped in multiple installments; this invoice is due in full within thirty days of the invoice date. The balance of the Total Fee will be billed after Project completion and due in full within thirty days of the invoice date.

11. Approval of Orders: This Agreement and all SOWs for Services or Equipment under this Agreement are subject to acceptance by Diversified including, if appropriate, approval by Diversified Credit Department. Upon request, Customer will furnish Diversified such financial information as Diversified may reasonably request for this approval. Diversified may, in its sole discretion, cancel this Agreement at any time if Customer fails to meet credit requirements established by Diversified.

12. Confidentiality: During the course of this Agreement, each party, its employees, subcontractors, officers and agents may receive or have access to Confidential Information of the other party (each, a “Receiving Party” when the recipient of Confidential Information, and a “Disclosing Party” when the discloser of Confidential Information). In the event the Receiving Party obtains Confidential Information from the Disclosing Party, the Receiving Party agrees to keep such Confidential Information in the strictest confidence and safeguard such information using the same degree of care as it uses to safeguard its own Confidential Information, which in no case shall be less than a reasonable degree of care. Each party’s Confidential Information consists of its business plans and customer lists, any information the Disclosing Party identifies as confidential at the time of disclosure (or if in writing the Disclosing Party marks as Confidential), and any information a reasonable person would consider confidential under the circumstances.
a. Mutual Obligations: The Receiving Party shall (i) not use the Disclosing Party’s Confidential Information for any purpose other than the exclusive purpose of fulfilling its obligations under this Agreement; (ii) not use, disclose or otherwise make available to any person or entity (except as permitted herein) any of the Disclosing Party’s Confidential Information during the term of this Agreement or thereafter without the prior written consent of the Disclosing Party. (iii) limit access to Confidential Information to those employees, officers, subcontractors and agents on a need- to-know basis who has first executed a general written agreement committing such person to conduct that would not violate its obligations pursuant to this Agreement; (iv) be responsible for any breach of this Agreement by employees, subcontractors, officers and agents. b. Exceptions: Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either party in breach of this Agreement; (b) such information was received by the Receiving Party from a third party, which third party had no obligation of confidentiality to the Disclosing Party; or (c) such DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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information was in the possession of the Receiving Party at the time of the disclosure, or (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (e) such information is/are required to be disclosed pursuant law, judicial order, or government regulation, provided that, in the event the Receiving Party becomes legally compelled to disclose any of the information, the Receiving Party shall provide to Disclosing Party prompt notice thereof so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

13. Termination / Suspension of Contract: Either party may terminate this Agreement at any time upon not less than 30 days prior written notice to the other party. Customer shall pay Diversified for all Services rendered and Equipment delivered up to the effective date of termination plus any associated restocking fees for materials that cannot be returned for credit. Diversified is not required to release any work product unless Customer has made payment in full for the respective Services and/or Equipment. Diversified may terminate this Agreement or suspend the performance of the Services if Customer fails to pay Diversified any invoice issued pursuant hereto. Diversified shall have no liability to Customer or any third party as a result of any such suspension or termination.

14. Independent Contractors; No Agency: Each party is and shall act solely as an independent contractor. Nothing in this Agreement shall be construed to give either party the power or authority to act for, bind, or commit the other party in any way, or, to create the relationship of partners, principal and agent, or joint-venture partners between the parties.

15. Indemnification: Customer shall indemnify, defend and hold Diversified its officers, directors, employees and agents harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited to, reasonable attorneys' fees and other expenses and fees incurred through appeal, and interest thereon, accruing or resulting to any and all persons, firms or any other legal entities on account of any damages or losses, including injuries or death, or economic losses, arising out of the Services; provided, however, Customer shall not be required to indemnify Diversified for claims where Diversified, its officers, directors, employees or agents are found to be solely responsible by final non-appealable judicial decision for such damages or losses based upon such entity’s or person’s willful misconduct or gross negligence.

16. Warranty; Limitation of Liability: Except as specifically set forth in LIMITED WARRANTY, Diversified makes no warranties whether express, implied or statutory, regarding the services and/or equipment provided under this agreement. to the greatest extent permitted by law, diversified specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, and those arising from a course of dealing, usage or trade practice. Diversified shall not be liable for any indirect, punitive, special, incidental or consequential damages arising out of this agreement.

17. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia without regard to its conflict of laws provisions. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Atlanta, Georgia, and the parties agree to submit to the jurisdiction of, and agree venue is proper in, the aforesaid courts in any such legal action or proceeding.

18. Dispute Resolution: In case of any dispute arising or related to this Agreement, Diversified and Customer, by mutual agreement, shall first attempt to resolve any dispute informally through mediation.

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Mediation: Diversified and Customer shall submit the dispute to executives selected by each party (a maximum of two persons for each party). These executives shall meet as often as necessary to gather and analyze information relevant to resolving the dispute and shall negotiate in good faith. All proposals and information exchanged as well as discussions during this informal process will be considered settlement discussions and proposals and will be inadmissible in any subsequent proceedings. If no settlement is reached in the informal dispute discussions, either party may, within thirty (30) days from the date of a written communication that the informal dispute process was unsuccessful, give notice to the other party that the noticing party wishes to pursue formal mediation throughout arbitration.

Arbitration: In the event that the parties cannot amicably resolve a dispute or damage claim through mediation, the parties agree to resolve any such dispute or damage claim by arbitration.

The arbitration proceeding shall be conducted in Atlanta, Georgia, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties. If the parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Georgia shall apply to the arbitration proceedings. The parties agree to initially split the costs of any arbitration, but the prevailing party, if any, is entitled to reimbursement for its portion of the arbitration fees. The parties agree that the arbitrator cannot award punitive damages to either party. The parties agree that such arbitration is fully binding and agree to be so bound by the arbitrator’s findings. Judgment upon the award as rendered by the arbitrator may be entered in any court having jurisdiction.

19. Assignment: Neither party may assign this Agreement without the prior written consent of the other, though such consent shall not be unreasonably withheld. Nothing in this Agreement shall create a contractual relationship for the benefit of any third party.

20. Notice: Any notices required or permitted under this Agreement or required by law must be in writing and must be either: (i) delivered in person; (ii) sent by registered mail, return receipt requested; (iii) sent by overnight courier, (iv) or sent by facsimile, each case forwarded to the appropriate address set forth below.

If to Diversified:

Name:

Title:

Address:

Email:

Ofc: (_____) ______-_______ Fax: (______) ______-_______ If to Customer:

Name:

Title:

Address:

Email:

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Ofc: (_____) ______-_______ Fax: (______) ______-_______

21. Non-Solicitation of Employees: Customer agrees that during the provision of any Services as provided by Diversified under this Agreement and for a period of one (1) year after the termination of this Agreement, Customer will not solicit or induce, directly or by use of a third party, any employee of Diversified leave his/her employ with Diversified. If Customer violates this provision, Customer shall pay Diversified a fee equal to fifty (50%) of such employee’s then-current salary at Diversified.

22. Miscellaneous: This Agreement is the entire and integrated agreement between Customer and Diversified with respect to the subject matter herein and supersedes all prior negotiations, statements or agreements, either written or oral. The parties may amend this Agreement only by a written instrument signed by authorized representatives of both Customer and Diversified. If any term or provision of this Agreement is found to be unenforceable or invalid for any reason, the remainder of this Agreement shall continue in full force and effect, and the parties agree that any unenforceable or invalid term or provision shall be amended to the minimum extent required to make such term or provision enforceable and valid. This Agreement may be executed in one or more counterparts, including facsimile, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

4.1 Diversified Limited Warranty

1. In addition to any other rights you may have, Diversified shall extend a one year (365 calendar days) limited defective equipment and workmanship warranty from the date of substantial or practical completion of the system installation or beneficial use of the system by the Customer whichever is first occurring, unless such period has been superseded by the purchase of a Diversified Service Agreement Package. Details describing our Service Agreement options are outlined in a separate document. Diversified’s limited warranty shall cover defective equipment and defects in workmanship for installation work relating to but not limited to cabling, connectors, structural elements, mountings, equipment rack wiring and internal adjustments. Under the limited warranty, labor services will be provided at no charge. Defects in third party manufacturer equipment and/or installation or other services provided by the manufacturer are covered under the manufacturer’s warranty and will be managed by Diversified during the limited warranty period. Product serial numbers must not be removed.

2. Diversified’s limited warranty excludes coverage due to equipment or system abuse, neglect, alteration, lamps and bulbs, misuse including but not limited to: operating outside of environmental, user error, electrical, temperature or humidity specifications, system alterations neither approved nor performed by Diversified or repair by a service facility other than those authorized by the manufacturer.

If within the limited warranty period, we are contacted with a support request that falls under this limited warranty exclusion, time, travel and equipment for this and any subsequent visit required will be billed at our current labor Time & Material rates

3. All service support requests made after the expiration date of the limited warranty will be billed at our current labor Time & Material rates.

4. If a warranty in excess of 90 days is required by law in the country, state or local jurisdiction of system installation, Diversified shall extend the minimum warranty term required by applicable law. To the extent permitted by applicable law, any implied warranties, guarantees, terms or conditions, DocuSign Envelope ID: E1FFADC6-A0F7-4895-8C89-CB3C7DEBF343

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replacement components last only during the term of the limited warranty. Some local jurisdictions, states or countries may not allow limitations on how long an implied warranty, guarantee, term or condition lasts, so this limitation may not apply.

5. Diversified’s limited warranty gives specific legal rights, and you may also have other rights which vary from state to state. You may also have other rights which vary from country to country.

6. If any provision of Diversified’s limited warranty is legally invalid, the limited warranty shall endure except for the invalid provision. However, if a court determines that any provision is invalid, the court may limit the provision, delete specific words or phrases, or replace the invalid provision with one that is valid and that comes closest to expressing the intent of the invalid provision.

7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DIVERSIFED SHALL NOT BE HELD LIABLE

FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM A BREACH OF WARRANTY. SPECIFICALLY, DIVERSIFIED IS NOT RESPONSIBLE FOR ANY

COSTS SUCH AS LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS DAMAGE OR OTHERWISE. SOME LOCAL JURISDICTIONS, STATES OR COUNTRIES MAY NOT ALLOW A LIMITATION ON SUCH DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

Warranty Service Process

1. All new equipment provided by Diversified includes each manufacturer’s full warranty from the date of Customer invoice. Diversified shall address all manufacturer warranty requirements as "Depot" (Return-to-Base / RTB) service only. Under Depot service, Customer ships equipment to an authorized factory warranty repair center. Diversified will act as liaison between Customer and manufacturer and assist with Return Materials Authorization (RMA) logistics support. Labor relating to defective equipment is covered for 365 days under this limited warranty and can be extended through the execution of a Service Level Agreement. All other time, travel and equipment for this and any subsequent visit required will be billed at our current labor Time & Material rates

2. Diversified shall respond to warranty support requests (via phone, email or on-site) during the normal working hours of 8a – 5p local (Customer site) time Monday - Friday, except recognized holidays.

Service required outside of normal working hours shall be billed at current labor Time & Material rates for overtime work. Diversified will make every effort to address such issues within 72 hours after notification.

3. Upon arrival for warranty support, Diversified will expect access to the system and equipment. To avoid additional charges, please contact us 24 hours in advance if delays in access are to be expected.

If our Technician arrives to a scheduled appointment and cannot gain access to the system or equipment to affect a proper diagnosis or repair, we will bill the service call for time, travel and equipment for this and any subsequent visit required at our current Time & Material rates.

4. If it is required that equipment be removed for repair, we will make every attempt to minimize the impact on the system operation while the unit is being repaired. However, it is not possible to guarantee any level of system operation. Loaner equipment is not included in our limited warranty or Service Agreements.

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Service Level Agreement

In addition to the Limited Warranty described above, Diversified has included one year of our standard Assurance Service and Support. Standard Assurance Service and Support includes the following:

Service Offering Details Service Type
Service
Offering Solutions Solution
Description Capabilities Standard Optional
Assurance
Remote
Support
The Remote Support Solution represents our
capabilities to remotely access and troubleshoot
warranty audio and video equipment upon
receiving an incident ticket from an end user.

This process is possible through our highly
trained tier 1(service desk), tier 2, and tier 3
representatives. This can include accessing a
video conferencing system over the internet via
remote network access or partner-specific portal
to diagnose and fix issues or remotely adjusting
settings on a microphone or other audio
equipment. Remote support allows for quick and
convenient problem resolution without needing a
technician to be physically present.

Level 1 Support
  
Level 2 Support   
Level 3 Support   
Warranty Equipment
Support
  
Non Warranty
Equipment Support

 
Assurance -
Onsite
Support
Onsite support for audio and video solutions
refers to technical support at the customer's
location. When an issue cannot be resolved
remotely and requires physical presence for
further troubleshooting and resolution, an Onsite
support solution is available to provide technical
support, troubleshooting, and maintenance
services at the customer's location.

Field Tech Dispatch
  
Filed engineer Level
2 Support
  
Filed engineer Level
3 Support

 
Assurance -
Preventative
Maintenance

Preventative maintenance involves inspecting
and servicing the equipment periodically to
ensure it functions correctly and prevents future
breakdowns. This can include checking an
tightening connections, updating the firmware (fix
on the fail basis or critical security patches), and
replacement of equipment & device that are in
warranty.

PMV Visit and
reporting

 
Assurance -
Governance
Standard reporting   
Custom Reporting   
Leveraged Model   
Dedicated Model   
SLA – Response   
SLA - Resolution   
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Customer ITSM   
Diversified ITSM   
Customer success
Manager
  

Diversified shall make a good faith effort to perform Assurance Services according to the standard service targets defined below:

Service Desk – Calls
Service
Measure
Metric Description Performance
Target
Target Measurement
Window
Average speed to
answer
The number of calls the Service Desk level 1
agents answers within 15 minutes is divided
by the total number of answered calls.
<15 Minutes 95% 24/7/365

Service Desk – E-mail
Response Time
Service
Measure
Metric Description Performance
Target
Target Measurement
Window
E-mail
response
time
The number of e-mails a Service Desk agent
responds to Customer e-mail within 4 hours is
divided by the total number of e-mails
received.
4 Hours 90% 24/7/365

Onsite Field Services
Diversified shall perform Onsite Services in accordance with the following standard service targets:
 Response time: Diversified will respond to onsite visits within 48 hours of receiving a request, provided that remote troubleshooting has been completed and a technician has been assigned to the job.  Quality of service: Diversified will ensure that all Assurance Onsite Services are performed with due care, skill, and diligence in accordance with applicable industry standards and best practices.

The 48-hour SLA clock will start once remote troubleshooting is completed and a technician is assigned to the job.

Response Time
Service
Measure
Metric Description Performance
Target
Target Measurement
Window
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Onsite
Response
Visit
The number of tickets that had a technician
onsite within 48 business hours vs. the total
number of tickets that required onsite
technician support
48 Hours 95% Business Days/Hours
Only

Preventative Maintenance
Diversified shall perform preventative maintenance visits based on the agreed timing and frequency determined by the Client and Diversified as outlined in this agreement.

This agreement includes one scheduled Preventive Maintenance visit per agreement term for each covered location/room. The preventative maintenance visits shall be scheduled at mutually agreeable times and dates.

Service Level Exclusions
Following deliverables/requirements are explicitly excluded from the Assurance element of this offer.  Diversified shall not be liable for any service level breaches arising from any events beyond their reasonable control, including but not limited to natural disasters, civil unrest, strikes, and government regulations.
 If the Diversified Onsite technician is unable to access the site due to circumstances outside of its control, including but not limited to restrictions on access, denial of entry, or any other similar cause, the SLA clock shall be stopped until access to the site is restored.  In the event that safety issues arise while accessing the site or equipment, the SLA clock shall stop. Once the safety issue has been resolved and it is safe to resume work, the SLA clock will begin again.  If Diversified is unable to perform the services due to the customer not being available at the site, the SLA clock shall stop until such time as the customer is available. Diversified shall make reasonable efforts to schedule the services at a mutually agreed-upon time with the customer, and any delays caused by the customer's unavailability shall not be counted towards the SLA metrics.  If a device or site is not covered under warranty, the service levels provided under this Agreement shall not apply to such device or site. Instead, the Diversified shall provide a service on a reasonable effort basis, taking into account the availability of resources and the nature of the issue. The parties shall work together to develop a mutually agreeable service plan for the device or site that is not covered under warranty, which shall include a description of the services to be provided and the associated fees if any.  Diversified shall not be responsible for any damage arising out of or related to the provision of services for devices or sites that are not covered under warranty.

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5 Proposal Acceptance
Please review this Proposal for accuracy and if you agree, please sign below and return a copy to Diversified, keeping a copy for your records.

For City of Livermore For Diversified

Authorized Signature Authorized Signature

Printed Name Printed name

Date Date

Email Address

Purchase Order Payment

Purchase Order No. AP/Billing Contact

Delivery Site Address AP/Billing Contact Email

Billing Address AP/Billing Contact Phone

ACH / Wire Instructions Remittance Address
Please contact Diversified’s Treasury Dept at
888.727.6274 to confirm bank account information.

Lock Box Address
One Diversified, LLC
Lockbox, PO Box 95330,Chicago, Illinois 60694-5330 Account #: 3666013 Domestic ACH / Wires Routing: 071000288 Overnight To
Conduent c/o BMO Harris LBX 95330
141 W. Jackson Blvd, Suite 1000
Chicago, Illinois 60604
Int’l Wires SWIFT Code (BIC): HATRUS44

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One Diversified LLC
37 Market St., Kenilworth, NJ 07033

© 2023 Diversified
The entire content of this document is the intellectual property of Diversified. Please do not distribute or reproduce without our expressed written consent. The exception is that you may make copies of this document and distribute them to members of your staff charged with evaluation of our solution.

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Revised 5/1/2018 B5 – 1M E&O