Livermore City Council
July 27, 2026

EXHIBIT B

INSURANCE REQUIREMENTS
Minimum Scope and Limits of Insurance
Developer shall maintain limits no less than:

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

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

3. Workers’ Compensation and Employer's Liability:

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

4. Pollution Liability:
$1,000,000 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 Developer; or automobiles owned, leased, hired or borrowed by the Developer. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.
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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 Developer’s policy shall be primary and noncontributory and will not seek contribution from the City’s insurance or selfinsurance 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 noncontributory 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 Developer's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Completed Operations
Developer shall maintain insurance as required by this contract for a minimum of five years following the completion of this project. In the event the Developer fails to obtain or maintain completed operations coverage as required by this agreement, the City of Livermore at its sole discretion may purchase the coverage required and the cost will be paid by the Developer. Completed Operations endorsement or coverage shall be at least as broad as Insurance Services Office CG 20 38. Developer shall require and verify that all subcontractors or other parties hired for this Agreement purchase and maintain coverage for indemnity and insurance requirements at least as broad of specified in this Agreement to the extent they apply to the scope of the subcontractor’s work with the same Certificate of Insurance requirements and naming as additional insureds all parties to this agreement. Developer shall include the following language in their agreements with Subcontractors: “Subcontractor agrees to be bound to Developer and City in the same manner and to the same extent as Developer is bound to City under the Agreement. Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, 233
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with any sub-subcontractor to the extend they apply to the scope of the Subsubcontractor’s work. A copy of the City Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request.” Developer shall provide proof of such compliance and verification to the City upon request.

Verification of Coverage
Developer shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.
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CITY COUNCIL STAFF REPORT ITEM NO. 6.7
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution awarding a construction contract to Grade Tech, Inc., in the amount of $266,523, for the Water Reclamation Plant (WRP) Recycled Water Fill Station Project WW202527

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution for the Water Reclamation Plant (WRP) Recycled Water Fill Station Project WW202527:

1. Awarding and authorizing the City Manager to execute a construction contract with Grade Tech, Inc., in the amount of $266,523, pursuant to Livermore Municipal Code section 2.68.570 (C);

2. Rejecting all other bids or proposals; and

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

SUMMARY
The City of Livermore (City) was awarded grant funds toward the design and construction of an automated self-service recycled water fill station. This fill station will allow residents to access recycled water for irrigation and other non-potable uses and provide a year-round recycled water source for residents. The availability of the fill station is expected to increase recycled water use locally by approximately 18 acre-feet (5,865,300 gallons) per year. The grant requires the project to be completed by December 31, 2026.

Seven (7) bids were received for this project before the due date of June 23, 2026. Grade Tech, Inc., was the lowest responsible and responsive bidder. Section 2.68.570(C) of the Livermore Municipal Code (LMC) requires that the award of contracts subject to formal bidding be awarded to the lowest responsive and responsible bidder. The bid submitted by Grade Tech, Inc., meets this requirement and therefore, City staff recommends the City Council approve the award of a construction contract with Grade Tech, Inc.

DISCUSSION
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This WRP Project will construct an automated self-service recycled water fill station that will allow residential customers to access recycled water for irrigation and other non-potable uses. The automated fill station will provide a permanent, year-round recycled water source for many residents. This project will increase recycled water use locally by approximately 18 acre-feet (5,865,300 gallons) per year.

Attachment 1 shows the location of the fill station.

The WRP Recycled Water Fill Station is Project 3 of the State of California Department of Water Resources Urban Community Drought Relief Grant Agreement Number 4600015378 of which Zone 7 Water Agency is the grantee and the City is an implementing agency. The grant will reimburse up to $300,000 for the construction and implementation of the project with a required $100,000 cost share from the City. The grant requires the project to be completed by December 31, 2026.

Staff advertised the project on May 26, 2026. On June 23, 2026, seven (7) bids for this project were received and opened. The following is a list of the bids received and the Engineer’s Estimate for the Project:

Contractor Name Location Bid Amount
Grade Tech, Inc. Livermore, CA $266,523.00
Ace-High Engineering Brentwood, CA $294,688.00
GSW Construction, Inc. San Francisco, CA $332,980.00
Westrock Engineering, Inc. San Francisco, CA $368,000.00 GSE Construction Company, Inc. Livermore, CA $421,500.00 Pacific Infrastructure Pleasanton, CA $471,700.00
Nico Engineering, Inc. San Pablo, CA $498,500.00
Engineer’s Estimate $300,000.00
Grade Tech, Inc., operating out of Livermore, California, is the apparent lowest bidder. The company has worked on various similar public projects, including some for the City. Staff has checked references for Grade Tech, Inc. and has found them satisfactory. Therefore, City staff recommends award of the construction contract in an amount of $266,523 to Grade Tech, Inc. In accordance with Livermore Municipal Code Section 2.68.590(B), the City Manager or their designee may authorize change orders up to a cumulative amount not exceeding $200,000 or 10 percent of the construction contract, whichever is greater.

Construction is anticipated to begin in August 2026, and be completed by December 31, 2026, as required by the grant funding.

FISCAL AND ADMINISTRATIVE IMPACTS
The project is included in the FY 2025-30 Capital Improvement Plan. A total of $400,000 is budgeted in the FY 2025-30 Capital Improvement Plan from the Urban Community Drought Relief Grant Agreement Number 4600015378 and the Wastewater Replacement Fund.

The lowest responsive and responsible bidder was within the Engineer’s Estimate and the project's budget. No additional appropriations are required. The existing budget for the project in the 2025-30 Capital Improvement Plan covers this construction contract, change orders, construction management, material testing, inspection, and administration.
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Operation and Maintenance costs for these improvements will be approximately $3,000 per year and will be funded from the Wastewater Operations Budget.

COMMUNITY PILLAR
1: A Safe Community That Thrives
GOAL:
11: Operate and maintain municipal water systems that provide safe, efficient delivery of potable and recycled water, collect and treat wastewater, and comply with all federal, state, and local regulations

GUIDING DOCUMENT
5-Year Capital Improvement Plan Fiscal Years 2025-2030

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Grade Tech, Inc. Contract
Prepared by: Li-Teck Lau
Assistant Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
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1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION AWARDING A CONTRACT TO GRADE TECH, INC.,

FOR THE CONSTRUCTION OF THE WRP RECYCLED WATER FILL
STATION IN THE AMOUNT OF $266,523
(WRP RECYCLED WATER FILL STATION PROJECT WW202527)
The City of Livermore advertised and received bid proposals for the construction of the WRP Recycled Water Fill Station Project WW202527.

Livermore Municipal Code section 2.68.570(C) requires that the award of contracts subject to formal bidding be awarded to the lowest responsive and responsible bidder. The bid submitted by Grade Tech, Inc. meets this requirement and therefore, City staff recommends the City Council approve the award of a construction contract with Grade Tech, Inc., for the construction of the WRP Recycled Water Fill Station Project WW202527.

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

1. Awards and authorizes execution of a contract with Grade Tech, Inc., attached hereto as Exhibit A and incorporated by this reference, for construction of the WRP Recycled Water Fill Station Project WW202527, pursuant to Livermore Municipal Code section 2.68.570 (C), in the amount of $266,523;

2. Rejects all other bids or proposals; and

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 July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Helena Graves Tara Mazzanti
Acting City Clerk Senior Assistant City Attorney
Exhibit A – Grade Tech, Inc. Contract
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CITY COUNCIL STAFF REPORT ITEM NO. 6.8
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: A resolution authorizing a supplemental appropriation of Low-Income Housing Funds (Fund 200) in the amount of $75,000, authorizing a budget reduction of $75,000 from the Human Services Facility Fees (Fund 290) to replace Human Services Facility Fees and awarding a construction contract to Bay Cities Paving & Grading, Inc., in the amount of $2,285,985, for the Livermore Village Remediation Project DR202118

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution for the Livermore Village Remediation Project DR202118:

1. Authorizing a supplemental appropriation of $75,000 from the Low Income Housing Fund (200) to the budget for the Livermore Village Remediation Project DR202118;

2. Authorizing a budget reduction of $75,000 in Human Services Facility Fees (Fund 290) to the budget for the Livermore Village Remediation Project DR202118;

3. Awarding and authorizing the City Manager to execute a contract with Bay Cities Paving & Grading, Inc., in the amount of $2,285,985, for construction of the Livermore Village Remediation Project DR202118, pursuant to Livermore Municipal Code section 2.68.570(C);

4. Rejecting all other bids or proposals;

5. Authorizing the City Manager to approve and execute change orders up to a cumulative amount of ten percent (10%) of the construction contract value of $2,285,985; and

6. Authorizing the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution.

SUMMARY
On January 29, 2018, the City Council approved the 2018 Downtown Plan for the development of portions of the Livermore Village Site, including Veterans Park and up to 130 units of workforce housing.

Prior to the City of Livermore (City) purchasing the site, historic property use impacted shallow soil. The San Francisco Bay Regional Water Quality Control Board (Water Board) approved a Site Management Plan that identifies soil handling requirements during development at the site. The Livermore Village Remediation Project DR202118 (Project) involves soil removal in compliance with the Site Management 246
Plan to facilitate subsequent construction of Veterans Park and the workforce housing development.

On June 24, 2026, eleven (11) bids were received for the Project. A timely bid protest was received from Goodfellow Bros. California, LLC (GBI), the second lowest bidder, claiming that the bid proposal from Bay Cities Paving & Grading, Inc., (Bay Cities) was non-responsive. After detailed review by staff in coordination with the City Attorney's Office, staff ultimately determined that Bay Cities' bid proposal is responsive. Staff recommends the City Council award and authorize the City Manager to execute a construction contract with Bay Cities, the lowest responsible and responsive bidder, pursuant to Section

2.68.570 (C) of the Livermore Municipal Code (LMC), in an amount of $2,285,985. Staff also recommends the City Council authorize a supplemental appropriation in the amount of $75,000 from the Low Income Housing Fund (Fund 200) to replace Human Services Facility Fees (Fund 290). The Low Income Housing Funds will support workforce housing site closure tasks following completion of the soil removal work.

DISCUSSION
In 2008, the City Redevelopment Agency purchased the property bounded by First Street, L Street, Railroad Avenue, and South Livermore Avenue, generally referred to as the Livermore Village Site, and the City subsequently purchased the property in 2011.

On January 29, 2018, the City Council approved the 2018 Downtown Plan for the development of portions of the Livermore Village Site to include:
• Stockmen’s Park
• Up to 130 units of workforce housing
• A science center
• A black box theater
• Retail space
• A linear public park (that would come to be known as Veterans Park) On November 26, 2018, the City Council approved the Disposition, Development and Loan Agreement to sell a portion of the Livermore Village Site to Eden Housing, Inc., to develop a multi-family affordable housing project with up to 130 units of workforce housing on an approximately 2-acre parcel located southeast of the Railroad Avenue and L Street intersection (Location Map - Attachment 1). This agreement was further amended and restated on May 26, 2021, and May 24, 2022, and supplemented with an Indemnity and Cooperation Agreement on September 2, 2022. These latter two amendments provide details regarding the responsibilities related to management of existing environmental conditions at the site. The site was sold to Eden Housing in 2022 in preparation for the development of multi-family workforce housing.

Due to historic commercial activities at the site, the Water Board requested characterization of soil and groundwater throughout the Livermore Village Site. Site investigations and testing have been ongoing since the early 2000's. The City submitted the testing results to the Water Board, which is overseeing the cleanup of various sites throughout the Livermore Village area. Environmental testing results and reports are readily available to the public on the Water Board’s GeoTracker website. Information specifically addressing the location of the Project can be found at the following GeoTracker website link:
https://geotracker.waterboards.ca.gov/profile_report.asp?global_id=T10000016758 247
In 2022, a Site Management Plan was prepared to inform future construction and maintenance workers of site environmental conditions; provide guidelines for appropriate health and safety precautions; establish protocols for managing soil and groundwater disturbed during construction; and define postconstruction testing and reporting procedures to verify compliance with Water Board requirements. The Site Management Plan was approved by the Water Board in 2022.

The scope of the Project includes excavation, removal, profiling, transportation, and disposal of soil materials containing elevated concentrations of heavy metals; backfill and compaction with clean import; and site grading and restoration to stabilize the site ahead of the park and housing development construction as required by the Site Management Plan. The work is funded by a grant from the State of California Department of Toxic Substances Control (DTSC). The grant terminates on February 26, 2027, so time is of the essence in completing the Project.

Staff advertised the Project on June 3, 2026. On June 24, 2026, the City received eleven (11) bids for the Project. The following is a list of the bids received and the Engineer’s Estimate for the Project:

Contractor Name City Base Bid
Bay Cities Paving & Grading, Inc. Concord, CA $932,235
Goodfellow Bros. California, LLC Livermore, CA $971,092 Innovative Construction Solutions Concord, CA $987,592
Mountain Cascade Inc. Livermore, CA $1,230,116
Grade Tech Inc. Livermore, CA $1,237,045
ETIC Pleasant Hill, CA $1,258,408
Pacific States Dublin, CA $1,293,101
Brannon Corporation Morgan Hill, CA $1,335,560
McGuire and Hester Oakland, CA $1,385,100
Engineering/Remediation Resources
Group, Inc. Martinez, CA $1,602,812
Clean Harbors Environmental
Services, Inc.

Norwell, MA $2,416,484
Engineer’s Estimate $2,200,000
Ten (10) of the eleven (11) bid results represent significant savings from the previously estimated Project construction cost. Based on feedback from the design consultant and prospective bidders, the cost savings are attributed to the aggressive bidding climate associated with this Project. The pre-bid conference was well-attended, and several inquiries were received during the bidding period expressing detailed interest in winning the Project.

Bay Cities was the apparent lowest bidder at the time the bids were received. The City acknowledged the receipt of a timely protest letter from GBI, dated June 25, 2026, and a timely protest letter response from Bay Cities, dated June 29, 2026. Staff conducted a detailed review of the individual bid proposals and bid protest letters. As a result of this review, staff deemed Bay Cities' Bid Proposal to be responsive based on the following reasons:
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The bid protest identifies discrepancies in the Base Bid and Bid Alternate amounts indicated on Bay Cities' Bid Proposal and Bid Schedule. The Base Bid discrepancy is governed and resolved by Paragraph 12.1.1 of the Instructions to Bidders. The Bid Alternate discrepancies are governed by Paragraph 12.1.4 of the Instructions to Bidders and are immaterial to the award, which is based on the Base Bid amount. Neither discrepancy reaches the threshold for non-responsiveness identified in Paragraph 12.2 of the Instructions to Bidders.

The bid protest asserts that Bay Cities’ bid must be rejected as non-responsive because project summaries were provided in a different format than required for the Bidder’s Questionnaire and certain project summaries did not identify the name and/or contact for the Architect/Engineer.

These irregularities do not constitute material deviations from the bidding requirements, do not affect the competitive bidding process, and do not require rejection of Bay Cities' bid as nonresponsive. The City therefore retains discretion to waive these irregularities as immaterial. Staff was able to contact references identified on the project sheets and received consistently positive endorsements of Bay Cities’ performance. The provided project sheets did not pose an impediment or source of additional effort in reviewing Bay Cities' qualifications. Accordingly, staff deems these bid irregularities to be immaterial, in accordance with Paragraph 22 of the Instructions to Bidders.

The bid protest acknowledges that Bay Cities submitted a Subcontractor List with no subcontractors listed and that was not initialed. Bay Cities did, however, indicate in writing “No Subcontractors.” Moreover, Bay Cities signed and submitted the Bid Proposal, verifying under oath that Bay Cities would self-perform all work. Bay Cities receives no competitive advantage from this omission. No other bidder's position is affected. There is no uncertainty about Bay Cities' selfperformance representation since it is written on the form in plain English. This irregularity does not constitute a material deviation from the bidding requirements, does not affect the competitive bidding process, and does not require rejection of Bay Cities' bid as non-responsive. The City therefore retains discretion to waive this irregularity as immaterial. Accordingly, the City deems this bid irregularity to be immaterial, in accordance with Paragraph 22 of the Instructions to Bidders.

Staff determined that these bid irregularities can be waived as inconsequential and that Bay Cities' bid proposal is responsive. A letter dated July 1, 2026, was sent to GBI by the City Engineer containing staff analysis of the bid protest. Staff recommends the City Council authorize a construction contract with Bay Cities, the lowest responsible and responsive bidder. Bay Cities has extensive experience completing earthwork projects for public agencies throughout Northern California and has worked on projects for the City with satisfactory performance. Staff contacted references included in Bay Cities' bid and received consistently positive endorsements of Bay Cities' performance.

Staff recommends adding Bid Alternate 2 to the contract. Bid Alternate 2 includes additional excavation to extend the depth of soil removal to five (5) feet with associated off haul, backfill, and compaction. The benefit of Bid Alternate 2 includes removing additional soil containing elevated concentrations of heavy metals in advance of the park and housing developments, thereby reducing the amount of landfill off hauling required during construction of the park and housing developments, improving worker health and safety during construction and minimizing the potential for delays that may be associated with the earthwork activities. Bay Cities submitted a Base Bid amount of $932,235 with the Bid Alternate 2 work totaling $1,353,750. The total amount of the Base Bid and Bid Alternate 2, $2,285,985, is less than the engineer’s estimate and within the DTSC grant amount. The current budget covers this contract award of $2,285,985.
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In accordance with Livermore Municipal Code Section 2.68.590(B), a cumulative Change Order authorization of 10% of the contract value is allowed. Given the uncertainty associated with underground conditions and the potential for encountering additional contaminated materials, staff will return to Council for additional Change Order authorization if needed.

Staff will coordinate with the Downtown businesses affected by the Project work and inform them of the planned construction activities. Advance notification will be provided regarding roadway closures, parking restrictions, and construction schedules before work commences. An updated schedule will be made available to the Downtown businesses on the City’s website. Fencing will be installed around the perimeter of the construction site to exclude the public from the work area. The fencing will include informational banners to apprise the public of the work being performed.

ENVIRONMENTAL DETERMINATION
The agreement is within the scope of the Specific Plan EIR, dated February 9, 2004 (SCH No.:
2003032038), the Specific Plan Subsequent EIR, dated March 30, 2009 (SCH No.: 2008092085), and the Specific Plan Subsequent EIR Addenda adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020- 178. None of the criteria in CEQA Guidelines Section 15162 have been met. The agreement is also exempt from the provisions of CEQA pursuant to CEQA Guidelines Section 15182 (c).

FISCAL AND ADMINISTRATIVE IMPACTS
The Livermore Village Remediation Project DR202118 is included in the FY 2025-30 Capital Improvement Plan. The budget for the Project covers the cost of this $2,285,985 construction contract with Bay Cities and all other associated change orders, construction management, materials testing, project management, and reporting. DTSC has approved funding for remediation activities at the site through February 26, 2027. Based on the contract time of completion, the work covered under this construction contract will be completed within the grant term and is eligible for grant reimbursements.

Human Services Facility Fees (Fund 290) are currently allocated in FY 2026-27 to fund expenses to support site closure tasks at the workforce housing site that may be required by the Water Board following the period that is covered by the DTSC grant. Human Services Facility Fees are not the appropriate funding source for tasks supporting workforce housing. To align the anticipated Project expenditures with the proper funding to account for housing-related costs, a supplemental appropriation from the Low Income Housing Fund (Fund 200) will be made to the Project budget as follows:

For Fund 200, add $75,000
For Fund 290, remove $75,000
This project will not increase Operational and Maintenance (O&M) costs.

COMMUNITY PILLAR
4: Inclusive and Inviting Spaces and Places
GOAL
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3: Continue to implement the Downtown Specific Plan

GUIDING DOCUMENT
5-Year Capital Improvement Plan Fiscal Years 2025-2030

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Bay Cities Paving and Grading Inc. Contract Prepared by: Li-Teck Lau
Assistant Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
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ATTACHMENT 1
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1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION
OF LOW-INCOME HOUSING FUNDS (FUND 200) IN THE AMOUNT OF $75,000; AUTHORIZING A BUDGET REDUCTION OF $75,000 FROM THE HUMAN SERVICES FACILITY FEES FUND (FUND 290); AND
AWARDING A CONTRACT TO BAY CITIES PAVING & GRADING, INC.

FOR THE CONSTRUCTION OF THE LIVERMORE VILLAGE
REMEDIATION PROJECT DR202118, IN THE AMOUNT OF $2,285,985 The City of Livermore advertised and received bid proposals for the construction of the Livermore Village Remediation Project DR202118. Bay Cities Paving & Grading, Inc. (Bay Cities) submitted the lowest responsible and responsive Base Bid Proposal in the amount of $932,235 that is acceptable to the City of Livermore.

A timely bid protest was received from Goodfellow Bros. California, LLC, the second lowest bidder, claiming that the bid proposal from Bay Cities Paving & Grading, Inc. was non-responsive. After detailed review by staff in coordination with the City Attorney's Office, City staff ultimately determined that Bay Cities Paving & Grading, Inc.’s bid proposal is responsive.

Livermore Municipal Code section 2.68.570(C) requires that the award of contracts subject to formal bidding be awarded to the lowest responsive and responsible bidder.

The bid submitted by Bay Cities Paving & Grading, Inc., meets this requirement and therefore, City staff recommends the City Council approve the award of a construction contract with Bay Cities Paving & Grading in the amount of $2,285,985 for Project DR202118.

Bid Alternate 2 includes additional excavation to extend the depth of soil removal to five (5) feet with associated off haul, backfill, and compaction. Bay Cities submitted a Base Bid amount of $932,235 with the Bid Alternate 2 work totaling $1,353,750. City Staff recommends awarding a contract totaling $2,285,985 for the Base Bid and Bid Alternate 2 to Bay Cities Paving & Grading, Inc. for the construction of the Livermore Village Remediation Project DR202118, and adding Bid Alternate 2 to the contract.

Given the uncertainty associated with underground conditions concerning this project, and the potential for encountering contaminated materials, a cumulative Change Order authorization of 10% is recommended.

Additionally, City staff recommends the City Council authorize a supplemental appropriation in the amount of $75,000 from the Low-Income Housing Fund (Fund 200) to replace Human Services Facility Fees (Fund 290). The Low-Income Housing Funds will support workforce housing site closure tasks following completion of the soil removal work.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby:
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2 RESOLUTION NO. ________

1. Finds the agreement is within the scope of the Specific Plan EIR, dated February 9, 2004 (SCH No.: 2003032038), the Specific Plan Subsequent EIR, dated March 30, 2009 (SCH No.: 2008092085), and the Specific Plan Subsequent EIR Addenda adopted by City Council by Resolution 2018-153, Resolution 2019-064, and Resolution 2020-178. None of the criteria in CEQA Guidelines Section 15162 have been met. The agreement is also exempt from the provisions of CEQA pursuant to CEQA Guidelines Section 15182 (c).

2. Authorizes a supplemental appropriation of $75,000 from the Low-Income Housing Fund (Fund 200) to the budget for the Livermore Village Remediation Project DR202118;

3. Authorizes a budget reduction of $75,000 from the Human Services Facility Fees (Fund 290) to the budget for the Livermore Village Remediation Project DR202118;

4. Awards and authorizes the City Manager to execute a construction contract with Bay Cities Paving & Grading, Inc, attached hereto as Exhibit A and incorporated by this reference, in the amount of $2,285,985, for construction of the Livermore Village Remediation Project DR202118, pursuant to Livermore Municipal Code section 2.68.570 (C);

5. Rejects all other bids or proposals;

6. Authorizes the City Manager to approve and execute change orders up to a cumulative amount of ten percent of the construction contract value of $2,285,985; and

7. 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 July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
/s/ Kimberly Cilley
Helena Graves Kimberly D. Cilley
Acting City Clerk City Attorney
Exhibit A – Bay Cities Paving & Grading, Inc. Contract
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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CITY COUNCIL STAFF REPORT ITEM NO. 6.9
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing execution of an agreement with Granberg & Associates, Inc., in an amount not-to-exceed $462,980 and a term ending December 31, 2031, to develop and implement the City's Alternative Project Delivery Program, including Design-Build and Construction Manager/General Contractor (CM/GC) delivery methods.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with Granberg & Associates, Inc., in an amount not-to-exceed $462,980 and a term ending December 31, 2031, to provide Owner’s Authorized Representative (OAR) services for the development and implementation of alternative project delivery methods.

SUMMARY
The City currently delivers nearly all Capital Improvement Program (CIP) projects using the traditional Design-Bid-Build delivery method. While this approach remains appropriate for many projects, California law now provides additional delivery options, including Design-Build and Construction Manager/General Contractor (CM/GC), that may be better suited for certain complex, schedule-sensitive, or technically challenging projects.

The proposed agreement with Granberg & Associates, Inc., will assist the City in developing the policies, procedures, procurement documents, municipal code amendments, staff training, and implementation framework necessary to responsibly utilize these delivery methods on future projects. The agreement also includes owner advisory support during the City’s initial alternative delivery procurements.

Providing staff with additional project delivery tools will allow the City to evaluate the most appropriate delivery method on a project-by-project basis. While no delivery method guarantees better results, implementing a well-developed alternative delivery program is expected to improve the City’s ability to match project delivery methods to project characteristics, encourage greater collaboration during design and construction, improve risk allocation, and enhance the likelihood of successful project outcomes for appropriate projects.

DISCUSSION
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The City manages a diverse CIP consisting of water, wastewater, transportation, parks, public facilities, and public safety projects. Many of these projects continue to increase in complexity due to regulatory requirements, aging infrastructure, utility coordination, market conditions, and construction cost escalation. Historically, the City has relied almost exclusively on the traditional Design-Bid-Build project delivery model. Although this method remains effective for many projects, it may not always provide the greatest flexibility for projects involving significant technical uncertainty, accelerated schedules, extensive stakeholder coordination, or opportunities for contractor innovation.

The City has historically delivered most Capital Improvement Program projects using the traditional Design-Bid-Build method, in which the City separately procures design services, completes the design, and then competitively bids construction. This method remains appropriate for many projects and continues to be the City's primary project delivery approach. Under this delivery method, the construction contract is generally awarded to the lowest responsive and responsible bidder, limiting the City's ability to consider factors such as qualifications, technical approach, and past performance beyond the requirements established in the bid documents.

Under Design-Build, a single entity is responsible for both the design and construction of a project under one contract. This delivery method can streamline project coordination, allow greater collaboration between designers and builders, and may be appropriate for projects where schedule, innovation, and integration between design and construction are priorities. Unlike the traditional Design-Bid-Build process, Design-Build allows the City to evaluate and select a design-builder based on a combination of qualifications, technical expertise, project approach, and value.

Under Construction Manager/General Contractor (CM/GC), the City selects a construction manager during the design phase to provide constructability reviews, cost estimating, scheduling, and risk management while the design is being developed. Once the design reaches an appropriate level of completion, the City may negotiate a Guaranteed Maximum Price with the construction manager, who then serves as the general contractor during construction. This delivery method is authorized for certain public infrastructure projects, including water, wastewater, and stormwater projects, and is particularly well suited for technically complex projects where early contractor involvement can help manage construction risks. Similar to Design-Build, CM/GC allows the City to select a contractor based on qualifications, relevant experience, and project approach, providing greater flexibility in identifying the team best suited for the project before construction begins.

The California Public Contract Code authorizes cities to utilize these alternative delivery methods provided the City adopts the appropriate ordinances, procurement procedures, and implementation processes. Development of an alternative project delivery program requires specialized expertise in California Public Contract Code, procurement procedures, risk allocation, owner advisory services, and implementation of Design-Build and CM/GC programs that are outside the City's current in-house experience.

To support this effort, in April 2026, the City issued a Request for Qualifications/Proposals seeking an OAR consultant with demonstrated experience assisting public agencies in developing and implementing alternative project delivery programs.

The requested scope included:

Evaluation of the City’s current project delivery practices; 262
Preparation of municipal code amendments and procurement procedures; Development of standard operating procedures, templates, and evaluation criteria; Staff training and implementation guidance;
Assistance with initial Design-Build and CM/GC procurements; and Ongoing owner advisory services during early implementation.

The City received proposals from six qualified consulting firms. Following evaluation of written proposals and interviews with the highest-ranked firms, the selection committee determined that Granberg & Associates, Inc., was the best-qualified consultant.

Granberg & Associates, Inc., demonstrated extensive experience assisting California public agencies with the implementation of Design-Build and CM/GC programs, including development of municipal ordinances, procurement manuals, owner procedures, and implementation support for water, wastewater, and public facility projects. The firm’s proposal reflected a practical, phased implementation approach tailored to agencies establishing alternative delivery programs for the first time.

The proposed agreement includes development of the City’s Alternative Project Delivery Program, preparation of ordinance recommendations and procurement documents, staff training, implementation support, and owner advisory services for future pilot projects. The agreement has a not-to-exceed amount of $462,980.

The Alternative Project Delivery Program will establish the procedures, procurement documents, standard operating procedures, contract templates, evaluation criteria, and staff training necessary to implement both Design-Build and Construction Manager/General Contractor (CM/GC) project delivery methods. While these delivery methods may be utilized for a variety of future Capital Improvement Program projects, CM/GC is authorized for water and wastewater infrastructure projects and is anticipated to be the primary alternative delivery method for future enterprise-funded utility infrastructure projects. Design-Build is expected to have broader application across the City's Capital Improvement Program and will likely be utilized primarily for future facility projects where a single design-builder can provide greater integration between design and construction. Accordingly, staff recommends that the Water and Wastewater enterprise funds participate in funding development of the program because they are expected to directly benefit from these implementation tools and procedures.

Staff views this work as an investment in developing long-term organizational capability rather than support for a single capital project. The resulting procedures, procurement documents, training materials, and implementation framework are expected to be completed in 2027 and utilized across multiple future capital projects and will provide staff with additional tools to evaluate and select the most appropriate delivery method for each project.

Alternative delivery methods will not replace traditional Design-Bid-Build delivery. Instead, staff anticipates using each delivery method where it is most appropriate based on project complexity, schedule, risk profile, and overall project objectives. By expanding the City’s available delivery options, staff expects to improve flexibility, promote collaboration between designers and contractors where appropriate, and enhance the City’s ability to successfully deliver complex capital projects on time and within budget.

FISCAL AND ADMINISTRATIVE IMPACTS
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The proposed agreement totals $462,980. The Alternative Project Delivery Program will establish the procedures, procurement documents, standard operating procedures, contract templates, evaluation criteria, and staff training necessary to implement both Design-Build and Construction Manager/General Contractor (CM/GC) project delivery methods. While these delivery methods may be utilized for a variety of future Capital Improvement Program projects, CM/GC is authorized for water and wastewater utility projects and is anticipated to be the primary alternative delivery method for future enterprise-funded utility infrastructure projects.

Accordingly, this effort will be funded with $184,000 from the Wastewater Fund (Fund 620) and $46,000 from the Water Fund (Fund 640) because those utilities are expected to directly benefit from the City's CM/GC implementation framework and its application to future utility infrastructure projects.

The remaining $232,980 required for the agreement is available within the Fiscal Year 2026-27 Engineering Operating Budget.

COMMUNITY PILLAR
5: A City That Works
GOAL
14: Develop, operate, and maintain the City’s infrastructure

ATTACHMENTS

1. Resolution

2. Exhibit A - Granberg & Associates, Inc. Agreement
Prepared by: Farnoush Levers
Assistant City Engineer
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
264
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT
WITH GRANBERG & ASSOCIATES, INC., TO PROVIDE OWNER'S

AUTHORIZED REPRESENTATIVE (OAR) SERVICES FOR

DEVELOPMENT AND IMPLEMENTATION OF ALTERNATIVE

PROJECT DELIVERY METHODS, IN AN AMOUNT NOT-TO-EXCEED
$462,980 AND A TERM ENDING DECEMBER 31, 2031
The City of Livermore continually evaluates opportunities to improve the delivery of Capital Improvement Program projects. Alternative project delivery methods, including Design-Build and Construction Manager/General Contractor (CM/GC), provide additional project delivery options that may be appropriate for certain public works projects based on their complexity, schedule, and project objectives. The City desires to develop the policies, procedures, municipal code amendments, procurement documents, and staff training necessary to implement these project delivery methods in accordance with California law.

The proposed Professional Services Agreement with Granberg & Associates, Inc. will provide Owner's Authorized Representative services for development and implementation of the City's Alternative Project Delivery Program in an amount not-toexceed $462,980 and with a term ending December 31, 2031.

This effort will be funded with $184,000 from the Wastewater Fund (Fund 620) and $46,000 from the Water Fund (Fund 640) because those utilities are expected to directly benefit from the City's CM/GC implementation framework and its application to future utility infrastructure projects. The remaining $232,980 required for the agreement is available within the Fiscal Year 2026-27 Engineering Operating Budget.

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

1. Authorizes the City Manager to execute an agreement, attached hereto as Exhibit A, with Granberg & Associates, Inc., to provide Owner’s Authorized Representative (OAR) services for development and implementation of alternative project delivery methods in an amount not-to-exceed $462,980 and a term ending December 31, 2031.

2. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution. 265
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti__________________ Helena Graves Tara Mazzanti
Acting City Clerk Senior Assistant City Attorney
Exhibit A – Granberg & Associates, Inc., Agreement
266

25-1220

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Livermore (“City”), a municipal corporation, and Granberg & Associates, Inc (“Consultant”), a(n) California Corporation.

RECITALS
City requires professional services to serve as Owner’s Authorized Representative (OAR) for the development and implementation of alternative project delivery methods, including Design-Build and Construction Manager/General Contractor (CM/GC or GM/GC).

Consultant represents and warrants that it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges City has relied upon these representations and warranties as inducement to award this Agreement to Consultant.

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

1. Retention as Consultant. City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the Services described and defined below in Section 3 Description of Services subject to the terms and conditions in this Agreement.

2. Relationship of Parties – Independent Contractors.
(a) The relationship of the parties shall be that of independent contractors.

Consultant is and shall at all times remain as to City a wholly independent contractor during the term of this Agreement.
(b) Consultant and its personnel performing the Services on behalf of Consultant are not City officers or employees. Consultant’s personnel shall at all times be under Consultant’s exclusive direction, control, supervision, and management.

Consultant, at its own cost and expense, is responsible for all workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the Services by Consultant’s personnel. (c) Consultant and its personnel providing the Services shall not qualify for or become entitled to, and hereby waive any claims to, any compensation, benefit, or any incident in employment by City, including but not limited to enrollment in the California Public Employees Retirement System (PERS) as an employee of City and any entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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(d) Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, and shall have no authority, express or implied, to bind City to any obligation whatsoever.

3. Description of Services. Consultant shall provide the services described in the recitals and more particularly set forth in Exhibit A Scope of Work, which are collectively defined as “the Services” for the purposes of this Agreement.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Coordinate the Services with Farnoush Levers (“Project Manager”), or such other person designated as the Project Manager by City; (b) At all times faithfully, competently, and diligently perform the Services to the best of its ability, experience, and talent in a courteous manner to the highest industry standards when performing the Services required hereunder. For the purposes of this Agreement the phrase “highest industry standards” means those professional standards recognized by one or more professional consultants performing similar Services under similar circumstances within City’s region;
(c) Provide the resources and assign competent Consultant personnel necessary to complete the Services in a timely manner;
(d) Immediately remove and replace, without any cost to City, any member of Consultant’s personnel providing the Services to City, in its sole discretion and at any time during this Agreement, directs Consultant to remove and replace, and City agrees to advise Consultant of the reason for the direction for the removal and replacement; (e) Provide all facilities, goods, materials, and equipment that may be necessary for Consultant’s personnel to provide the Services. City may furnish physical facilities such as desks, filing cabinets, and conference space that may be reasonably necessary for Consultant’s use for the Services, but in no event shall City be required to furnish any facilities that involve incurring a direct expense such as computer, software, long-distance telephone or other communication charges, vehicles, or document reproduction facilities;
(f) Obtain and keep in effect during the term of this Agreement all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services, including obtaining a business license from the City of Livermore, and keep them all in effect for the term of this Agreement;
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(g) Obtain and complete the appropriate City forms for the City to pay Consultant electronically via the Automated Clearing House (ACH). Those forms may be obtained by email at [email protected] or by calling Accounts Payable staff at (925) 960-4345. If Consultant opts-out of electronic payment, it must likewise complete the appropriate City forms that can be obtained from those same sources for payment by check. The authority granted by those forms will remain in force and effect until the City receives written notification of changes, which changes shall not take effect for at least ten business days to afford City a reasonable opportunity to act; (h) Provide City with a complete Request for Taxpayer Identification Number and Certification Form W-9 using the form most recently issued by the Internal Revenue Service;
(i) Comply with all applicable state and federal laws, as well as Alameda County and City of Livermore ordinances, regulations, and adopted codes, when providing the Services;
(j) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested, and if requested by the Project Manager, Consultant shall certify the correctness of any invoice or invoices for Services provided. Consultant shall not submit an invoice to City more frequently than once a calendar month;
(k) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least three years from the date of City’s final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment. Consultant shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Consultant shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants to take possession, then Consultant and City shall coordinate delivery of the invoices and records to City in the most efficient manner possible;
(l) Be available to the Project Manager, City staff, and other parties referred to Consultant by the Project Manager to answer questions or inquiries related to the Services or invoices;
(m) Prepare and submit a written report to the Project Manager, within three business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;
(n) Correct all errors in the Services. If Consultant fails to make such correction in a timely manner, then City may make the correction and then charge the cost thereof to Consultant or deduct that cost from the compensation payable to Consultant; Docusign Envelope ID: F0FD7D0F-96A3-8BCB-838D-92B0F0359DAD EXHIBIT A Page 3 of 19
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(o) Comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA, when providing the Services; and,
(p) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages.

5. Term. The term of this Agreement commences upon contract execution, and terminates upon the completion of the Services or 12/31/2031, whichever occurs first.

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

7. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $462,980.00 ("not-to-exceed amount"). (b) City shall compensate Consultant for the Services rendered at the hourly rates or task amounts set forth in Exhibit B Fee Schedule, and shall reimburse Consultant for travel expenses and other costs that are identified in Exhibit B, up to the not-to-exceed amount.
(c) Consultant and City acknowledge that compensation paid by City to Consultant pursuant to this Agreement is based upon Consultant’s estimated costs to provide the Services, including the salaries and benefits paid by Consultant to its personnel. Consequently, Consultant and City further agree that compensation paid by City to Consultant is intended to include the costs of contributions to any pensions or annuities, or both, to which Consultant and its personnel may be eligible, and that City has no responsibility for contributions beyond the compensation paid to Consultant under this Agreement. As provided this Agreement, the hourly rates, task amounts and reimbursement for specified travel expenses and costs in the Fee Schedule are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services, including all taxes Consultant is required to pay. (d) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.

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(e) City shall pay Consultant via the Automated Clearing House or as otherwise instructed by Consultant pursuant to Section 4(g) above.

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

9. Intellectual Property, Copyright, and Right of Use. All items created by Consultant for City under this Agreement are works made for hire, and Consultant shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Consultant agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Consultant to City and Consultant obtains a license to such items for the benefit of City.

All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services.

10. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s personnel who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are returned to City or confirmed destroyed in a manner satisfactory to City.

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

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(a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.
(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e)

12. Insurance. Without limiting Consultant’s indemnification of the Indemnified Parties, Consultant shall procure and maintain at its own expense during the term of this Agreement policies of insurance in the amounts and under the terms set forth in Exhibit C Insurance Requirements against claims and Liability that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. Force Majeure; Service Delays. Should Consultant’s performance of the Services be obstructed or delayed due to changes in the Services by City, by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain goods, materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then Consultant’s time for performance may, at City’s sole discretion, be extended for such periods as may be agreed upon by City and Consultant. Nothing in this section restricts City’s authority in Section 6 to terminate this Agreement.

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

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

16. Conflict of Interest. Consultant represents that no City employee or official has a financial interest in Consultant. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Consultant represents that it has not performed any work for that private party during the twelve-month period prior to the execution of this Agreement, and that it shall not negotiate, offer, or accept any contract for services from that party during the term of this Agreement.

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17. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code implementing the California Political Reform Act, and shall prepare and file an economic disclosure statement if the Services involve making, or participation in making, governmental decisions or financial decisions by City that may have a material effect on Consultant’s financial interests as determined by the City Attorney’s Office.

While it is Consultant’s sole responsibility to evaluate its conflicts of interest, Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

18. Levine Act Compliance. California Government Code section 84308 (Levine Act) prohibits City officers from participating in any action related to a contract, license, permit, or entitlement if the officer receives political contributions from a party, or participant, or agent thereof, that totals more than $500 within the twelve months preceding the decision or within the twelve months following the date of the final decision.

Consultant shall review and complete as necessary the City’s California Levine Act Disclosure Statement that can be obtained from the City Clerk.

19. Use of Recycled Products. If fitness and quality are equal, then Consultant shall utilize recycled products consistent with the City’s Environmentally Preferrable Purchasing and Practices Policy, and as defined in California Public Contract Code Section 12200 for the Services, instead of nonrecycled products whenever recycled products are available at the same or a lesser cost than nonrecycled items. Information on recycled materials can be found here:
• Sustainable Purchasing | StopWaste - Home, Work, School • Reducing Waste at Work | StopWaste - Home, Work, School • Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing | US EPA

20. Non-Exclusive Agreement. This Agreement is non-exclusive. City reserves the right to provide, and to retain other qualified consultants to provide, services that are the same or similar to the Services.

21. Business Entity Status. Consultant is responsible for filling all required documents and forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, as well as the California Business and Professions Code and any other state statute, to the extent such requirements apply to Consultant to provide the Services. By entering into this Agreement, Consultant represents that it is: authorized to do business in California; in good standing with the California Secretary of State; and, in good standing with all agencies having jurisdiction over Consultant, including any licensing agencies. If Consultant is a suspended entity at the time it enters into this Agreement, City may take steps to void this Agreement.

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22. Authority to Execute Agreement. Consultant has taken all necessary action to authorize the execution of this Agreement, and expressly represents that the person signing this Agreement on behalf of Consultant has received and accepted the authority to sign and execute this Agreement on behalf of Consultant. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms, which authorization is ratified and confirmed upon Consultant’s acceptance of the first compensation payment by City.

23. No Subcontracting and No Assignment. Consultant’s unique personal competence, experience, specialized personal knowledge, and professional reputation were a substantial inducement to City for the award of this Agreement to Consultant, therefore no part of the Services may be assigned or subcontracted without City’s prior written consent. For the purposes of this section, a change of fifty percent or more in the ownership or control of Consultant constitutes an assignment.

24. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, Consultant must present a written claim to City in accordance with Livermore Municipal Code Chapter 3.40 Claims Administration.

25. Work Eligibility. Consultant warrants that only personnel authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be provided by Consultant for the performance of the Services.

26. Non-Discrimination. In performance of the Services, Consultant agrees that it will not engage in discrimination in employment of persons because of such person’s race, color, religion, sex/gender, gender identity/expression, sexual orientation, marital status, medical condition, military or veteran status, national origin, ancestry, disability, genetic information, age, or any protected classification when providing the Services. Consultant further agrees to comply with all provisions of Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race, color, or national origin in all programs or activities receiving federal financial assistance. Consultant further assures that it will take necessary actions to ensure compliance with these requirements in the performance of this Agreement.

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

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(b) For the purposes of this Agreement, the terms “writing” and “written” includes electronic documents and communication via email, but not when those terms are used in Sections 6, 12, 23, and Sections 27 through 30 for notices, consent, or modifications. For the notices, consent, and modifications in Sections 6, 12, 23, and Sections 27 through 30, the terms “writing” and “written” means either a physically tangible document or an electronic document that satisfies the requirements in Livermore Municipal Code Section 2.64 Electronic Signatures.

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

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

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

TO CITY: Attention: Farnoush Levers
City of Livermore / Community Development
1052 South Livermore Avenue  Livermore, CA, 94550
[email protected]
Email: [email protected]
[email protected]
[email protected]
TO CONSULTANT: Attention: Robert Granberg
Granberg & Associates, Inc
P.O. Box 637
Escalon, CA, 95320
United States
Email: [email protected]

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

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

32. Survival. The terms, conditions, and obligations in Sections 2, 8 through 11, 23, 24, 30, and 31 through 33 shall survive the completion or termination of this Agreement.

33. Jurisdiction and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, claim, or legal action of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda or in the United States District Court for the Northern District of California.

34. Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications and to utilize electronic signatures in lieu of using paper documents pursuant to Livermore Municipal Code section 2.64 Electronic Signatures and all other applicable laws. You are not required to sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time.

35. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Exhibit List on the Next Page
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In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date set forth in the first paragraph of this Agreement, which is the date that this Agreement was signed on behalf of City after it was signed by Consultant.

CONSULTANT: Dated:
____________________________ ___________________________ Robert Granberg
President
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna A. Burch
City Manager
APPROVED AS TO FORM:
______________________________________
Deputy/Assistant/Senior Assistant/City Attorney
APPROVED AS TO INSURANCE:
___________________________
Risk Manager/Analyst
Exhibits:

Exhibit A – Scope of Work
Exhibit B – Fee Schedule
Exhibit C – Insurance Requirements
Docusign Envelope ID: F0FD7D0F-96A3-8BCB-838D-92B0F0359DAD 6/29/2026 | 3:06 PM PDT
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EXHIBIT A

SCOPE OF SERVICES
EXHIBIT “A”

OWNER AUTHORIZED REPRESENTATIVE SERVICES

TO DEVELOP ALTERNATIVE PROJECT DELIVERY METHODS
This scope of services includes establishing processes, updating municipal codes, contract templates, and project selection criteria for eligible capital improvement projects for the City of Livermore (City).

PROJECT DESCRIPTION
The Owner’s Authorized Representative (OAR) will provide comprehensive professional services to assist the City of Livermore in implementing alternative delivery methods for public works projects, including Design-Build and Construction Manager/General Contractor (CM/GC or GM/GC), as authorized by California Public Contract Code Sections 22160–22169, 20133, 20134, 20175.2, and 21568.5–21568.10.

SCOPE OF SERVICES
The following is a scope of services to be used as a guideline for anticipated services. The Scope of Services is organized into the following tasks:
• Task 1 – Project Management and Meetings
• Task 2 – Ordinance and Policy Development
• Task 3 – Process and Procedure Development
• Task 4 – Contract Template Development
• Task 5 – CIP Project Evaluation and Planning
Consultant shall provide all necessary labor, materials, equipment, and supplies to perform the Scope of Services. Consultant shall be responsible for all site visits or meetings with City staff that may be needed to facilitate Consultant’s execution of the Scope of Services. The City requires the following tasks for this Project:

Task 1 – Project Management and Meetings
Consultant shall be responsible for project management activities throughout the life of the Project, from planning through construction. This task will include project setup, administration, coordination with the City and other stakeholders, and managing scope, schedule, and budget.

Consultant’s project manager shall serve as the primary point of contact when communicating with the City.

Responsibilities include, but are not limited to:
• Kickoff Meeting: Organize and execute a Kickoff Meeting with City staff. Consultant’s project manager shall work with the City’s project manager in advance of the Kickoff Meeting to confirm topics to be discussed at the meeting. Consultant shall prepare and issue meeting agenda, presentation materials, notes, and decision log. • Project Schedule: Prepare and maintain a Project schedule using excel or the electronic scheduling software (i.e., Microsoft Project). The initial schedule shall be provided no later Docusign Envelope ID: F0FD7D0F-96A3-8BCB-838D-92B0F0359DAD EXHIBIT A Page 12 of 19
278

EXHIBIT A

than the Kickoff Meeting and shall be updated at each design deliverable milestone.

Schedules shall be provided in Excel or Microsoft Project and PDF format. • Daily Oversight and Coordination: Oversee daily management of scope, schedule, budget, and deliverables. Coordinate work with internal staff, subconsultants, and City staff as necessary.
• Progress Meetings: Participate in 8 virtual and/or hybrid meetings with the City to discuss overall work progress and the status of near-term efforts and requirements. For each meeting, Consultant shall prepare meeting documents for each meeting, including agendas, presentation materials, and minutes to document key discussion issues, action items, and decisions made. Meeting agendas, materials, and notes shall be provided in an electronic editable file format, as well as PDF file format. Consultant shall coordinate meeting documents with decision log.
• Decision Log: Maintain a Decision Log to track the impact of decisions made on design, consulting cost, construction cost, and Project schedule. Decision log shall be provided in an electronic editable file format, as well as PDF file format. Consultant shall coordinate decision log with meeting documents.
• Monthly Invoices and Progress Reports: Prepare and submit invoices and progress reports on a monthly basis.
o Invoices – Invoices must identify the hours and rates charged for each person for each task, as well as itemizing other direct costs, with cumulative totals for invoiced amounts per task identified to demonstrate that expenditures are within the not-to-exceed authorization limit of the agreement.
o Expense Logs – The invoices shall be accompanied by an expense log showing all invoices billed against the contract and the amount remaining. City will provide a template of the expense log for the Consultant’s use.
o Progress Reports – The invoices shall also be accompanied by a monthly progress report that describes the activities completed during the invoice’s billing period, a record of Project decisions made by City, activities anticipated for the next billing period, and notification of potential out-of-scope activities.

Monthly invoices and progress reports shall be provided as a PDF file. The progress reports shall be included as part of the email when the invoices are submitted electronically.

Consultant deliverables for Task 1 include the following:
• Schedule
• Meeting documents
• Decision log
• Invoices and Progress Reports
Task 2 – Ordinance and Policy Development
The consultant will review existing municipal code ordinances related to public works contracting and identify necessary amendments to enable Design-Build and CM/GC/GM/GC delivery methods in compliance with California Public Contract Code, including but not limited to Sections 22160–22169, 20133, 20134, 20175.2 for Design-Build, and 21568.5–21568.10 (as outlined in SB 598) for CM/GC/GM/GC. This task includes drafting recommended ordinance Docusign Envelope ID: F0FD7D0F-96A3-8BCB-838D-92B0F0359DAD EXHIBIT A Page 13 of 19
279

EXHIBIT A

updates, preparing supporting documentation, and developing presentations for City Council approval. The consultant will coordinate closely with the City Attorney’s Office and staff to ensure proposed changes comply with California Public Contract Code and align with City objectives, facilitating the ordinance adoption process from initial review through final approval Responsibilities include, but are not limited to:
o Review existing municipal code ordinances related to public works contracting. o Draft recommended ordinance updates to incorporate Design-Build and CM/GC/GM/GC methods.
o Prepare supporting documentation and presentations for City Council approval. o Coordinate with City Attorney and staff for ordinance adoption process Consultant deliverables for Task 2 include the following:
• Draft municipal code updates
• Any resolutions, exhibits and redlines as needed for City Council approval.

Task 3 – Process and Procedure Development
The consultant will develop comprehensive procurement procedures for Design-Build and CM/GC/GM/GC projects, including step-by-step workflows and best practices. This task includes creating CIP project selection criteria and evaluation frameworks, drafting compliance protocols and checklists for Project Managers, and preparing standardized RFQ/RFP templates for alternative delivery procurements. The consultant will also develop evaluation criteria and scoring methodologies, assist with shortlisting and interviews, and support best-value selection processes to ensure transparency and compliance with applicable laws and City policies. In addition, consultant shall provide training on new procedures and template to City Staff.

Responsibilities include, but are not limited to:
o Develop procurement procedures for Design-Build and CM/GC/GM/GC projects. o Create CIP project selection criteria and evaluation frameworks. o Draft compliance protocols and checklists for Project Managers. o Develop RFQs/RFP Templates for Design-Build and CM/GC/ GM/GC procurements. o Create evaluation criteria and scoring methodology.
o Assist with shortlisting, interviews, and best-value selection Consultant deliverables for Task 3 include the following:
• Standard Operating Procedures and Checklists for Alternative Delivery Systems. • CIP project selection criteria and evaluation frameworks. • RFQs/RFP Templates for Design-Build and CM/GC procurements. • Training on new procedures and template to City Staff.

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EXHIBIT A

Task 4 – Contract Template Development
The consultant will draft standard contract templates for Design-Build and CM/GC/GM/GC delivery methods, incorporating risk allocation strategies, performance standards, and dispute resolution clauses based on City standard provisions. This task includes iterative review and refinement of templates to ensure clarity, enforceability, and alignment with City objectives. The consultant will collaborate with the City Attorney’s Office to finalize templates for official use in upcoming procurements, ensuring compliance with California Public Contract Code and updated municipal ordinances.

Responsibilities include, but are not limited to:
o Draft standard contract templates for Design-Build and CM/GC/GM/GC delivery. o Incorporate risk allocation, performance standards, and dispute resolution clauses based on City Standard Clauses.
o Review and finalize templates with City Attorney’s Office.

Consultant deliverables for Task 4 include the following:
• Standard Contract Templates for Design-Build and CM/GC/GM/GC delivery.

Task 5 – CIP Project Evaluation and Planning
The consultant will assist the City in identifying and prioritizing candidate projects for alternative delivery methods by reviewing the Capital Improvement Plan and applying established selection criteria. This task includes conducting feasibility assessments to determine the most appropriate delivery method for each project and preparing preliminary project schedules and cost models to support decision-making. Recommendations will be documented in formal reports and presented to City leadership for approval.

Responsibilities include, but are not limited to:
o Identify and prioritize candidate projects for alternative delivery methods. o Conduct feasibility assessments and recommend delivery method. o Prepare preliminary project schedules and cost models.

Consultant deliverables for Task 5 include the following:
• List of recommendations which identify and prioritize candidate projects for alternative delivery methods.
• Preliminary project schedules and cost models for the first CIP project recommended to implement an alternative delivery method.

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281
Total Rates Total Expenses
Hours Budget
NTP
Task 1 Project Management and Meetings
Kickoff Meeting
Project Manager/Lead OAR - Granberg 4 4 $ 300 $ 1,200 $100 Alternative Backup OAR - Wagner 4 4 $ 300 $ 1,200 $1,400 Project Schedule
Project Manager/Lead OAR - Granberg 2 2 2 2 2 2 2 2 2 2 2 2 24 $ 300 $ 7,200 Daily Oversight and Coordination
Project Manager/Lead OAR - Granberg 8 8 8 8 8 8 8 8 8 8 8 8 96 $ 300 $ 28,800 Progress Meetings
Project Manager/Lead OAR - Granberg 2 2 2 2 2 2 2 2 16 $ 300 $ 4,800 Alternative Backup OAR - Wagner 2 2 2 2 2 2 2 2 16 $ 300 $ 4,800 Decision Log
Project Manager/Lead OAR - Granberg 2 2 2 2 2 2 2 2 2 2 2 2 24 $ 300 $ 7,200 Monthly Invoices and Progress Reports
Project Manager/Lead OAR - Granberg 2 2 2 2 2 2 2 2 2 2 2 2 24 $ 300 $ 7,200 Task 2 Ordinance and Policy Development
Review Existing Ordinances
Project Manager/Lead OAR - Granberg 8 8 8 24 $ 300 $ 7,200 Draft Ordinance Updates
Project Manager/Lead OAR - Granberg 16 8 8 32 $ 300 $ 9,600 Prepare Supporting Documentation
Project Manager/Lead OAR - Granberg 12 8 8 28 $ 300 $ 8,400 Coordinate with City Attorney and Staff for Adoption Process Project Manager/Lead OAR - Granberg 8 8 8 24 $ 300 $ 7,200 Task 3 Process and Procedure Development
Develop Procurement Procedures
Project Manager/Lead OAR - Granberg 12 12 $ 300 $ 3,600 Alternative Backup OAR - Wagner 12 12 $ 300 $ 3,600
Create CIP Project Selection Criteria and Evaluation Frameworks Project Manager/Lead OAR - Granberg 8 8 16 $ 300 $ 4,800 Alternative Backup OAR - Wagner 4 4 8 $ 300 $ 2,400
Cost, Schedulue, MW Manager - Marsh 2 2 $ 300 $ 600
Cost, Schedule, MW Deputy - Ashley 2 4 6 $ 200 $ 1,200
Draft Compliance Protocols and Checklists
Project Manager/Lead OAR - Granberg 8 8 $ 300 $ 2,400
Alternative Backup OAR - Wagner 8 8 $ 300 $ 2,400
Cost, Schedulue, MW Manager - Marsh 2 2 $ 300 $ 600
Cost, Schedule, MW Deputy - Ashley 8 8 $ 200 $ 1,600
Workshops & Training
Project Manager/Lead OAR - Granberg 12 12 12 12 12 12 12 12 12 108 $ 300 $ 32,400 $300 Alternative Backup OAR - Wagner 16 16 16 16 16 16 16 16 16 144 $ 300 $ 43,200 $4,200 Cost, Schedulue, MW Manager - Marsh 12 12 12 12 12 12 12 12 12 108 $ 300 $ 32,400 $1,400 Cost, Schedule, MW Deputy - Ashley 16 16 16 16 16 16 16 16 16 144 $ 200 $ 28,800 $2,800 Develop RFQ/RFP Templates
Project Manager/Lead OAR - Granberg 8 8 8 24 $ 300 $ 7,200 Alternative Backup OAR - Wagner 8 8 8 24 $ 300 $ 7,200
Create Evaluation Criteria and Scoring Methodologies
Project Manager/Lead OAR - Granberg 8 8 $ 300 $ 2,400
Alternative Backup OAR - Wagner 8 8 $ 300 $ 2,400
Assist with Shortlisting, Interviews, and Best-Value Selection Project Manager/Lead OAR - Granberg 12 12 24 $ 300 $ 7,200 $100 Alternative Backup OAR - Wagner 12 12 24 $ 300 $ 7,200
Jun TASK ROLE
2026 2027
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May
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Task 4 Contract Template Development
Develop Standard Contract Templates
Project Manager/Lead OAR - Granberg 12 12 24 $ 300 $ 7,200 Alternative Backup OAR - Wagner 40 40 80 $ 300 $ 24,000 Review and Finalize Templates with City Attorney's Office Project Manager/Lead OAR - Granberg 24 24 $ 300 $ 7,200 Alternative Backup OAR - Wagner 24 24 $ 300 $ 7,200
Task 5 CIP Project Evaluation and Planning
Identify and Prioritize Candidate Projects
Project Manager/Lead OAR - Granberg 4 8 8 20 $ 300 $ 6,000 Alternative Backup OAR - Wagner 4 4 4 12 $ 300 $ 3,600
Cost, Schedule, MW Deputy - Ashley 4 4 4 12 $ 200 $ 2,400 Conduct Feasibility Assessments and Recommendations
Project Manager/Lead OAR - Granberg 12 8 4 2 26 $ 300 $ 7,800 Alternative Backup OAR - Wagner 8 4 4 16 $ 300 $ 4,800
Cost, Constructibility & Value Engineering - Myer 8 4 4 16 $ 280 $ 4,480 Prepare Preliminary Schedules and Cost Models
Schedule & Cost Model Development - Marsh 40 40 80 $ 300 $ 24,000 Schedule & Cost Model Development - Wagner 32 32 64 $ 300 $ 19,200 Schedule & Cost Model Development - Myer 40 40 80 $ 280 $ 22,400 Deputy Schedule & Cost Model Development - Ashley 40 40 40 120 $ 200 $ 24,000 SUBTOTAL 34 56 278 214 162 84 86 114 222 226 94 42 1612 $ 452,680 EXPENSES $ 10,300
TOTAL $ 462,980
Task 6 As-Directed Services 10% $ 46,298 $ 10,300
Assumptions
Contract award in June, NTP in July
One pilot project will be selected to procure using alternative project delivery January 2027 begin RFQ/RFP for pilot project
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Revised 3/10/23 B16.5 – 2M E&O

EXHIBIT C

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

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation and Employer's Liability:

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

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

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

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

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

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

1. The City of Livermore, its officers, officials, employees, and designated Docusign Envelope ID: F0FD7D0F-96A3-8BCB-838D-92B0F0359DAD EXHIBIT A Page 18 of 19
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volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant/Contractor; or automobiles owned, leased, hired or borrowed by the Consultant/Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

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

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

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

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

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

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

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CITY COUNCIL STAFF REPORT ITEM NO. 6.10
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Brent Smith, Community Development Director
SUBJECT: Resolution authorizing the City Manager to execute and administer a Professional Services Agreement with the University of California, Davis - Road Ecology Center, for a research grant on behalf of the Altamont Landfill Open Space Advisory Committee.

RECOMMENDED ACTION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute and administer a Professional Services Agreement to implement the grant awarded by the Altamont Landfill Open Space Advisory Committee to the University of California, Davis – Road Ecology Center, for a two year period in the amount of $246,803, to research and develop a Payment for Ecosystem Services (PES) method and web tools.

SUMMARY
On May 16, 2025, the Altamont Landfill Open Space Advisory Committee (Open Space Committee) recommended approval of a grant application by the UC Davis Road Ecology Center for $246,803 over a two-year period (approximately $123,402 per year) to research and develop a Payment for Ecosystem Services (PES) method and web-tool to assist with Committee decision making about land and easement acquisitions (the Agreement and Scope of Work is Exhibit A to the Resolution). The expenditure would comply with the 5% annual limit for research purposes in Section 7.4.7 of the 1999 Altamont Landfill Settlement Agreement (Settlement Agreement).

The City of Livermore will administer and monitor the funding Agreement because the Open Space Committee does not have contract authority. The funding would be transferred from the Altamont Landfill Settlement Agreement Open Space Fund to a City Open Space Account. The City's role will be to transfer funds to UC Davis for consultant services, on an invoice payment basis.

DISCUSSION

ALTAMONT LANDFILL OPEN SPACE COMMITTEE
The Open Space Committee recommends expenditures of funds to protect natural resources, biodiversity, scenic value, and recreational opportunities. The Open Space Committee reviews grant 286
applications for land or easement acquisitions and research studies that are intended to support the Committee’s decision-making for proposed acquisitions. Additionally, the Open Space Committee has resources to support research studies furthering the purpose and intent of Section 7.4.7 of the Settlement Agreement that states the following:
"By approval of a majority of the members of the Advisory Committee, and concurrence by the County and Cities, up to five percent (5%) of the funds received in the Open Space Account in any given year may be expended for the services of independent consultants to aid the Advisory Committee in carrying out its duties to identify open space areas in need of protection and to make plans for their acquisitions, and up to two percent (2%) of the funds received in the Open Space Account any given year may be expended for costs incurred in the financial management of the account." No funds have been expended this year for consultant services per Section 7.4.7 of the Settlement Agreement. The requested amounts are anticipated to be within the allowed range per year.

The Open Space Committee is comprised of four members: one member appointed by the Board of Supervisors, one member appointed by the Livermore City Council, one member appointed by the Pleasanton City Council and one member appointed by the Sierra Club. A representative of the City of Dublin may participate as a non-voting member. Rotating Livermore City Council members provide representation on the Committee. Vice Mayor Wang is the current Livermore representative.

On September 8, 2025, the City Council adopted a resolution confirming the Committee’s recommendation to authorize the research grant for UC Davis. The research is intended to support the Committee’s prioritization of lands for protection based on wildlife presence/activity, potential habitat, and habitat connectivity, including across freeways. The Open Space Committee will utilize this information, as appropriate, to support initial strategies for potential land acquisition in fee title or conservation easements to enable native wildlife (plants and animals) survival and movement.

FISCAL AND ADMINISTRATIVE IMPACTS
Funding the grant requests would have no impact on the City’s General Fund other than the allocation of staff time to prepare this report to the City Council and administering a grant agreement with the UC Davis Road Ecology Center over a two-year period. All the funding for the study would be transferred from the Altamont Landfill Settlement Agreement Open Space Fund to a City Open Space Account. The City's role will be to transfer funds to UC Davis for consultant services, on an invoice payment basis.

COMMUNITY PILLAR
3: Environmental Stewardship
GOAL
1: Lead efforts to implement the updated Climate Action Plan in collaboration with internal and external partners

ATTACHMENTS

1. Resolution
287

2. Exhibit A - Professional Services Agreement
Prepared by: Kam Purewal
Associate Planner
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
288
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

AN AGREEMENT WITH THE UNIVERSITY OF CALIFORNIA, DAVIS
(ROAD ECOLOGY CENTER) FOR A RESEARCH GRANT AWARDED

BY THE ALTAMONT LANDFILL OPEN SPACE ADVISORY

COMMITTEE
On May 16, 2025, the Altamont Landfill Open Space Advisory Committee (Open Space Committee) recommended approval of a grant application by the University of California, Davis (UC Davis) Road Ecology Center for the amount of $246,803 (“Grant Funds”), over a two-year period to research and develop a Payment for Ecosystem Services (PES) method and web-tool to assist the Open Space Committee’s decision making about land and easement acquisitions. The expenditure would comply with the 5% annual limit for research purposes in Section 7.4.7 of the 1999 Altamont Landfill Settlement Agreement.

On September 8, 2025, the City Council adopted Resolution No. 2025-141 confirming the Open Space Committee’s recommendation to authorize the research grant for UC Davis. The Open Space Committee reviews grant applications for land or easement acquisitions and research studies intended to support the Committee’s decision making about land and easement acquisitions.

The City now desires to enter into an agreement with UC Davis to implement the Grant Funds awarded by the Open Space Committee (“Agreement”). The Grant Funds for the Agreement will be transferred from the Altamont Landfill Settlement Agreement Open Space Fund to a City Open Space Account. The City of Livermore will administer the funding Agreement because the Open Space Committee does not have contract authority. The City's role will be to transfer the Grant Funds awarded by the Committee to UC Davis for consultant services, on an invoice payment basis.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that prior to taking action on the Agreement and at a properly noticed public meeting, the City Council reviewed written and oral staff reports, took testimony, and received into the record all pertinent documents (collectively, the “Record Evidence”).

The City Council’s determination is based on the Record Evidence, which is incorporated into this Resolution by reference.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager to execute and administer a Professional Services Agreement, attached hereto as Exhibit A, and all other documents with the University of California, Davis Road Ecology Center necessary to implement the Grant Funds. 289
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Katherine Mirassou
Helena Graves Katherine Mirassou
Acting City Clerk Assistant City Attorney
Exhibit A – Professional Services Agreement and Scope of Work 290
Professional Services Agreement
ver. 2025.05

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2026, by and between the City of Livermore (“City”), a municipal corporation, and The Regents of the University of California, on behalf of its Davis campus (“Consultant”), a Public Institution.

RECITALS
City requires professional services for the development of a Payment for Ecosystem Services (PES) method (Phase I) and web-tool (Phase II) to assist with the Altamont Landfill Open Space Committee’s (ALOSC) decision-making about land and easement acquisition. The amount requested is $246,803 and would be distributed over a two-year period.

Consultant represents and certifies that it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges City has relied upon these representations and certification as inducement to award this Agreement to Consultant.

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

1. Retention as Consultant. City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the Services described and defined below in Section 3 Description of Services subject to the terms and conditions in this Agreement.

2. Relationship of Parties – Independent Contractors.
(a) The relationship of the parties shall be that of independent contractors.

Consultant is and shall at all times remain as to City a wholly independent contractor during the term of this Agreement.
(b) Consultant and its personnel performing the Services on behalf of Consultant are not City officers or employees. Consultant’s personnel shall at all times be under Consultant’s exclusive direction, control, supervision, and management.

Consultant, at its own cost and expense, is responsible for all workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the Services by Consultant’s personnel. (c) Consultant and its personnel providing the Services shall not qualify for or become entitled to, and hereby waive any claims to, any compensation, benefit, or any incident in employment by City, including but not limited to enrollment in the California Public Employees Retirement System (PERS) as an employee of City and any entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
291
Professional Services Agreement
ver. 2025.05

(d) Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, and shall have no authority, express or implied, to bind City to any obligation whatsoever.

3. Description of Services. Consultant shall provide the services described in the recitals and more particularly set forth in Exhibit A Scope of Work, which are collectively defined as “the Services” for the purposes of this Agreement.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Coordinate the Services with Sukhamrit Purewal, Associate Planner (“Project Manager”), or such other person designated as the Project Manager by City; (b) At all times faithfully, competently, and diligently perform the Services to the best of its ability, experience, and talent in a courteous manner to the highest industry standards when performing the Services required hereunder. For the purposes of this Agreement the phrase “highest industry standards” means those professional standards recognized by one or more professional consultants performing similar Services under similar circumstances within City’s region;
(c) Provide the resources and assign competent Consultant personnel necessary to complete the Services in a timely manner;
(d) Immediately remove and replace, without any cost to City, any member of Consultant’s personnel providing the Services to City, in its sole discretion and at any time during this Agreement, directs Consultant to remove and replace, and City agrees to advise Consultant of the reason for the direction for the removal and replacement; (e) Provide all facilities, goods, materials, and equipment that may be necessary for Consultant’s personnel to provide the Services. City may furnish physical facilities such as desks, filing cabinets, and conference space that may be reasonably necessary for Consultant’s use for the Services, but in no event shall City be required to furnish any facilities that involve incurring a direct expense such as computer, software, long-distance telephone or other communication charges, vehicles, or document reproduction facilities;
(f) Obtain and keep in effect during the term of this Agreement all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services, including obtaining a business license from the City of Livermore, and keep them all in effect for the term of this Agreement;
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(g) Obtain and complete the appropriate City forms for the City to pay Consultant electronically via the Automated Clearing House (ACH). Those forms may be obtained by email at [email protected] or by calling Accounts Payable staff at (925) 960-4345. If Consultant opts-out of electronic payment, it must likewise complete the appropriate City forms that can be obtained from those same sources for payment by check. The authority granted by those forms will remain in force and effect until the City receives written notification of changes, which changes shall not take effect for at least ten business days to afford City a reasonable opportunity to act; (h) Provide City with a complete Request for Taxpayer Identification Number and Certification Form W-9 using the form most recently issued by the Internal Revenue Service;
(i) Comply with all applicable state and federal laws, as well as Alameda County and City of Livermore ordinances, regulations, and adopted codes, when providing the Services;
(j) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested, and if requested by the Project Manager, Consultant shall certify the correctness of any invoice or invoices for Services provided. Consultant shall not submit an invoice to City more frequently than once a calendar month;
(k) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least three years from the date of City’s final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment. Consultant shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Consultant shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants to take possession, then Consultant and City shall coordinate delivery of the invoices and records to City in the most efficient manner possible;
(l) Be available to the Project Manager, City staff, and other parties referred to Consultant by the Project Manager to answer questions or inquiries related to the Services or invoices;
(m) Prepare and submit a written report to the Project Manager, within three business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;
(n) Correct all errors in the Services. If Consultant fails to make such correction in a timely manner, then City may make the correction and then charge the cost thereof to Consultant or deduct that cost from the compensation payable to Consultant; Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

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(o) Comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA, when providing the Services; and,
(p) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages.

5. Term. The term of this Agreement commences on August 1 st , 2026, and
terminates upon the completion of the Services or July 31st , 2028, whichever occurs first.

6. Termination by City. City may terminate any portion or all of the Services by giving Consultant at least 30 calendar-days’ written notice. Upon receipt of a termination notice, Consultant shall promptly stop all work in progress on the Services except where necessary to preserve the benefit of the work, and Consultant shall then assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Consultant in accordance with and subject to Section 7.

7. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $246,803 ("not-to-exceed amount"). An indirect rate of 10% is factored into the total amount.
(b) Consultant and City acknowledge that compensation paid by City to Consultant pursuant to this Agreement is based upon Consultant’s estimated costs to provide the Services, including the salaries and benefits paid by Consultant to its personnel. Consequently, Consultant and City further agree that compensation paid by City to Consultant is intended to include the costs of contributions to any pensions or annuities, or both, to which Consultant and its personnel may be eligible, and that City has no responsibility for contributions beyond the compensation paid to Consultant under this Agreement. As provided this Agreement, the hourly rates, task amounts and reimbursement for specified travel expenses and costs in the Fee Schedule are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services, including all taxes Consultant is required to pay. (c) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.
(d) City shall pay Consultant via the Automated Clearing House or as otherwise instructed by Consultant pursuant to Section 4(g) above.

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

9. Intellectual Property, Copyright, and Right of Use. Consultant agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Consultant to City and Consultant obtains a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, nontransferable and royalty free for non-commercial use only.

10. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City which is marked as confidential to anyone except Consultant’s personnel who require access to the information to perform the Services. Disclosure of Confidential Information shall be made in writing marked “Confidential” or if orally disclosed, is reduced to a marked writing within thirty (30) days of oral disclosure. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are returned to City or confirmed destroyed in a manner satisfactory to City within 3 years.

11. Defense, Indemnity, Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by or otherwise acceptable to City, City and its elected and appointed officials, officers, directors, employees, agents, and designated volunteers (collectively “Indemnified Parties”) from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of the Indemnified Parties.

Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant, but Consultant shall only be responsible to indemnify the Indemnified Parties for Liability solely in proportion to, and to the extent caused by, Consultant’s negligence or willful misconduct. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by City. (a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.

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

12. Insurance. Without limiting Consultant’s indemnification of the Indemnified Parties, Consultant shall procure and maintain at its own expense during the term of this Agreement policies of insurance in the amounts and under the terms set forth in Exhibit B Insurance Requirements against claims and Liability that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. Force Majeure; Service Delays. Should Consultant’s performance of the Services be obstructed or delayed due to changes in the Services by City, by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain goods, materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then Consultant’s time for performance may, at City’s sole discretion, be extended for such periods as may be agreed upon by City and Consultant. Nothing in this section restricts City’s authority in Section 6 to terminate this Agreement.

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

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

16. Conflict of Interest. Consultant represents that no City employee or official has a financial interest in Consultant. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Consultant represents that it has not performed any work for that private party during the twelve-month period prior to the execution of this Agreement, and that it shall not negotiate, offer, or accept any contract for services from that party during the term of this Agreement.

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17. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code implementing the California Political Reform Act, and shall prepare and file an economic disclosure statement if the Services involve making, or participation in making, governmental decisions or financial decisions by City that may have a material effect on Consultant’s financial interests as determined by the City Attorney’s Office.

While it is Consultant’s sole responsibility to evaluate its conflicts of interest, Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

18. Levine Act Compliance. California Government Code section 84308 (Levine Act) prohibits City officers from participating in any action related to a contract, license, permit, or entitlement if the officer receives political contributions from a party, or participant, or agent thereof, that totals more than $500 within the twelve months preceding the decision or within the twelve months following the date of the final decision.

Consultant shall review and complete as necessary the City’s California Levine Act Disclosure Statement that can be obtained from the City Clerk.

19. Use of Recycled Products. If fitness and quality are equal, then Consultant shall utilize recycled products consistent with the City’s Environmentally Preferrable Purchasing and Practices Policy, and as defined in California Public Contract Code Section 12200 for the Services, instead of nonrecycled products whenever recycled products are available at the same or a lesser cost than nonrecycled items. Information on recycled materials can be found here:
• Sustainable Purchasing | StopWaste - Home, Work, School • Reducing Waste at Work | StopWaste - Home, Work, School • Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing | US EPA

20. Non-Exclusive Agreement. This Agreement is non-exclusive. City reserves the right to provide, and to retain other qualified consultants to provide, services that are the same or similar to the Services.

21. Business Entity Status. Consultant is responsible for filling all required documents and forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, as well as the California Business and Professions Code and any other state statute, to the extent such requirements apply to Consultant to provide the Services. By entering into this Agreement, Consultant represents that it is: authorized to do business in California; in good standing with the California Secretary of State; and, in good standing with all agencies having jurisdiction over Consultant, including any licensing agencies. If Consultant is a suspended entity at the time it enters into this Agreement, City may take steps to void this Agreement.

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22. Authority to Execute Agreement. Consultant has taken all necessary action to authorize the execution of this Agreement, and expressly represents that the person signing this Agreement on behalf of Consultant has received and accepted the authority to sign and execute this Agreement on behalf of Consultant. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms, which authorization is ratified and confirmed upon Consultant’s acceptance of the first compensation payment by City.

23. No Subcontracting and No Assignment. Consultant’s unique personal competence, experience, specialized personal knowledge, and professional reputation were a substantial inducement to City for the award of this Agreement to Consultant, therefore no part of the Services may be assigned or subcontracted without City’s prior written consent. For the purposes of this section, a change of fifty percent or more in the ownership or control of Consultant constitutes an assignment.

24. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, Consultant must present a written claim to City in accordance with Livermore Municipal Code Chapter 3.40 Claims Administration.

25. Work Eligibility. Consultant certifies that only personnel authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be provided by Consultant for the performance of the Services.

26. Non-Discrimination. In performance of the Services, Consultant agrees that it will not engage in discrimination in employment of persons because of such person’s race, color, religion, sex/gender, gender identity/expression, sexual orientation, marital status, medical condition, military or veteran status, national origin, ancestry, disability, genetic information, age, or any protected classification when providing the Services. Consultant further agrees to comply with all provisions of Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race, color, or national origin in all programs or activities receiving federal financial assistance. Consultant further assures that it will take necessary actions to ensure compliance with these requirements in the performance of this Agreement.

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

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(b) For the purposes of this Agreement, the terms “writing” and “written” includes electronic documents and communication via email, but not when those terms are used in Sections 6, 12, 23, and Sections 27 through 30 for notices, consent, or modifications. For the notices, consent, and modifications in Sections 6, 12, 23, and Sections 27 through 30, the terms “writing” and “written” means either a physically tangible document or an electronic document that satisfies the requirements in Livermore Municipal Code Section 2.64 Electronic Signatures.

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

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

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

TO CITY: Attention: Kam Purewal, Associate Planner
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
Email: [email protected]
[email protected]
[email protected]
[email protected]
TO CONSULTANT: Attention: Fraser Schilling, Director
Road Ecology Center/ ITS
1605 Tilia Street
Davis, CA 95616
Email: [email protected]

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

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

32. Survival. The terms, conditions, and obligations in Sections 2, 8 through 11, 23, 24, 30, and 31 through 33 shall survive the completion or termination of this Agreement.

33. Jurisdiction and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, claim, or legal action of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda or in the United States District Court for the Northern District of California.

34. Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications and to utilize electronic signatures in lieu of using paper documents pursuant to Livermore Municipal Code section 2.64 Electronic Signatures and all other applicable laws. You are not required to sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time.

35. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
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In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date set forth in the first paragraph of this Agreement, which is the date that this Agreement was signed on behalf of City after it was signed by Consultant.

CONSULTANT: Dated:

Joseph C. Johnson
Assistant Director, Sponsored Programs Office
CITY OF LIVERMORE: Dated:

Marianna A. Burch
City Manager
APPROVED AS TO FORM:

Deputy/Assistant/Senior Assistant/City Attorney
APPROVED AS TO INSURANCE:

Risk Manager/Analyst
Exhibits:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
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1 Ms. Elizabeth McElligott, Assistant Director,
Alameda County CommunityDevelopment Department
Attention: Altamont Landfill Open Space Committee Members May 8, 2025
Dear Altamont Landfill Open Space Committee Members,
We hope this message finds you all well. The UC Davis Road Ecology Center has worked productively with the ALOSC since 2019 on ways to improve wildlife habitat and connectivity in your study area. Based on suggestions from Committee members, we would like to submit a request for fundingfor $246,803 to develop a Payment for Ecosystem Services (PES) method (Phase I) and web-tool (Phase II) to assist with ALOSC’s decision-making about land and easement acquisition. The proposed study area encompasses primarily the eastern geographic areas of ALOSC interest and secondarily a portion of the western area, as defined in Section 7.3.1 ofthe Altamont Landfill Settlement Agreement. Our timeline for Phase I will begin in August, 2026 and conclude in July, 2028. Our timeframe for Phase II would immediately follow completion of Phase I, July, 2027, and be completed by July, 2028. The research will help meet the goal of supporting the ALOSC’s prioritization of lands for protection based on wildlife presence/activity, potential habitat, and habitat connectivity including across area freeways. The ALOSC will utilize this information, as appropriate, to support initial strategies for potential land acquisition in fee title or conservation easement to enable native wildlife
(plants and animals) survival and movement throughout the Settlement area.

Phase I: We will begin the project by communicating with landowners and landowner/resource representative organizations (e.g., Alameda County RCD, Natural Resources Conservation Service, California Rangeland Trust). We will then conduct an extensive review of the peer-reviewed and technical literature describing methods for valuing and paying for ecosystem services, focusing on wildlife habitat benefits. We will include global literature, but focus primarily on methods published in and for California. From this literature base, we will develop a model method suitable for valuing ecosystem services and paying for these services in Alameda County. There are several possible systems of analysis that we will consider. We will discuss approaches for valuation of non-market goods, such as stated preference and revealed preference methods. From the range of published Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

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2 methods we identify, we will describe a method suitable for ALOSC to use in valuing wildlife-ecosystem services and thus justify paying for these services. We will vet this method with local and regional experts in valuation and payment systems for wildlife habitat and with the ALOSC and its constituent governments.

We will finalize a proposed method for valuing and paying for wildlife ecosystem services.

Phase II: Following completion of Phase I, we will implement the method in the web-based spatial decision-support tool developed by UCANR for ALOSC (https://geoportal.ucanr.edu/alosac/). We will connect the method to new and existing spatial datasets used in the web-tool. For example, using previous UCD work for ALOSC, we will update assumptions made about actual and potential movement of wildlife through the settlement area, including across I-580. We will also make connections between this work and enhancement of wildlife crossing across I-580 through existing and new crossing structures. We will work with UCANR to develop an add-in to their web-tool that calculates values and payments for wildlife ecosystem services for individual parcels. We will vet draft versions of the web-tool with regional experts, including ALOSC, to make sure it is both understandable and useful to support financial decisions. Finally, we will develop a suggested workflow for parcel-specific data collection, appraisal/evaluation, calculated value/payment, mechanism for payment for wildlife ecosystem services, and mechanism for long term maintenance and monitoring.

We look forward to continuing work with the ALOSC on this vital research. We believe that this project will improve financial decisions intended to protect wildlife habitat and movement primarily through the Diablo Range and secondarily the East Bay Hills.

Thank you in advance for the opportunity to submit a Research request. We look forward to consulting regularly with the ALOSC to discuss progress andto receive feedback. A detailed Scope of Work and Budget are provided in the following section.

Sincerely,
Fraser Shilling, PhD
University of California
Road Ecology Center
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3 EXHIBIT A - Scope of Work & Fee Schedule
University California, Davis, & University of California, ANR, Natasha Batista (Stanford University), O’Herron & Company (Meeting Facilitators)

PROJECT BACKGROUND
The Altamont Landfill Open Space Committee (ALOSC) is interested in basing their land acquisition and/or conservation easement purchases on scientific research and findings related to the presence and movement of native wildlife (plant and animal) species throughout the Settlement area. There are several existing approaches for evaluating the contribution of environmental systems to human well-being in an economic framework. Some approaches measure the value of “ecosystem services” provided while others capture the value individuals may have for natural systems exclusive of actual use.

This information will support ALOSC decision making about lands to be acquired in fee title or permanent easement, in cooperation with private or public landowners interested in preserving all or portions of their property.

SCOPE OF WORK
Phase I
We will begin the project by communicating with landowners and landowner/resource representative organizations (e.g., Alameda County RCD, Natural Resource Conservation Service, California Rangeland Trust). We will then conduct an extensive review of the peer-reviewed and technical literature describing methods for valuing and paying for ecosystem services, focusing on wildlife habitat benefits. From this literature base, we will develop a model method suitable for valuing ecosystem services and paying for these services in Alameda County. From the range of published methods we identify, we will describe a method suitable for ALOSC to use in valuing wildlife-ecosystem services and thus justify paying for these services. We will vet this method with local and regional experts in valuation and payment systems for wildlife habitat and with ALOSC and its constituent governments. We will finalize a proposed method for valuing and paying for wildlife ecosystem services.

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4 Task 1: Landowner and ALOSC Communication
The Team will contact select local, rural landowners and key groups representing rural lands (e.g., (e.g., ranchers attending the Conservation Easement workshops funded by the ALOSC). These contacts are not intended to be exhaustive, but instead to have conversations about the approach we are taking and the kinds of outcomes we expect. In a workshop setting, we will ask rural landowner interests about methods they have available to them (e.g., NRCS’s Environmental Quality Incentives Program) and their ideas about how to make an effective payment for wildlife ecosystem services method for ALOSC.

Deliverable: Summary notes from a workshop with rural landowner interests; Identification of potential fatal flaws and good ways forward.

Task 2: Method Development
The Team will develop the scientific, legislative and logistical basis for a PES approach for ALOSC. This will include literature searches (both peer-reviewed and technical literature), developing a model approach, describing payment mechanisms, and differentiating between initial valuation and long-term maintenance costs. The model approach will be developed in spreadsheet and GIS formats so that it can be tested with example calculations. Careful notation will be made of the decisions made during development to help with review and reporting.

Deliverables: Draft method for Payment for Wildlife Ecosystem Services; Draft technical memo describing basis for approach and approach itself Task 3: Method Vetting and Confirmation
The Team will present the method to the ALOSC and other stakeholders at one ALOSC meeting and one workshop with landowner-stakeholders. The purpose of the meeting will be to get feedback on both the basis and the outputs of the method. A final model method will be developed following this feedback and presented to the ALOSC at the end of Phase I.

Deliverables: Presentation to the ALOSC and 1 workshop; collection of feedback; final model and method and technical memo.

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5 Phase II
Following completion of Phase I, we will implement the payment for wildlife ecosystem service method in the web-based spatial decision-support tool developed by UCANR for ALOSC (https://geoportal.ucanr.edu/alosac). We will connect the method to new and existing spatial datasets used in the web-tool. For example, using previous UCD work for ALOSC, we will update assumptions made about actual and potential movement of wildlife through the settlement area, including across I-580. We will also make connections between this work and enhancement of wildlife crossing across I-580 through existing and new crossing structures. We will work with UCANR to develop an add-in to their web-tool that calculates values and payments for wildlife ecosystem services for individual parcels. We will vett draft versions of the web-tool with regional experts, including ALOSC, to make sure it is both understandable and useful to support financial decisions. Finally, we will develop a suggested workflow for parcel-specific data collection, appraisal/evaluation, calculated value/payment, mechanism for payment for wildlife ecosystem services, and mechanism for long term maintenance and monitoring.

Task 4: Calculation of Parcel Wildlife Ecosystem Services We will use the method developed in Phase I and the most recent, available spatial datasets representing wildlife ecosystem services to estimate parcelspecific values for these services. For example, California Department of Fish and Wildlife is currently working on a new set of wildlife habitat prediction models, due to be released sometime in the first half of 2025. These maps, combined with other wildlife data, can be used to estimate total ecosystem value per parcel.

Deliverable: Calculation of parcel values using the payment for wildlife ecosystem services method from Phase I.

Task 5: Draft and Final Deployment within Parcel Prioritization Tool Using the information from Task 4, we will deploy the parcel-specific services and equivalent value information in the UCANR parcel prioritization tool. Once deployed, we will vet the draft tool with ALOSC and landowner-stakeholders to determine how well this information is received and ways to make it Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

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6 understandable and palatable. We will use feedback to develop a final deployment of the Payment for Wildlife Ecosystem Services method in the parcel prioritization tool.

Deliverable: Deployment of draft web-tool; Presentation to ALOSC and 1 landowner workshop for feedback; Final web-deployment of the Payment for Wildlife Ecosystem Services method
Task 6: Suggested Long-Term Workflow and Implementation In order to maintain useability of the information we develop, we will propose a workflow to keep information up to date and to help make decisions. This will include recommended frequency for updating input data, tracking use of the information to make decisions, and feedback from users about ways the system could be improved for actual decisions.

Deliverable: Long-term workflow recommendations
Quarterly Reporting
On a quarterly basis, UCD will provide remote/in-person or remote-only, respectively, oral reports to the ALOSC. These will include oral summaries of progress in carrying out each Task and will culminate in a final oral and written project report at the end of the project term.

Project Deliverables
1) (Quarterly?) Progress reports to the ALOSC after the project begins. 2) Spatial datasets corresponding to the services and payment calculations from Phases I and II.
3) A Technical Report summarizing the project. The final technical report will be presented to the ALOSC at the termination of the project.

Timeline
The Project Team will begin project research as soon as requested funds are Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
307
7 allocated and contractual agreements have been signed. The total project period is estimated to take place over the 24 months between August 1, 2026 and July 31, 2028. A timeline of proposed activities is shown in the table below. (Each numbered column represents a month, starting with the month the contract is finalized. Scheduled periods of activity are shown with colored shading.) Task 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 1 2
3 4
5 6
Phase II Budget Chart
The total amounts in each line item will be distributed in a roughly 80%:20% pattern between the eastern and western ends of the study area, respectively.

ITEM DESCRIPTION Total ($)
UCD Project management and oversight 27,305
UCD technical analyst 94,733
Natasha Batista (Stanford) 38,000
O’Herron & Company (Meeting Facilitators) 23,600
UCANR 38,980
Travel 3,405
UCD Indirect (10% of TDC) 20,780
TOTAL 246,803
Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
308
Revised 7/10/24 B1

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

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”.

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

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

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

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

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

2. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
309
Revised 7/10/24 B1

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

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

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

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

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

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

Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
310
2025-06-12

CITY OF LIVERMORE

DETERMINATION OF CONFLICT OF INTEREST

REPORTING FOR CONSULTANTS
Consultant Name (include name(s) and title(s) of specific person(s) doing work under the contract).

The Regents of the University of California
Contract/Project Title.

Assist with the Altamont Landfill Open Space Committee’s (ALOSC) decision-making about land and easement acquisition.

Brief Description of work to be done, or expected final product, and how it will be used.

Assist with the Altamont Landfill Open Space Committee’s (ALOSC) decision-making about land and easement acquisition.

Is the Consultant making, participating in making, or
influencing a governmental decision? Yes ; No X
Is the Consultant performing work similar to work done
by an employee identified in the City of Livermore
Conflict of Interest Code?
https://www.codepublishing.com/CA/Livermore/Munici
pal/Livermore01/Livermore0128.html#1.28
Yes ; No X.

If YES, please identify the Position Title
of the designated employee(s):

Name, address, direct email, and phone number of each
individual subject to reporting requirements or indicate section and page number in contract where this information can be found. This is needed for Form 700 filing.

Department Head
Signature: Date:

Signature, Name, Title
City Attorney Determination:

Disclosure: None Category 1 Category 2
Comments:

Deputy/Assistant/Senior Assistant/City Attorney
Signature: Date:

Signature, Name, Title

THIS FORM IS TO BE

COMPLETED BY CITY

STAFF ONLY
Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D 7/8/2026 | 12:15 PM PDT
N/A
X
Role not similar to existing disclosure categories and not making discretionary decisions foreseeably impacting public financial interests

EXHIBIT A
311
2025-06-12
The appropriate disclosure category is determined by examining the type of work being performed and shall be the same as the category for the designated employee identified in the City of Livermore Conflict of Interest Code performing similar work, Category 1 for any Consultant that makes, participates in making, or influences decisions, Category 2, or None.

Making, Participating in the Making, of Influencing a Governmental Decision:

In answering the question whether a Consultant is making, participating in making, or influencing a governmental decision, the following guidance is provided1:

A Consultant is subject to the conflict-of-interest disclosure requirements when they:

Make a governmental decision (for example, by voting or making an appointment) Participate in making a governmental decision (for example, by giving advice or making recommendations to the decision maker)
Influence a governmental decision by communicating with the decision maker.

A good rule of thumb in deciding whether a Consultant’s work constitutes making, participating in making, or influencing a governmental decision is to determine whether the Consultant is exercising discretion or judgment with regard to the decision. If so, the Consultant is subject to disclosure.

Disclosure Category 1. All designated employees and consultants in this category shall disclose all sources of income including gifts, loans and travel payments; investments; interests in real property and any business entities in which the designated employee holds a businessposition. “Business position” means any business entity in which the filer is a director, officer, partner, trustee, employee or holds any management position.

Disclosure Category 2.
a. All designated employees and consultants in this category shall disclose all investments, business positions in business entities, and sources of income (including gifts, loans, and travel payments) if the business entity or source is in or doing business in the jurisdiction of the City and:
i. Engages in land development, construction, the provision of architectural, engineering or other services in connection with construction; the manufacture or sale of electrical, plumbing or other products used in construction; the acquisition or sale of real property or financing of land acquisition, development or construction; or
ii. Provides services, supplies, materials, machinery, or equipment of any type utilized by the employee’s division; or
iii. Is of the type which contracts with the designated employee’s department. b. All designated employees and consultants in this category shall disclose interests in real property located within the jurisdiction of the City.
1 Fair Political Practices Commission https://fppc.ca.gov/learn/rules-on-conflict-of-interest-codes/local-government-agenciesadopting-amending-coi.htmland is available on the FPPC’s website at https://fppc.ca.gov Docusign Envelope ID: D10CCDBA-CA7D-81F4-807A-3CFCC38B222D

EXHIBIT A
312
CITY COUNCIL STAFF REPORT ITEM NO. 6.11
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Anwan Baker, Library Director
SUBJECT: Resolution authorizing execution of a Master Agreement and Order Form with Innovative Interfaces, Inc. for the service and maintenance of the Sierra Integrated Library System and the LINK+ Platform, and for cloud hosting, in a total not-to-exceed amount of $650,583.22.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing execution of a five-year Master Agreement and Order Form with Innovative Interfaces, Inc. for the service and maintenance of the Sierra Integrated Library System and the LINK+ Platform, and for cloud hosting, in a total not-to-exceed amount of $650,583.22.

SUMMARY
In 2001, the Library purchased the Innovative Interfaces Incorporated Millennium Integrated Library System (ILS) software to manage materials, records, and patrons. In 2012, the Library migrated to the Sierra ILS. The Sierra ILS system currently serves as the backbone of the library as many of the library’s day-to-day processes and transactions are hosted or processed through this system. The LINK+ subscription was included as an add-on product in the original contract. LINK+ enables the library to borrow materials from other libraries in response to patron requests. In 2021, staff identified the need to migrate the ILS from a locally hosted service to a cloud hosted service allowing for more frequent updates, and new security and features to the ILS at a more regular pace, and reduce the likelihood of system downtime due to server issues.

Innovative Interfaces, Inc. was acquired by Clarivate on December 1, 2021, but continues to operate as its own legal entity. Since the time of acquisition, Innovative Interfaces, Inc. has provided the same services to the Library with no issues or impact seen.

Given the extensive efforts required to change to a new ILS system, the amount of integrated software and resources configured through our current ILS, and staff experience and knowledge of the current Sierra suite of services, it would create significant interruptions in the core operations of the Library and our ability to support patrons if the Library changed to a new ILS system. 313

DISCUSSION
The Livermore Public Library uses Innovative Interfaces, Inc.'s Sierra Integrated Library System (prior to acquisition) for library operations, such as managing patron accounts, checking in and out materials, generating overdue notices, placing items on hold, authenticating online database usage, and more.

Without an ILS, a library of any decent size is unable to function. Through this system, the Library also accesses the Link+ Service, which enables patrons to request and check out materials from other participating libraries. Link+ is particularly valuable in that it broadens access to textbooks from participating libraries, as well as to materials that have not been collected by the Livermore Public Library for a variety of reasons.

In 2012, the Library moved from Innovative Interfaces’ previous ILS to the newer Sierra platform. The Library has spent significant staff time establishing the templates and settings that enable Sierra to work in an efficient manner.

Continuing with the current ILS provider will save a significant amount of staff resources. A change in ILS provider would require more than a year of planning and this was not feasible during in recent years given the totality of staff obligations. In addition, the current ILS has effectively met the Library's needs during the current contract. In order to make use of the Library’s initial staff and financial investment, staff recommends that this software and maintenance/support package be purchased as a sole source (LMC 2.68.360) "Where it is determined that supplies and equipment are unique and available only from one source . . .”.

FISCAL AND ADMINISTRATIVE IMPACTS
The Library last elected to enter into a five-year term for management and support of the ILS that began July 1, 2021, and ends on June 30, 2026. While Innovative Interfaces, Inc. offers annual service terms, the City was able to negotiate reduced rates through this agreement for a new five-year term. Innovative Interfaces, Inc. typically offers annual terms with an increase of 5% each year; this negotiated agreement has no increase in year one, and increases of 1.5%, 2.5%, 3.5%, and 3.5% in years two through five respectively. Over the course of the five-year term, the total negotiated savings over a year-to-year agreement are expected to be $68,854.20.

All costs of the services included in these agreements have been accounted for in the Library’s FY 2026- 27 budget and, if approved, future budget years will have these costs integrated into annual budgets.

COMMUNITY PILLAR
1: A Safe Community That Thrives
GOAL
12: Promote literacy in all its forms to help residents fulfill their life goals and be more active community members

ATTACHMENTS
314

1. Resolution

2. Exhibit A - Master Agreement and Order Form
Prepared by: Allen McFarland
Management Analyst II
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
315
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A MASTER

AGREEMENT AND ORDER FORM WITH INNOVATIVE INTERFACES,
INC. FOR THE SERVICE AND MAINTENANCE OF THE SIERRA
INTEGRATED LIBRARY SYSTEM AND THE LINK+ PLATFORM, AND

FOR CLOUD HOSTING, IN A TOTAL NOT-TO-EXCEED AMOUNT OF
$650,583
The Livermore Public Library has used Integrated Library Systems (ILS) provided by Innovative Interfaces, Inc. since 2001, first using the Millenium ILS and later transitioning to the Sierra ILS in 2012. A Link+ subscription was included in the original contract allowing the Library to borrow materials from other libraries to better serve patrons. In 2021, the Library migrated the ILS from a locally hosted service to a cloud based service to improve the frequency of system updates, improve security update frequency, and reduce the likelihood of system downtime.

The Sierra ILS is used to manage patron accounts, check materials in and out, generate overdue notices, and much more. The Sierra ILS is used by library staff on a daily basis to manage the standard operating functions of the library.

Section 2.68.330 of the Livermore Municipal Code (LMC) requires that a competitive bidding process be used to procure goods or services in excess of $100,000. However, LMC Section 2.68.360 provides for exceptions to the competitive bidding process under certain circumstances. LMC Section 2.68.360(C)(2) provides an exception for sole source procurements when a good or service can be acquired from more than one vendor, but there exists a compelling and justifiable season, such as product standardization, to procure from a particular vendor.

The Sierra ILS is a proprietary system offered by Innovative Interfaces, Inc. and is not available from any other vendor. While other vendors offer their own ILS, the current Sierra ILS has been in use by the library for over a decade and is integrated into daily operations. A change in ILS would require substantial operational changes, technology integrations, staff training, time, and additional expenditure. The agreement with Innovative Interfaces, Inc. qualifies for an exception to the competitive bidding process established in the LMC.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby authorizes the City Manager to execute an agreement, attached hereto as Exhibit A, with Innovative Interfaces, Inc., to provide service and maintenance of the Sierra Integrated Library System and the LINK+ Platform, and for cloud hosting, in an amount not-to-exceed $650,583 and a term lasting five years. 316
2 RESOLUTION NO. ________
On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales
Helena Graves Daniel Gonzales
Acting City Clerk Deputy City Attorney
317
English - Innovative Order Form (Rev. 7/31/2024) Page 1 of 3 Innovative Interfaces Incorporated (“Clarivate”)
789 E. Eisenhower Parkway
Ann Arbor, MI 48108
Order Form Date: June 17, 2026
By signing this Order Form (“Order”) you agree to order the Services and /or license the Products subject to the Agreement described below and you certify that you are authorized to enter into this Agreement on behalf of the Client effective as of the date of the last signature below.

Q-00885536
Products (Annually Recurring):

Name Description Start Date Contract Term
(months)
Sierra Suite Bundle - Sierra Suite
The Sierra Suite includes the Sierra
integrated library system, Sierra
Hosting, Unlimited Sierra Staff
Licenses, and 2 SIP2 Licenses for
Sierra.

See
implementation
rules below
60 Resource Sharing –
Returnables (INNReach) Subscription
Bundle - Resource Sharing –
Returnables (INN-Reach)
Subscription
Resource Sharing – Returnables
(INN-Reach) Subscription
See
implementation
rules below
60 Total Price: 124,000.00 USD
Client: Livermore Public Library
Authorization by: Innovative Interfaces Incorporated Authorization by Client:

Signature: \s1{"size":"small"}\ Signature:

Duly Authorized Signature
Name: \fullname1{"textsize":"small”,"width":"120"}\ Name: Tim McGee Title:

Marianna Burchmall","width":"120"}\
Title: VP, Sales Operations
Date Signed: \date1{"textsize":"small",”format”:”MMM dd, yyyy”,"width":"120"}\ Date Signed: June 17, 2026 City Manager
Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813 __________________
Deputy City Attorney
APPROVED AS TO FORM:
_________________
Risk Analyst
APPROVED AS TO INSURANCE:

EXHIBIT A
318
English - Innovative Order Form (Rev. 7/31/2024) Page 2 of 3 Services (One Time):

Name Description
Sierra Implementation Services
(Subs Service)
Sierra Implementation Services
INN-Reach Implementation
(Subs Service)
INN-Reach Implementation
Total Price: 0.00 USD
Implementation Rules
Start Date for new product(s) being purchased will commence when Customer first uses the Software Product for commercial or production purposes, and if a Product bundle is being purchased which includes an ILS (i.e. Sierra or Polaris), the first use of the ILS for commercial or production purposes will be the effective Start Date for all products included in that Product bundle.
- Statement of Work is attached for Services Orders.
- If applicable, fees will be co-termed to align your billing to the same term.

Renewal Term:

For annually recurring products it will auto renew for consecutive 12-month terms following the expiration of the overall contract term as set out above (“Initial Term”) unless either party provides at least ninety (90) days’ notice of nonrenewal before the end of the then current term. Annual subscription fees may be increased each calendar year by up to 5%.

Product Terms:

GOVERNING LAW State of California
GOVERNING TERMS: The products and services set forth herein are governed by the terms attached hereto:
• The Master Client Agreement (PLI-42213);
• The Product/Service Terms for Innovative; and
• Innovative Subscription and Perpetual Software Subscriptions Operational Terms For the avoidance of doubt, the Terms as expressly detailed in this Order Form will take precedence in the event of a conflict with the Governing Terms.

Additional Information:

Upgrade to Sierra Suite for 5 Years:

Sierra Suite includes the following:
 Current Sierra with existing configurations.
 Link+/INN-Reach
 Cloud hosting.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

EXHIBIT A
319
English - Innovative Order Form (Rev. 7/31/2024) Page 3 of 3  Circulation including modern notices with LX Starter.  Unlimited Staff User Licenses.
 Sierra self-checkout.
 15 SIP2 licenses.

Pricing
Year 1 (26/27) – 0% ($124,000.00)
Year-2 (27/28) – 1.5% ($125,860.00)
Year 3 (28/29) – 2.5% (129,006.50)
Year 4 (29/30) – 3.5% ($133,521.73)
Year 5 (30/31) – 3.5% (138,194.99)
The pricing offered by Clarivate herein expires 30 days from date of issue and based on the assumption that if accepted by Client, contracts will be executed within this 30-day period.

Legal Notice Information
Client Entity: Livermore Public Library
Client Legal Address: 1188 S Livermore Ave Livermore CA United States 94550-9315 Billing Information:

Please review your billing address to ensure its accuracy.

Shipping Information:

Please confirm the shipping address is accurate.

Livermore Public Library
1188 S Livermore Ave Livermore CA United States
94550-9315
Livermore Public Library
1188 S Livermore Ave Livermore CA United States
94550-9315
Electronic Invoice Recipient(s): Electronic Renewal Recipient(s):

If your subscribing institution requires the use of Purchase Orders, please indicate below.

Purchase Order #
Billing Information Notes
Tax Registration Number # \tx
If tax exempt, please include copy of supporting
documentation with signed agreement or email a copy to
[email protected]
Invoices will be emailed to the bill to-contact and renewals will be emailed to the ship-to-contact. If your institution is unable to accept electronic invoices, please check this box: ☐ Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

EXHIBIT A
320
Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 1 Clarivate Terms
Master Client Agreement
This Master Client Agreement (“Terms”) between Innovative Interfaces Incorporated, and the Client listed above creates a framework of contract terms that govern your use of the Clarivate products, services, and other deliverables (“Products”) that you install or you access through our platform(s), website(s) or are otherwise identified in your order form, statement of work or other ordering document (collectively “Order”). These Terms are incorporated into each accepted Order unless we have agreed in writing otherwise. “We”, “our” and “Clarivate” means the Clarivate entity identified in the Order; “you” and “your” means the Client entity identified in the Order. From time to time, a current affiliate of either party may provide or receive services (as the case may be) by entering into an order form that refers to these Terms. These Terms will continue to apply until terminated by either party by providing written notice. After termination, you cannot place any new orders under these Terms. Unless expressly otherwise provided or agreed in writing, termination of these Terms will not cancel any outstanding orders, which will continue to be subject to these Terms.

The Order, any product/service specific terms and conditions and other applicable documents referenced in the Order or these Terms, as updated by Clarivate from time to time, constitute the complete agreement between us ("Agreement"), and supersede any prior discussions or representations regarding your Order, unless fraudulent.

Other terms and conditions you seek to incorporate in any purchase order or otherwise, even where such document is signed by Clarivate as a courtesy, are excluded, and your use of the Products confirms your acceptance of these Terms.

1. Our Products and Services
(a) Orders. Your Order identifiesthe Products, quantities, relevant license and restrictions, fees and charges, permitted users (“Authorized Users”) and other relevant details of your Order. (b) Intellectual Property. Together with our licensors, we retain all ownership of and all rightsin the Products (including any underlying software, data models, databases or data sets), any pre-existing codes, content, methodologies, templates, tools or other materials used in performing services, and any configurations, modifications or derivativesthereto (collectively "Clarivate IP"). Clarivate IP constitutes our valuable intellectual property, confidential information and trade secrets, and you may only use it as expressly permitted in the Agreement. You must promptly notify Clarivate if you become aware of any unauthorized use of Clarivate IP. (c) Compliance. Clarivate and you shall act at all times in accordance with the laws, rules, regulations, export controls and economic sanctions as they apply to such party in connection with its obligations under the Agreement ("Applicable Laws").
(d) Updates. The Products change from time to time. If we fundamentally change the Products in a way which materially impairs your usage of the Products, you may terminate the affected Products on written notice no later than 30 days after the change.
(e) Passwords. Your accessto certain Products may require authentication (e.g. a password). Sharing passwords or facilitating accessto unauthorized usersisstrictly prohibited. Each of usshall maintain industry standard computing environments to ensure that Clarivate IP is secure and inaccessible to unauthorized persons. (f) Usage information. We may collect information related to your use of our Products. We may use this information for legitimate businessreasonsincluding without limitation to recommend products,services or functionality that may interest users, to test and improve our Products and to protect and enforce our rights under the Agreement, and may pass this information to our third party providers for the same purposes. (g) Feedback and knowledge. Where you provide any comments, recommendation, suggestion or ideas, or any other feedback related to Clarivate IP ("Feedback") we may use and exploit such Feedback without restriction or obligation to you and you will not obtain any rights in Clarivate IP. We may freely use our general knowledge, skills and experience, and any ideas, concepts, processes, know-how and techniques developed by Clarivate while providing any Products(including professional services), provided we do not use your confidential or other proprietary Agreement Number PLI-42213
Effective Date Date of Last signature
Client Name Livermore Public Library
Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

EXHIBIT A
321
Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 2 information.
(h) Documentation. You may print or download PDF copies of user guides, online help, release notes, training materials and other documentation provided or made available within the Products or published online, as updated from time to time (“Documentation”) for your internal use with the Products, provided all copyright or proprietary rights notices are retained.
(i)Third party providers. The Products may include data, software and services from third parties. Some third party providersrequire Clarivate to pass additional termsthrough to you, and you must comply with these additional terms as applicable. The third party providers change their terms occasionally and new third party providers are added from time to time. To see the current third party additional terms that apply to your use of our Products visit https://clarivate.com/legal-center/terms-of-business/third-party-terms/.

2. Your Obligations
(a) Limited license. You may only use the Productsin accordance with the applicable license set out in Sections 3 to 6, the relevant product/service termsreferenced on theOrder, and the Documentation. You are responsible for all acts or omissions of your users in connection with the Products, and ensuring users comply with these terms. (b) Your content. You retain ownership of your pre-existing content, data and materials that you provide to us, or use with the Products("Content"). You hereby grant Clarivate a license to use your Content as required by Clarivate to provide you with the Products (including right to sublicense the same to oursubcontractors, as required). You must (i) ensure your Content does not infringe third party rights or any Applicable Laws; and (ii) notify Clarivate in advance before transmitting to us, and clearly mark, any of your Content that containsrestricted data, including the jurisdiction and classification under applicable export control laws. Restricted data may include any information, data, or source code that is on an export controls list or equivalent list of any applicable jurisdiction or that isrelated to weapons, military/defense, intelligence, or law enforcement; aerospace or subsea technologies; cryptography, encryption, or cybersecurity tools; advanced or cutting-edge items or technologies; or items that could pose a danger to health or safety. Unless your Order includes backup services, we disclaim all responsibility for backing up your Content.
(c) General obligations. You must (i) ensure we have up-to-date contact and billing information for your Order; (ii) provide detailed, accurate and sufficiently complete information,specifications and instructionsin a timely manner; (iii) ensure you are permitted to allow Clarivate to use and modify your equipment, systems, software and Content, as required to provide the Products; (iv) maintain then-current minimum technical requirementsto accessthe Products, as applicable; and (v) perform any additional obligations specified in your Order. If reasonably requested, you must make authorized personnel available to agree on the impact of any failure or delay by you to comply with these requirements, and you must not unreasonably withhold or delay your consent to any consequential changes to the Agreement.
(d) Third-party technology. You may only integrate oursoftware with, or access our data from, third-party software, systems, platforms or products(“Third Party Technology”) as permitted by the Agreement. You are responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology (which is independent of the Agreement and your license to the Products). (e) Restrictions. You must not (i) introduce any malicioussoftware into Clarivate IP or network; (ii) run or install any computer software or hardware on the Products or network; (iii) scrape data from the Products; or (iv) disable or bypass any functionality or restrictions within the Products. (f) Artificial Intelligence. You must not use and access the underlying Clarivate proprietary data from the Products:
(i) with any of your technology platforms or systems, in a manner which includes or involves your application of artificial intelligence,such as generative artificial intelligence, machine learning, algorithms or language models(“AI Technologies”); or (ii) to generate any content, such as code, languages, software, services, text, voice, audio, graphics, illustrations, workflows, images, videos or other outputs, in any form or media. (g) Limitations. Unless expressly permitted elsewhere in the Agreement, you may use the Products for your internal use only and shall not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer Clarivate IP in whole or in part, or as a component of any other product,service or material; (ii) create a derivative database or otherwise access and use Clarivate IP to create any derivative works,services or products(including tools, algorithms or models) that compete with or provide a substitute for a product offered by Clarivate or itsthird party providers; (iii) perform penetration Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 3 testing; (iv) perform any text or data mining or indexing of the Products or any underlying data (v) use the Products or underlying data in conjunction with any third-party technology or (iv) allow any third parties or unauthorized users to access, use or benefit from Clarivate IP in any way whatsoever. For the avoidance of doubt, the exercise of legal rights that cannot be limited by agreement under applicable laws is not precluded. (h) Your Responsibilities. You are responsible for any violation of Applicable Laws or regulation, or violation of our or any third party rights(including unauthorized use) related to (i) your Content or your instructionsto us; (ii) your combination or modification of Clarivate IP, or use with any other materials; (iii) your failure to install updates we have provided to you; or (iv) your breach of the Agreement. You are also responsible for Claims brought by third partiesreceiving the benefit of the Productsthrough you. If you use the Products in breach of Sections 2 (e) or (f) you must delete or destroy any infringing material on our request. You must reimburse Clarivate if we incur costs or suffer losses in the circumstances set out in this Section.

3. Information Services
(a) Definition. “Information Services” means a product providing data, metadata, metrics, charts, graphs, literature or other information in any form (collectively “Licensed Information”), including via a Clarivate-provided tool, algorithm, process, web platform, an API, a datafeed, custom dataset or syndicated report. (b) License. Your Authorized Users may use the Information Service solely for internal analysis and research purposes.

Where an Information Service is available via a Clarivate-provided web platform, subject to the Product functionality, Authorized Users may view, download and print reasonable amounts of the Licensed Information for their own individual use. We determine a “reasonable amount” of Licensed Information by comparing user activity against the average activity rates for all other users of the same product. (c) Distribution. Authorized Users may on an infrequent, irregular and ad hoc basis, distribute limited extracts of the Licensed Information internally to non-authorized users as incidentalsamples or for illustrative or demonstration purposesin reports or other documentation created in the ordinary course of their role. We determine a ‘limited extract’ as an amount of Licensed Information that has no independent commercial value and could not be used as a substitute for any service or product (or a substantial part of it) provided by us, our affiliates or third party providers.

Licensed Information may also be distributed: (i) amongst Authorized Users; (ii) to government and regulatory authorities investigating you, if specifically requested; (iii) to persons acting on your behalf, to the extent required to provide legal or financial advice to you, and (iv) to third parties upon execution of a written agreement between Clarivate and the third party. You are responsible for ensuring use by such persons complies with the terms of this Agreement. For clarity, consent is not required for hosting services which host our Licensed Information solely on your behalf; provided, however that such third party shall in no way access or use the data for any purpose. (d) Attribution and representation. Where users quote and excerpt Licensed Information in their work as permitted by the Agreement, they must appropriately cite and credit Clarivate as the source. Attribution to Clarivate and use of the Licensed Information must not categorize or identify Clarivate as an ‘expert’ in any context and to ensure Licensed Information is not misrepresented or taken out of context. Without our prior written consent, the Licensed Information shall not be filed with any securities authorities.

4. Installed Software
(a) Definition. “Installed Software” meanssoftware which is downloaded to or implemented on yourservers. (b) License. You may install Installed Software only for your internal user. Software licenses do not include updates (bug fixes, patches, maintenance releases), upgrades(releases or versions that include new features or additional functionality), APIs or Professional Services unless expressly stated in theOrder. Your Order details your permitted installations, users, locations, the specified operating environment and other permissions and restrictions. You may use Installed Software in object code only. You are responsible for backups and may only make necessary copies of the Installed Software for such purposes.
(c) Delivery. Unless stated otherwise in your Order, we deliver Installed Software by making it available for download.

You may first need to provide Clarivate with certain identifying information about your system administrator and you may be required to confirm availability or installation of our software. (d) Acceptance. Unless set forth otherwise in an Order, when you download Installed Software and Documentation, you are accepting it for use in accordance with the Agreement.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 4

5. Hosted Software
(a) Definition. “Hosted Software” means our software applications made available to you via the internet. (b) License. You may use our Hosted Software only for your internal use . Your Order details your Authorized Users, locations and other permissions and restrictions. Software licenses do not include updates (bug fixes, patches maintenance releases) or upgrades (releases or versions that include new features or additional functionality), unless you are on a multi-tenant solution or where you have purchased maintenance including such services. (c) Delivery. We deliver our Hosted Software by providing you with online access to it. Unlessset forth otherwise in an Order, when you access our Hosted Software, you are accepting it for use in accordance with the Agreement. (d) Content. You grant Clarivate permission to use, store and process your Content. Access and use of your Content by us, our employees and contractorsto the extent necessary to deliverthe Hosted Software, including training, research assistance, technical support and other services. We will not disclose your Content except to support the Hosted Software, unlessrequired by Applicable Laws(when we will use our reasonable efforts to provide notice to you). We may delete or disable your Content if required under Applicable Laws or where such Content violates the Agreement (and we will use our reasonable efforts to provide notice to you of such action). You may export your Content priorto termination or, where Content cannot be exported and is accessible by us, we may, at your cost and upon execution of an Order for such services, provide you with a copy of such Content. (e) Security. We will inform you in accordance with Applicable Laws if we become aware of any unauthorized third party access to your Content and will use reasonable efforts to remedy identified security vulnerabilities. Our Hosted Software is designed to protect your Content, however, unless set forth otherwise in your Order, you are responsible for maintaining backups of your Content. If your Content is lost or damaged due to our breach, we will assist you in restoring your Content to the Hosted Software from your last available back up copy.

6. Professional Services
(a) Definition. “Professional Services” means any professionalservices, including but not limited to implementation, customization, configuration, transition services, administrative services, consulting services, screening, search and analytics services, and watch services to be provided by Clarivate. (b) License. Unless otherwise set out in the Order, you will own the deliverablesset out in the Order, provided that (i) we retain all intellectual property rights in and to the Clarivate IP and you receive a license to use the Clarivate IP solely to the extent necessary to utilize the deliverables for your internal use; and (ii) if the deliverablesinclude any configurations or modificationsto our pre-existing products(including but not limited to implementation services and custom datasets) we retain all intellectual property rightsin and to such deliverables, and you receive a license to use them in the same way as you are licensed to use the relevant Product. You agree deliverables are deemed accepted upon delivery unless agreed otherwise in an Order.
(c) Changes. Either of us may make written (including email) requests to change any aspect of the Professional Services, provided that no change will take effect unless and until we have each signed a formal change order setting out the impact of the change and any consequential changes required to the Agreement. Neither of us will unreasonably withhold our agreement to a change.
(d) Access. Asrequired for Clarivate to perform the relevant Professional Services, you must provide reasonable accessto yoursites, equipment and systems and ensure the health and safety of our personnel on your premises and full cooperation from your qualified and experienced personnel as reasonably required. We will take reasonable steps to ensure that while on your site our personnel comply with reasonable security, health and safety and confidentiality requirements that are notified to Clarivate in advance.

7. APIs and Data Feeds
(a) Information Services. Where we make Licensed Information available to you via API or a data feed, the Information Service terms(Section 3 above) apply to the data you receive. You must ensure that the Licensed Information remains behind your firewall and is only accessible to your Authorized Users . If we deliver Licensed Information via a data feed, you are responsible for loading and maintaining Licensed Information in a timely manner into your data stores. If we make an API available to you, you may use our APIs to query the applicable Information Service and display Licensed Information to Authorized Users within your own technology systems. Clarivate Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 5 approved accreditations must remain visible at all times. (b) Software. Clarivate may make APIs available to you to configure our Hosted Software and Installed Software (collectively “Software”) or otherwise allow our Software to interoperate with third-party programs or services (“Client Configurations”). Such APIs may only be used with the associated Software and in accordance with the applicable Documentation and/or terms of use. We disclaim all liability for Client Configurations. (c) Keys.Our API and data feed keys must not be: (i)shared in any way; (ii) used for multiple interfaces; or (iii) used in any way that mimics any material functionality of any Products developed or marketed by Clarivate, or would reasonably be deemed competitive to any Products offered by Clarivate, our affiliates or third party providers. You must demonstrate interfaced systems if reasonably requested by us.

8. Charges
(a) Payment and taxes. You must pay our charges and reasonable expenses, together with any applicable taxes, without deduction within 30 days of the date of invoice, unless otherwise provided on your Order. Payment must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful interest rate (whichever islower) for late payment plus our reasonable collection costs, including attorneys’ fees. Our fees are exclusive of tax, and shall be paid by you free and clear of all deductions or withholdings provided, if you are required by law to deduct or withhold you will be responsible for paying to Clarivate such additional amount as will, after such deduction or withholding has been made, leave Clarivate with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. Invoice disputes must be notified in writing to Clarivate within 15 days. Once resolved, payment of disputed invoices will be due immediately. (b) Changes. We may change the chargesfor the Products with effect from the start of each renewal term by giving you at least 60 days’ written notice. If we believe your creditworthiness has deteriorated we may require full or partial payment before the continued performance of services. If you receive an electronic request to change our banking account number, you should contact our Treasury Department. (c) Increases in usage. If your Order includes limits on usage, you must pay additional chargesif you exceed those limits, based on the rates specified on the Order or our current standard pricing, whichever is greater. If you have enterprise wide or site wide access set out in your Order, our charges are established based on the size of your organization, anticipated number of users, site locations and population served as at the date of the Order, and if any one or a combination of these elements materially increases(e.g. if you acquire a new affiliate), we reserve the right to vary the charges.

9. Privacy
Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with the EU General Data Protection Regulation (EU GDPR), UK General Data Protection Regulation (UK GDPR), UK Data Protection Act 2018, and other applicable laws relating to the use of personal data relating to individuals ("Data Privacy Laws"), including without limitation any lawsrelating to individual rights and cross-border transfers. At all times, we will treat personal data in accordance with our Privacy Notice, which is incorporated by reference into these Terms. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any investigation, claim, allegation, action, suit, proceeding or litigation with respect to an alleged breach of Data Privacy Laws in relation to activities under the Agreement. Each of us will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the personal data. You may not, use personal data included in the Products(to the extentsuch data was not provided by you or collected by Clarivate on your behalf) to send bulk or mass emails or email blasts; to publish or distribute any advertising or promotional material; or to otherwise use such data in a manner that is prohibited by applicable law.

To the extent the sharing of personal data between us constitutes a cross-border data transfer as described in the applicable set of our cross-border data transfer clauses at https://clarivate.com/terms-of-business (in accordance with each party’s role under the Data Privacy Laws), each of us will comply with its obligations under the applicable set of clauses.

You may not, for any purpose whatsoever, process (nor allow to be processed) any personal data that is within the Products (to the extent such data was not provided by you or collected by Clarivate on your behalf) in any AI Technologies. You acknowledge that you are responsible for your own compliance with Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data. If we process personal data as a processor Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 6 on your behalf, the terms of the data processing addendum at https://clarivate.com/terms-of-business are hereby incorporated by reference. ‘Data controller’, ‘personal data’ and ‘process’ will have the meaning given in the EU GDPR or the data processing addendum, or standard contractual clauses where applicable.

10. Confidentiality
Each of us will (i) use industry standard administrative, physical and technical safeguards to protect the other’s confidential information; (ii) only use the confidential information of the other for purposesrelated to the performance of the Agreement (including our provision of the Products); and (ii) not disclose such confidential information to anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidential information of the other by statute or court order, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unlessthe court or government agency prohibits prior notification. Confidential information of each party includes any information marked as confidential, or which a reasonable person would consider as being confidential, including information relating to Clarivate IP (including how it is developed and any underlying models or databases) or pricing, butshall not include information that is or becomes public or known on a non-confidential basis other than through breach of any duty or obligation of confidentiality.

11. Audit
(a) Audit right. Without limiting Clarivate’s right to electronically monitor usage of the Products, we or our professional representatives may audit your compliance with the Agreement, on at least 10 business days’ notice and during normal business hours, provided that we will not audit more than once in 12 months, unless we reasonably believe you are in breach or we are required to by a third party provider. (b) Costs. If an audit reveals that you have breached the Agreement, you will pay (i) any underpaid charges; and (ii) the reasonable costs and expenses of undertaking the audit if you have underpaid the charges by more than 5% or if those costs are imposed on Clarivate by a third party provider.

12. Warranties and disclaimers
(a) LIMITED WARRANTY. WE WARRANT THAT (i) WE PROVIDE THE PRODUCTS USING COMMERCIALLY REASONABLE SKILL AND CARE; (ii) OUR INSTALLED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS DOCUMENTATION FOR 90 DAYS AFTER DELIVERY; AND (iii) OUR HOSTED SOFTWARE WILL SUBSTANTIALLY CONFORM TO IT’S THEN-CURRENT DOCUMENTATION. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR DELIVERY OF THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS,

THESE WARRANTIES AND ANY PRODUCT-SPECIFIC WARRANTIES THAT MAY BE INCLUDED IN YOUR ORDER ARE THE

EXCLUSIVE WARRANTIES FROM CLARIVATE AND WE DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND

UNDERTAKINGS,EXPRESS OR IMPLIED, INCLUDING OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. (b) SOFTWARE. IF WE CANNOT RECTIFY ANY VALID SOFTWARE WARRANTY CLAIM WITHIN A REASONABLE PERIOD YOU MAY CANCEL YOUR LICENSE OF THE AFFECTED SOFTWARE BY WRITTEN NOTICE TO US. WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES BASED ON A FIVE (5) YEAR STRAIGHT-LINE DEPRECIATION FROM THE EFFECTIVE DATE OF THE APPLICABLE ORDER FOR THE SOFTWARE. (c) PROFESSIONAL SERVICES. WE WILL RECTIFY PROFESSIONAL SERVICES IF YOU GIVE US WRITTEN NOTICE OF A VALID WARRANTY CLAIM WITHIN 30 DAYS OF DELIVERY. IF WE CANNOT RECTIFY ANY VALID WARRANTY CLAIM

WITHIN A REASONABLE PERIOD WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES

RELATED TO THE DEFECTIVE SERVICE AND WE MAY TERMINATE THE AFFECTED SERVICES BY WRITTEN NOTICE TO YOU.
(d) NO ADVICE. WE ARE PROVIDING THE PRODUCTS FOR INFORMATIONAL PURPOSES ONLY. WE ARE NOT

PROVIDING ANY ADVICE (LEGAL, MEDICAL, CLINICAL, FINANCIAL OR OTHERWISE) BY ALLOWING YOU TOACCESS AND USE THE PRODUCTS. YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF THE PRODUCTS. IF YOU

DESIRE ADVICE, WE ENCOURAGE YOU TO ENGAGE LEGAL, MEDICAL, CLINICAL OR FINANCIAL PROFESSIONALS TO HELP YOU INTERPRET THE PRODUCTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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Last updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 7

ACTION OR DAMAGES RESULTING FROM ANY DECISIONS YOU (OR ANY OTHER PARTY ACCESSING THE PRODUCTS THROUGH YOU) MAKE IN RELIANCE ON THE PRODUCTS. WE ARE NOT A LAW FIRM OR

PROFESSIONAL ADVISOR AND NO ATTORNEY/CLIENT, PHYSICIAN/PATIENT OR OTHER FIDUCIARY OR PROFESSIONAL RELATIONSHIP IS CREATED.
(e) THIRD PARTY MATERIALS. WE DO NOT ACCEPT ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR

CLAIMS ARISING FROM, THIRD PARTY TECHNOLOGY OR ANY THIRD PARTY MATERIALS ACCESSIBLE VIA LINKS IN THE PRODUCTS.

13. Liability
(a) Unlimited liabilities. Neither of us excludes or limitsliability for (i) fraud, (ii) death or personal injury caused by negligence, (iii) claimsfor payment or reimbursement or (iv) any other liability, including gross negligence, where not permitted to do so under Applicable Laws and nothing in the Agreement shall be interpreted to do so. (b) Excluded losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses, or anticipated savings.
(c) Limitation. The aggregate liability of each of us(and of any of Clarivate’sthird party providers) for all claims arising out of or in connection with the Agreement, including for breach of statutory duty, in tort or in negligence (collectively ‘Claims’), will not exceed the amount of any actual direct damages up to the amounts payable in the 12 months prior to the first incident under which liability arose (or where the claim arose in the first 12 months of the Agreement, the amounts that would have been payable in the first 12 months) for the Product that is the subject of the claim.
(d) Claims. You may not assign or transfer Claims and you must bring Claims within 12 months of arising. (e) No liability. We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s technology or network; (ii) your actions or inaction (other than proper use of the Product), such as failing to follow the usage instructions or adhering to the minimum recommended technical requirements; (iii) changes you make to the Products; (iv) your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems; (v) yourfailure to install updates we have provided to you; or (vi) other causes not attributable to us. If we learn that the Product failed because of one of these, we reserve the right to charge you for our work in investigating the failure at our then currently applicable rates. At your request we will assist you in resolving the failure at a fee to be agreed upon. (f) Third party intellectual property. If a third party sues you claiming that a Product as provided by Clarivate infringes their intellectual property rightsthen, provided your use of such Product has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by us, provided that you (i) promptly notify Clarivate in writing of the claim; (ii) supply information we reasonably request; and (iii) allow Clarivate to control the defense and settlement. We have no liability for Claims to the extent caused by items not provided by us. In relation to liability arising solely from one of our third party providers' data, software or other materials, our liability will be limited to the amount we recover from that third party supplier divided by the number of Claims by our customers, including you. (g) Mitigation. Each of usshall take reasonable steps to limit and mitigate any losses, liability, Claims or other costs it may incur under the Agreement and which it may seek to recover from the other, including under any reimbursement or indemnity. Further, in the event a Product infringes or may infringe a third party’sintellectual property rights we may, at our expense and option: (a) replace or modify the Product to make it non-infringing, while maintaining equivalent functionality; (b) procure the right for you to continue using the Product pursuant to this Agreement; or (c) terminate the Product and provide you a refund on a pro-rata basis. (h) Equitable relief. Each of us agrees that damages may not be a sufficient remedy for any misuse of the others intellectual property, confidential information or trade secrets, and each of us may seek equitable relief (including specific performance and injunctive relief) as a remedy for breach of the Agreement.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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14. Term, Termination
(a) Term. The term and any renewal terms for the Products are described in your Order. If either of us does not wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notice before the end of the then current term. (b) Suspension. We may on written notice suspend or limit your use of the Products or other Clarivate IP, or terminate the Agreement, (i) if required to do so by a third party provider, Applicable Laws, court or regulator; (ii) if you become or are reasonably likely to become insolvent or affiliated with one of our competitors; or (iii) if there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement (including payment); or a violation of third party rights or Applicable Laws. Our notice will specify the cause of the suspension or limitation and, as applicable, the actions you must take to reinstate the Product. If you do not take the actions or the cause cannot be remedied within 30 days, we may terminate the Agreement. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction. (c) Termination. We may terminate the Agreement, in whole or in part, in relation to a Product which is being discontinued, on 90 days’ written notice. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and (if capable of remedy) fails to cure the material breach within 30 days of being notified to do so. Unless we terminate for breach or insolvency, fees will be due for all Products provided through the termination date and any pre-paid charges will be refunded on a pro-rated basis for terminations in accordance with the Agreement. Transition assistance may be provided upon the execution of an Order for such services.
(d) Effect of termination. Except to the extent we have agreed otherwise, upon termination, all your licenses and usage rights granted end immediately and you must permanently uninstall, expunge, delete or destroy the Products and Clarivate IP (including any copies thereof) in your or any third party’s control or possession and, if requested, confirm this in writing. Termination of the Agreement will not (i) relieve you of your obligation to pay Clarivate any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.

15. Force majeure
Other than payment obligations, neither of usshall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as (but not limited to) acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.

16. Third party rights
Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other third parties have any rights or remedies under the Agreement.

17. General
(a) Assignment. You may not assign or transfer the Agreement to anyone else without our prior written consent. We will provide you with written notice if we assign or transfer the Agreement, in whole or in part, as part of our business reorganization, which we may do provided the Products will not be adversely affected. (b)Marketing. Each of us agrees not to use the other’s name or trademarks in connection with any advertising, marketing or other promotional efforts or materials without prior written approval. (c) Amendment. The Terms may only be amended by the mutual written agreement of both parties. (d) Enforceability. The Agreement will always be deemed modified to the minimum extent necessary for it to be enforceable, unless modification fundamentally changes the Agreement.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

EXHIBIT A
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Revised 07/09/2024 B30 – GL_CYBER

(e) Non-solicitation. Clarivate is an independent contractor. You must not directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or engagement any personnel of Clarivate during the term and for 12 monthsthereafter. Employment resulting from a general public advertisement orsearch engagement notspecifically targeted at the relevant personnel is not precluded.
(f) Performance. We may perform some or all of our obligations from any of our offices globally or through any of our affiliates or third parties. Such affiliates and third parties are obligated to confidentiality obligations and we remain responsible for their performance.
(g) Headings and summaries. Headings and summariesshall not affect the interpretation of the Agreement. (h) Waiver. Neither of us waives our rights or remedies by delay or inaction. (i) Governing law and jurisdiction. If a dispute arises related to this Agreement or an Order, Clarivate and you agree to meet to try and resolve it before commencing any legal proceedings. Should such resolution attempts fail, each of us agrees that any Claim arising out of or in connection with the Agreement (including its formation) is subject to the exclusive governing law and exclusive jurisdiction specified in the Order. BOTH

YOU AND CLARIVATE EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT. (j) Precedence. In the event of any conflict within the Agreement, the descending order of precedence is: the Order; the referenced documents (including any specific product/service terms); the remaining terms and conditions of this Agreement.
(k) Notices. Noticesfor Clarivate must be directed to [email protected]. Noticesfor you will be directed to the Client entity and addressidentified in the Order. Each of us may update our notice information upon prior written notice to the other.
(l) Insurance: Clarivate shall procure and maintain at its own expense during the term of this Agreement policies of insurance in the amounts and under the terms set forth in Exhibit A Insurance Requirements against claims and Liability that may arise from or in connection with this Agreement and performance of the Services. The parties acknowledge that such coverage is renewed on an annual basis. Accordingly, any changes to the types, limits, or terms of insurance requested by the City shall be subject to mutual written agreement at the time of policy renewal and shall only apply to the extent such changes are commercially reasonable and available to insurers.

SIGNATURE
Signed on behalf of Innovative Interfaces Incorporated Signed on behalf of Livermore Public Library Signature Signature \si1\
Print Name Print Name \na1\
Title Title \ti1\
Date Date \ds1\
Marianna Burch
City Manager
Tim McGee
VP, Sales Operations
Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813 7/21/2026 | 1:21 PM PDT
APPROVED AS TO FORM:
__________________
Deputy City Attorney
________________
Risk Analyst
APPROVED AS TO INSURANCE:

EXHIBIT A
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Revised 07/09/2024 B30 – GL_CYBER

EXHIBIT A

INSURANCE REQUIREMENTS
Minimum Scope and Limits of Insurance
Consultant/Contractor shall maintain limits of insurance:

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

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. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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primary and non-contributory and will not seek contribution from the City’s insurance or selfinsurance and shall be at least as broad as ISO Form CG 20 10 04 13 or equivalent. 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.

2. 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.

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.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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CLARIVATE  | PRODUCT / SERVICE TERMS PAGE 1

PRODUCT / SERVICE TERMS
These Product/Service Terms apply to certain Products that you access through our platform(s), website(s) or are otherwise identified in your order form, statement of work or other ordering document (collectively “Order”) and supplement the Clarivate Terms which apply to all of our products. If you have ordered or are accessing a product that is not listed below, then these Product/Service Terms not apply to your order. “We”, “our” and “Clarivate” means the Clarivate entity identified in the order form; “you” and “your” means the Client entity identified in the order form. Any other terms not defined in these Product/Service terms have the meaning given to them in the Clarivate Terms.

Innovative
Innovative Subscription and Perpetual Software subscriptions (ex: Polaris, Sierra, Millennium, Virtua, INNReach)

1. License. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement. The license does not include hosting services, which must be purchased separately.

2. Copies. Non-production use includes training, development, testing, quality assurance, staging or preproduction provided that the copies of the Software are not used in a production environment or as a backup to production The license includes the right to use a single production instance and up to two (2) additional copies for nonproduction use at no additional charge.

3. New Releases. The license granted to you pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software offered generally by Clarivate to its clients during the term of your subscription or maintenance (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Clarivate, each of which require a separate license and payment of additional license fees.

Additional fees may be required for implementation of New Releases.

4. Authorized Users. For clarity, your patrons do not fall within the number of Authorized Users on your Order Form.

5. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

6. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

7. Modules. Your purchase and use of additional modules, tools or other applications from us with the Software are subject to the same terms as the Software.

Innovative SAAS subscriptions (ex: Vega, Innovative Mobile, Innovative Phone Alerts)

1. License. We will provide you with subscription access via a website to our Integrated Library System solution known as “Vega”. Client and, where applicable, its Authorized Users may access and use Vega (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement.

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CLARIVATE  | PRODUCT / SERVICE TERMS PAGE 2

2. New Releases. The license granted to you pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software offered generally by Clarivate to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Clarivate, each of which require a separate license and payment of additional license fees. Additional fees may be required for implementation of New Releases.

3. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

4. Authorized Users. For clarity, your patrons do not fall within the number of Authorized Users on your Order Form.

5. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

Last updated: December 2022 (Version 3.5)
Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 1 Software Support, Service Availability and
Maintenance
This document outlines our Software support, maintenance and service availability for the following products (“Covered Products”):

Innovative Subscription and Perpetual Software subscriptions (ex: Polaris, Sierra, Millennium, Virtua, INNReach) Support
Requesting support. Support includes issue analysis, support case management, prioritization of issues, tracking and investigation of issues and explanation of error messages. You must provide us with the information we need to resolve your problem. This includes relevant contact information, details about the problem, error messages, user IDs, and any other necessary information. If you have problems using our software, your designated administrators can contact us during normal hours. Your administrator will be provided an internal portal to report issues and review their status.

Response. We will use commercially reasonable efforts to meet the service level objectives stated below. Target response times to confirm receipt and begin troubleshoot and diagnosis of the problem are below. Resolution times cannot be guaranteed, although we undertake every effort to resolve your issues as soon as possible.

Priority Response Criteria
Severity 1 1 Business hour A major component of the software is in a non-responsive state and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down
Severity 2 4 Business hours Any component failure or loss of functionality not covered in Severity 1 that is hindering operations, such as, but not limited to: excessively slow response time, functionality degradation; error messages; backup problems; or issues affecting the use of the module or the data Severity 3 2 Business Days An issue (other than a Severity 1 or 2) which (a) has no direct and material impact on business processes, (b) has an impact only on a segment of users, or (c) does not yet disrupt time-critical business processes.

Severity 4 as promptly as is
reasonably practical
Non-performance related incidents, including: general questions, requests for information, documentation questions, enhancement requests. These will be logged but no immediate action will be taken.

We will generally monitor the situation but will not be obliged to provide any solution.

Escalation Path. If you do not receive a response within the timeframe designated above, please reach out to your Account Manager.

Hosting Services
The following terms apply to the extent you have purchased hosting services from Clarivate for one or more of the Covered Products.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 2 Service availability
We endeavor to ensure 99.9% availability of our software and make commercially reasonable efforts to schedule maintenance and system upgrades during the weekends or outside regular business hours (i.e. after regular end of business Pacific Time and before start of business Eastern Time) with reasonable notice. Availability is calculated by dividing the number of minutes the software was available during the Measured Period by the total sum of the minutes in the Measured Period less any Excluded Downtime.

For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded Downtime includes scheduled downtime for system maintenance and release updates, as well as any service unavailability attributable to your breach, any actions or omissions by you or your users, causes beyond our control, or separate instances of unavailability of less than 5 (five) minutes duration each, provided such instances are not of a persistent nature.

If availability falls below 99.9% in a month for three consecutive months, you will be entitled to a credit equal to the prorated amount of the fees for hosting services for any time during such three-month period in which the software was unavailable (other than Excluded Downtime). This credit will be your exclusive remedy for such unavailability.

Security Controls
We take reasonable and appropriate administrative, technical and physical measures to protect the confidentiality, integrity and availability of your data; however, security and compliance is a shared responsibility between you and Clarivate. Our responsibilities are described below. You should take into consideration any special configurations or third-party applications and your responsibilities depending on any applicable laws and regulations.

The table below sets forth the features of our standard cloud-based hosting option. Premium support may be available for an additional cost.

Feature Standard
24x7 network monitoring ✓
Dedicated production environment ✓

99.9% guaranteed infrastructure uptime ✓
Dedicated public IP address and custom URL ✓
Operating system installation and management ✓
Library software installation and upgrades ✓
Data backups Daily
Archive data backup retention 30 days
Network Systems Audit Logging. All firewall logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services provided by Innovative and those pertinent log files and configuration files are retained for ninety (90) days and can be made available upon request for audit and problem resolution, as may be required.

Network Monitoring. All network systems and servers are monitored 24/7/365. We will monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized changes to its system or network, system or network misuse or program information theft or mishandling). Innovative will notify Client as soon as reasonably possible of any known security breaches or suspicious activities involving Client’s production data or environment, including, without limitation, unauthorized access and service attacks, e.g., denial of service attacks.

Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 3 Audit and Security Testing. Hosting Providers perform regular security audits and testing. You may not perform own audits of hosting providers.

Information Security Auditing/Compliance. Our hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Clarivate reserves the right to increase, decrease and/or relocate its datacenters at anytime.

Disclaimer
Support services do not include visits to your site, any services for third party equipment or software, problems stemming from a change you made to the software, or consulting services related to client specific configurations or implementation (such as interactions between the software and your hardware, installations at your site, assistance with acceptance testing, client specific templates or reports, etc). We have no obligation to correct any error resulting from a failure by you to implement a third-party software modification or update recommended by us and provided to you at no charge.

We are not responsible for downtime or any other failure to meet the availability requirement if the root cause of the disruption is (i) your breach of the agreement; (ii) your failure to use minimum recommended browser standards for access to and use of the software; or (iii) outside of our control including, but not limited to, failures of hardware or software of upstream service providers or at your location or improper use of the software. Any additional services which you may request and we may agree to perform will be billed on a time and materials basis subject to our current applicable rates.

Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.

Last Updated: December 2022 (version 1.0)
Docusign Envelope ID: 81364F40-3581-83B4-80AA-8D0F92F77813

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CITY COUNCIL STAFF REPORT ITEM NO. 6.12
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Resolution authorizing the City Manager to execute a lease agreement with Konica Minolta Business Solutions U.S.A., Inc. through Region 4 Education Service Center/OMNIA Partners in an amount not to exceed $400,000 to provide citywide printer replacement and related services with a term ending August 4, 2031.

RECOMMENDED ACTION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a lease agreement with Konica Minolta Business Solutions U.S.A., Inc. through Region 4 Education Service Center/OMNIA Partners in an amount not to exceed $400,000 for citywide printer replacement and related services with a term ending August 4, 2031.

SUMMARY
The City of Livermore currently operates printers, multifunction devices, desktop printers, and public-use printing equipment across multiple City facilities. The existing printer environment includes a mix of equipment from different manufacturers and service arrangements, which creates operational inefficiencies, inconsistent support, and ongoing maintenance coordination.

Staff is recommending approval of a five-year lease agreement with Konica Minolta Business Solutions U.S.A. The proposed lease agreement is more economical than purchasing the equipment outright because it allows the City to modernize its printer fleet without a large upfront capital purchase The work will be completed through phased implementations.

The first phase will replace City printers across City facilities and is expected to be completed within approximately 30 days following contract execution. The second & third portion of the implementation will include desktop printers and public-facing printer upgrades at library locations. The timing of the second & third portion will be coordinated with the Information Technology Division’s schedule and is expected to begin immediately after completion of the first phase.

DISCUSSION
The City relies on printers and multifunction devices to support administrative operations, public service 337
delivery, records processing, internal workflows, and public access services. Over time, the City’s printer environment has become decentralized, with equipment that varies by department, location, age, functionality, and service need.

Maintaining multiple types of printers and service arrangements has created inefficiencies for City staff.

These include inconsistent service response, increased coordination for maintenance and supplies, and challenges associated with supporting aging equipment. The proposed agreement provides a citywide approach to replacing and standardizing printers and related equipment.

The agreement with Konica Minolta Business Solutions U.S.A., Inc. incorporates the terms and conditions of the Region 4 Education Service Center/OMNIA Partners Contract No. R241202 for Digital Workspace Solutions. The agreement identifies Konica Minolta as the provider of multifunctional devices, printers, related hardware, software, professional services, and maintenance services.

Although the City is using a cooperative purchasing agreement, staff completed additional due diligence by obtaining and reviewing quotations from Xerox and UBEO, the City’s current vendor. Based on this review, Konica Minolta provided the most competitive proposal and the best overall value for the City.

The agreement will be implemented in phases.

Phase 1 – Citywide printer replacement
The first phase of the project will include the replacement of printers and multifunction devices across City facilities. This phase is expected to be completed within 30 days following contract execution. The goal is to standardize the City's printing environment, reduce reliance on aging equipment, and improve service reliability across departments. The fee schedule included in Exhibit B to the Agreement, attached hereto as Exhibit A, identifies the Phase 1 devices to be installed at multiple City facilities, including City Hall, the Police Department, Library facilities, Maintenance Building, Water Reclamation Plant, and the Airport.

Phase 2 & 3 – Desktop printers and library public-use printers The second portion of the implementation will include replacement of desktop printers and public-facing printer upgrades at library locations. The timing will be coordinated with the Information Technology Division’s schedule and is expected to begin immediately after Phase 1 is completed.

The fee schedule included in Exhibit B to the Agreement, attached hereto as Exhibit A, identifies the desktop/fax printer replacements and library replacement/upgrade devices.

Service, Supplies, and Support
The agreement includes delivery, installation, configuration, integration into the City’s network, device relocation, equipment changes, and removal of devices. It also includes routine, remedial, and preventive maintenance, as well as remedial parts. Service is provided during normal business hours, Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding holidays observed by Konica Minolta.

The agreement also includes an inclusive service structure for supplies. Konica Minolta will provide necessary supplies for normal operation of covered devices, including toner, staples, parts, rollers, drums, developer, and waste tanks, as applicable. Routine delivery of covered supplies will be provided at no additional charge to the City.
338
A key operational benefit of the proposed solution is secure print functionality. Under this feature, print jobs sent to the queue will not print until the employee scans their City badge at the printer. This helps reduce the risk of confidential documents being left unattended and allows employees to retrieve print jobs from compatible devices throughout the City. The agreement also includes hard drive security options for device removal, including real-time hard drive encryption, disk overwrite, user mailbox data deletion, hard drive lock, administrative password controls, data cleansing, and hard drive retention options depending on device model and configuration.

Konica Minolta has also identified its service response time as a key benefit of the proposed agreement.

When issues can be resolved remotely, Konica Minolta will Initiate remote diagnostics and troubleshooting to minimize downtime. If the issue cannot be resolved remotely, a technician will be dispatched to the affected location within 2 hours of receiving the service ticket. This response commitment is intended to ensure operational continuity across city facilities and reduce disruptions to departmental workflows.

The Agreement improve cybersecurity and operational resilience by transitioning the city to a centralized, cloud-based print server environment. This reduces reliance on decentralized printer setups, lower cybersecurity exposure, and strengthens continuity in the event of network or server issues. The centralized system also supports secure print functionality, which is especially critical for departments handling confidential or CJIS sensitive documents, such as the Police Department and City Attorney's office. Overall, this upgrade modernizes internal systems, enhances security, and supports responsible use of public resources.

FISCAL AND ADMINISTRATIVE IMPACTS
The total agreement amount shall not exceed $400,000 over the five-year term. Funding is available through the Information Technology fund (F720).

The $400,000 not-to-exceed amount includes equipment, maintenance, service, supplies, installation, delivery, toner, and all work associated with the phased implementation.

The lease structure is more economical than purchasing the equipment outright because it avoids a large upfront capital expenditure and provides a predictable cost model over the five-year term. The agreement is also expected to improve administrative efficiency by consolidating printer replacement, maintenance, supplies, service response, and support under one provider.

COMUNITY 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 - Konika Minolta Business Solutions USA, Inc Agreement 339
Prepared by: Khaled Sawan
Purchasing/Contract Supervisor
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
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1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A LEASE

AGREEMENT WITH KONICA MINOLTA BUSINESS SOLUTIONS
U.S.A., INC. THROUGH REGION 4 EDUCATION SERVICE

CENTER/OMNIA PARTNERS TO PROVIDE CITYWIDE PRINTER
REPLACEMENT AND RELATED SERVICES IN AN AMOUNT NOT-TOEXCEED $400,000 WITH A TERM ENDING AUGUST 3, 2031 The City of Livermore (City) relies on printers, multifunction devices, desktop printers, and public-facing printing equipment to support City operations, public services, records management, and administrative functions. Over time, the City's printing environment has become decentralized, resulting in multiple device types, service arrangements, and server connections that create operational inefficiencies, increase maintenance coordination, and present cybersecurity concerns.

During the past two years, the City has expended more than $240,000 to operate and maintain its existing printer environment, while several devices have reached the end of their useful life and require replacement. City staff determined that leasing replacement equipment is more cost-effective and fiscally responsible than purchasing equipment outright because it avoids significant upfront capital costs, provides predictable ongoing expenses, and includes maintenance, repairs, supplies, and technology refreshes.

Konica Minolta Business Solutions U.S.A., Inc. (Konica) provides multifunction devices, printers, related hardware and software, professional services, maintenance, and digital workspace solutions. Although the City is utilizing a cooperative purchasing agreement, City staff conducted additional due diligence by obtaining and evaluating proposals from Xerox and the City's current vendor, UBEO, and determined that Konica provides the most competitive proposal and best overall value.

This agreement with Konica, in an amount not-to-exceed $400,000 includes delivery, installation, configuration, network integration, maintenance, supplies, toner, taxes, equipment removal and return, and related support services. The new solution will modernize the City's printing environment by centralizing print management in a cloudbased platform, reducing reliance on multiple print servers, improving operational efficiency, strengthening cybersecurity protections, and providing secure print functionality that requires employee badge authentication before documents are released. These enhancements are particularly important for departments handling confidential or sensitive information, including the Police Department and City Attorney's Office, and support Criminal Justice Information Services (CJIS) compliance considerations. The agreement will be implemented in two phases. Phase 1 will replace printers and multifunction devices throughout City facilities within approximately 30 days following contract commencement. Phase 2 will replace desktop printers and upgrade public-facing printers at City library locations in accordance with the Information Technology Division's implementation schedule.
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2 RESOLUTION NO. ________
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby:

1. Authorizes the City Manager to execute a five-year lease agreement with Konica Minolta Business Solutions U.S.A., Inc., attached hereto as Exhibit A, in an amount not-to-exceed $400,000 for citywide printer replacement and related services.

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales
Helena Graves Daniel Gonzales
Acting City Clerk Deputy City Attorney
Exhibit A - Konica Minolta Business Solutions U.S.A., Inc. Agreement 342
Professional Services Agreement Page 1
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this __B day of BBBBBBBBB, 2026 (“Effective Date”), by and between the City of Livermore (“City”), a municipal corporation, and Konica Minolta Business Solutions U.S.A., Inc. (“Consultant”), a New York corporation.

RECITALS
Consultant is a North America technology company that offers a comprehensive portfolio of products, services and solutions to clients; and This Agreement incorporates, by reference, the terms and conditions of the Region 4 Education Service Center Contract #R241202 for Digital Workspace Solutions with Consultant, effective June 1, 2025 (the “Region 4 ESC/OMNIA Contract”); and City has chosen Consultant to be its supplier for: (i) multifunctional devices, printers and other information technology hardware, peripherals, accessories and options supplied or serviced by Consultant (“Devices”); (ii) programs, procedures and related documentation associated with a computer system (“Software”, together with Devices, collectively, “Products”); and (iii) professional and maintenance services provided by Consultant as further described in Exhibit A (“Services”).

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

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

2. Relationship of Parties – Independent Contractors.
(a) The relationship of the parties shall be that of independent contractors.

Consultant is and shall at all times remain as to City a wholly independent contractor during the term of this Agreement.
(b) Consultant and its personnel performing the Services on behalf of Consultant are not City officers or employees. Consultant’s personnel shall at all times be under Consultant’s exclusive direction, control, supervision, and management.

Consultant, at its own cost and expense, is responsible for all workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the Services by Consultant’s personnel.

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(c) Consultant and its personnel providing the Services shall not qualify for or become entitled to, and hereby waive any claims to, any compensation, benefit, or any incident in employment by City, including but not limited to enrollment in the California Public Employees Retirement System (PERS) as an employee of City and any entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
(d) Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, and shall have no authority, express or implied, to bind City to any obligation whatsoever.

3. Description of Products and Services. Consultant shall provide the Products and Services described in the recitals and more particularly set forth in Exhibit A, for the purposes of this Agreement.

4. Consultant’s Responsibilities. Consultant, at its own cost and expense, shall:
(a) Sell the Products offered hereunder and coordinate the performance of Services with Khaled Sawan, Purchasing Supervisor (“Project Manager”), or such other person designated as the Project Manager by City;
(b) At all times faithfully, competently, and diligently perform the Services to the best of its ability, experience, and talent in a courteous manner using commercially reasonable efforts when performing the Services required hereunder. For the purposes of this Agreement the phrase “commercially reasonable efforts” means that the Consultant must act in good faith and take actions that a reasonable person in a similar business would;
(c) Provide the resources and assign competent Consultant personnel necessary to complete the Services in a timely manner;
(d) Immediately remove and replace, without any cost to City, any member of Consultant’s personnel providing the Services to City, in its sole discretion and at any time during this Agreement, directs Consultant to remove and replace, and City agrees to advise Consultant of the reason for the direction for the removal and replacement; (e) Provide all facilities, goods, materials, and equipment that may be necessary for Consultant’s personnel to provide the Services. City may furnish physical facilities such as desks, filing cabinets, and conference space that may be reasonably necessary for Consultant’s use for the Services, but in no event shall City be required to furnish any facilities that involve incurring a direct expense such as computer, software, long-distance telephone or other communication charges, vehicles, or document reproduction facilities;
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(f) Obtain and keep in effect during the term of this Agreement all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services, including obtaining a business license from the City of Livermore, and keep them all in effect for the term of this Agreement;
(g) Obtain and complete the appropriate City forms for the City to pay Consultant electronically via the Automated Clearing House (ACH). Those forms may be obtained by email at [email protected] or by calling Accounts Payable staff at (925) 960-4345. If Consultant opts-out of electronic payment, it must likewise complete the appropriate City forms that can be obtained from those same sources for payment by check. The authority granted by those forms will remain in force and effect until the City receives written notification of changes, which changes shall not take effect for at least ten business days to afford City a reasonable opportunity to act; (h) Provide City with a complete Request for Taxpayer Identification Number and Certification Form W-9 using the form most recently issued by the Internal Revenue Service;
(i) Comply with all applicable state and federal laws, as well as Alameda County and City of Livermore ordinances, regulations, and adopted codes, when providing the Services;
(j) Only invoice City for the Products delivered and Services rendered.

Consultant’s invoice shall be in writing and describe the Products delivered and Services performed for the payment requested, and if requested by the Project Manager, Consultant shall certify the correctness of any invoice or invoices for Products and Services provided. Consultant shall not submit an invoice to City more frequently than once a calendar month;
(k) Keep and maintain invoices and records directly related to the Products and Services provided hereunder in an organized manner. At a minimum, the records must be kept for at least three years from the date of City’s final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Products and Services invoiced for payment. Consultant shall make the invoices and records promptly available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours.

Consultant shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants to take possession, then Consultant and City shall coordinate delivery of the invoices and records to City in a reasonable manner;
(l) Be available to the Project Manager, City staff, and other parties referred to Consultant by the Project Manager to answer questions or inquiries related to the Products, Services or invoices;
Docusign Envelope ID: 825AA291-817E-8351-8066-988087204E3B

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(m) Prepare and submit a written report to the Project Manager, within three business days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;
(n) Comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA, when providing the Services; and,
(o) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages.

5. Term. The term of this Agreement commences on August 3, 2026, and terminates upon the completion of the Services or August 3, 2031, whichever occurs first.

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

7. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Products and Services SHALL NOT EXCEED the sum of $400,000.00 ("not-to-exceed amount"), unless otherwise agreed to in an Amendment signed by a duly authorized representative of each party.
(b) City shall compensate Consultant for the Products delivered and Services rendered at the prices and/or hourly rates or task amounts set forth in Exhibit B, and shall reimburse Consultant for travel expenses and other costs that are identified in Exhibit B, up to the not-to-exceed amount and subject to Section 7(a) above.

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(c) Consultant and City acknowledge that compensation paid by City to Consultant pursuant to this Agreement is based upon Consultant’s estimated costs to provide the Services, including the salaries and benefits paid by Consultant to its personnel. Consequently, Consultant and City further agree that compensation paid by City to Consultant is intended to include the costs of contributions to any pensions or annuities, or both, to which Consultant and its personnel may be eligible, and that City has no responsibility for contributions beyond the compensation paid to Consultant under this Agreement. As provided this Agreement, the hourly rates, task amounts and reimbursement for specified travel expenses and costs in the Fee Schedule are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services, including all taxes Consultant is required to pay. (d) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested. If City fails to make any payment when due, Consultant may: (i) refuse to continue to provide Services or additional Products and may enter City’s premises to recover any property or Products owned by Consultant; (ii) convert the payment terms of this Agreement into a time, travel and material basis, with or without notice to City, and proceed to furnish Service on a time, travel and material basis; and/or (iii) offset the amounts City owes Consultant against any amounts Consultant may owe City under any other agreement. If City fails to make any payment when due pursuant to this Agreement, City will be liable for any collection costs incurred by Consultant along with a service charge of one and one-half percent (1.5%) per month of the total amount due or the maximum interest rate permitted by law, whichever is less. Title to Products shall remain in the name of Consultant until full payment has been received. (e) City shall pay Consultant via the Automated Clearing House or as otherwise instructed by Consultant pursuant to Section 4(g) above. The use of an eProcurement solution, credit card, procurement card or similar payment device may incur additional fees.

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

9. Intellectual Property, Copyright, and Right of Use. This Agreement does not involve “works made for hire”. Title to any and all of Consultant’s property, tangible and intangible, shall remain with Consultant.

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10. Warranty Disclaimer. CONSULTANT WARRANTS THAT DEVICES MANUFACTURED BY KONICA MINOLTA, INC. OR ONE OF ITS AFFILIATES SHALL

PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS PUBLISHED BY CONSULTANT (AVAILABLE ON CONSULTANT’S WEBSITE AND AVAILABLE UPON REQUEST). CONSULTANT WARRANTS THAT THE SERVICES WILL BE

PERFORMED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH GENERALLY APPLICABLE INDUSTRY STANDARDS. CONSULTANT MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT

NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT OR THE LIKE. CONSULTANT’S SOLE LIABILITY (AND CITY’S EXCLUSIVE REMEDY) FOR

ANY WARRANTY CLAIM SHALL BE FOR CONSULTANT TO REPAIR OR REPLACE A

DEFECTIVE DEVICE OR RE-PERFORM ANY DEFICIENT SERVICES, OR, IF

CONSULTANT IS UNABLE TO REMEDY SUCH DEFECT OR DEFICIENCY WITHIN THIRTY (30) DAYS, TO VOID THE INVOICE FOR THE DEFECTIVE DEVICE OR DEFICIENT SERVICES. CONSULTANT SHALL HAVE NO OBLIGATION WITH

RESPECT TO A WARRANTY CLAIM (I) IF NOTIFIED OF SUCH CLAIM MORE THAN THIRTY (30) DAYS AFTER DELIVERY OF THE DEFECTIVE DEVICE OR

PERFORMANCE OF THE DEFICIENT SERVICES OR (II) IF THE CLAIM IS THE

RESULT OF THE USE OF ANY THIRD PARTY DEVICE OR SOFTWARE, OR THE ACTIONS OF CITY OR A THIRD PARTY. CITY HAS SELECTED ALL DEVICES AND

SERVICES BASED ON ITS OWN JUDGMENT AND DISCLAIMS ANY RELIANCE ON ANY STATEMENTS OR REPRESENTATIONS MADE BY CONSULTANT.

CONSULTANT IS PROVIDING THE DEVICES TO CITY “AS-IS”.

11. Limit of Liability. THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS

TO SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE

DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION

OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS

OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN CONTRACT,

WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR

STRICT LIABILITY UP TO THE NOT TO EXCEED AMOUNT OF THIS AGREEMENT, OR $400,000, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CITY’S PAYMENT OBLIGATIONS, THE

AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT OR ANY

STATEMENT OF WORK OR ORDER SHALL NOT EXCEED THE TOTAL PAYMENTS MADE BY THE CITY TO CONSULTANT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

12. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s personnel who require access to the information to provide the Products and perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are returned to City or confirmed destroyed in a manner satisfactory to City.

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13. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel reasonably acceptable to City, City and its elected and appointed officials, officers, directors, employees, agents, and designated volunteers (collectively “Indemnified Parties”) from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively “Liability”) of every nature arising out of or in connection with third party claims against the Indemnified Parties, to the extent proximately caused by the Consultant’s negligent performance of the Services, or in connection with Consultant’s willful failure to comply with any of its obligations contained in this Agreement, except to the extent such Liability was caused by the negligence or willful misconduct of the Indemnified Parties.

Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by City. Consultant’s obligations to defend, indemnify, and hold harmless the Indemnified Parties are expressly conditioned on the City providing Consultant prompt written notice of the Claim; granting Consultant control of the defense of the Claim, provided that counsel selected by Consultant must be reasonably acceptable to City and City shall have the right to participate in the defense of the Claim with its own counsel at its own expense; and cooperating with Consultant in the defense of any Claim at Consultant’s expense. Consultant shall not be relieved of its defense, indemnity, and hold harmless obligations herein for City’s failure to comply with such requirements, except to the extent that Consultant has been prejudiced by City’s actions or inactions. For purposes of this section, “Claim” means a claim submitted to City pursuant to the California Government Claims Act, a lawsuit, or other action, whether formal or informal, brought against City.
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14. Insurance. Without limiting Consultant’s indemnification of the Indemnified Parties, Consultant shall procure and maintain at its own expense during the term of this Agreement policies of insurance in the amounts and under the terms set forth in Exhibit C against claims and Liability that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

15. Force Majeure. Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to make payment) to the extent that such party was hindered in its performance by any act of God, labor dispute or any other occurrence beyond its reasonable control.

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

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

18. Conflict of Interest. Consultant represents that no City employee or official has a financial interest in Consultant. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Consultant represents that it has not performed any work for that private party during the twelve-month period prior to the execution of this Agreement, and that it shall not negotiate, offer, or accept any contract for services from that party during the term of this Agreement.

19. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code implementing the California Political Reform Act, and shall prepare and file an economic disclosure statement if the Services involve making, or participation in making, governmental decisions or financial decisions by City that may have a material effect on Consultant’s financial interests as determined by the City Attorney’s Office.

While it is Consultant’s sole responsibility to evaluate its conflicts of interest, Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

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20. Levine Act Compliance. California Government Code section 84308 (Levine Act) prohibits City officers from participating in any action related to a contract, license, permit, or entitlement if the officer receives political contributions from a party, or participant, or agent thereof, that totals more than $500 within the twelve months preceding the decision or within the twelve months following the date of the final decision.

Consultant shall review and complete as necessary the City’s California Levine Act Disclosure Statement that can be obtained from the City Clerk.

21. Use of Recycled Products. If fitness and quality are equal, then Consultant shall utilize recycled products consistent with the City’s Environmentally Preferrable Purchasing and Practices Policy, and as defined in California Public Contract Code Section 12200 for the Services, instead of nonrecycled products whenever recycled products are available at the same or a lesser cost than nonrecycled items. Information on recycled materials can be found here:
x Sustainable Purchasing | StopWaste - Home, Work, School x Reducing Waste at Work | StopWaste - Home, Work, School x Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing | US EPA

22. Non-Exclusive Agreement. This Agreement is non-exclusive. City reserves the right to provide, and to retain other qualified consultants to provide, services that are the same or similar to the Services.

23. Business Entity Status. Consultant is responsible for filling all required documents and forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, as well as the California Business and Professions Code and any other state statute, to the extent such requirements apply to Consultant to provide the Services. By entering into this Agreement, Consultant represents that it is: authorized to do business in California; in good standing with the California Secretary of State; and, in good standing with all agencies having jurisdiction over Consultant, including any licensing agencies. If Consultant is a suspended entity at the time it enters into this Agreement, City may take steps to void this Agreement.

24. Authority to Execute Agreement. Consultant has taken all necessary action to authorize the execution of this Agreement, and expressly represents that the person signing this Agreement on behalf of Consultant has received and accepted the authority to sign and execute this Agreement on behalf of Consultant. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms, which authorization is ratified and confirmed upon Consultant’s acceptance of the first compensation payment by City.

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25. No Subcontracting and No Assignment. Consultant’s unique personal competence, experience, specialized personal knowledge, and professional reputation were a substantial inducement to City for the award of this Agreement to Consultant, therefore no part of the Services may be assigned or subcontracted without City’s prior written consent. For the purposes of this section, a change of fifty percent or more in the ownership or control of Consultant constitutes an assignment.

26. Work Eligibility. Consultant warrants that only personnel authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be provided by Consultant for the performance of the Services.

27. Non-Discrimination. In performance of the Services, Consultant agrees that it will not engage in discrimination in employment of persons because of such person’s race, color, religion, sex/gender, gender identity/expression, sexual orientation, marital status, medical condition, military or veteran status, national origin, ancestry, disability, genetic information, age, or any protected classification when providing the Services. Consultant further agrees to comply with all provisions of Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race, color, or national origin in all programs or activities receiving federal financial assistance. Consultant further assures that it will take necessary actions to ensure compliance with these requirements in the performance of this Agreement.

28. Construction of Language.
(a) The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of any conflict between the terms of the Region 4 ESC/OMNIA Contract, the language in the body of this Agreement and any exhibit hereto, the order of precedence shall be: (1) the terms of the Region 4 ESC/OMNIA Contract shall control, then (2) the exhibits shall control, and then (3) this Agreement shall control. In the event of a conflict between the terms of this Agreement and any End User License Agreement with a party other than Consultant, the terms of that End User License Agreement shall control but only with regard to that third party. (b) For the purposes of this Agreement, the terms “writing” and “written” includes electronic documents and communication via email, but not when those terms are used in Sections 6, 14, 25, and Sections 28 through 31 for notices, consent, or modifications. For the notices, consent, and modifications in Sections 6, 14, 25, and Sections 28 through 31, the terms “writing” and “written” means either a physically tangible document or an electronic document that satisfies the requirements in Livermore Municipal Code Section 2.64 Electronic Signatures.

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

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

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

TO CITY: Attention: Khaled Sawan/Purchasing Supervisor
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
Email: [email protected]
[email protected]
[email protected]
[email protected]
TO CONSULTANT: Konica Minolta Business Solutions U.S.A., Inc. 101 Williams Drive
Ramsey, New Jersey 07446
Attention: Contract Administration
Email: [email protected]
[email protected]

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

32. 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.

33. Survival. The terms, conditions, and obligations in Sections 2, 8 through 13, 25, 31, and 32 through 34 shall survive the completion or termination of this Agreement.

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34. Jurisdiction and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, claim, or legal action of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda or in the United States District Court for the Northern District of California.

35. Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications and to utilize electronic signatures in lieu of using paper documents pursuant to Livermore Municipal Code section 2.64 Electronic Signatures and all other applicable laws. You are not required to sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time.

36. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
**************************************************************************************************** Signatures and Exhibit List on the Next Page
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In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date set forth in the first paragraph of this Agreement, which is the date that this Agreement was signed on behalf of City after it was signed by Consultant.

CONSULTANT: Dated:
____________________________ ___________________________ Salvatore Errigo
President & CEO
CONSULTANT: Dated:
____________________________ ___________________________ Stephen F. Herbes
SVP, General Counsel & Secretary
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna A. Burch
City Manager
APPROVED AS TO FORM:
___________________________
Deputy/Assistant/Senior Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
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Exhibits:

Exhibit A – Scope Of Work / Description of Services
Exhibit B – Fee Schedule
Exhibit C – Insurance Requirements

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EXHIBIT A
Scope Of Work / Description Of Services

CONSULT- IMPLEMENT- MANAGE
Consultant can enable City to improve its document production and print-fleet management structure in a three-phase process: Consult, Implement and Manage. To provide City the full benefit of Consultant’s Service offerings, City agrees to allow Consultant remote access to its information technology environment as part of the Service engagement. The extent of this access will be commensurate with the Services offered and will be as agreed to by the parties.

DELIVERY, INSTALLATION, REMOVAL AND RETURNS

1. Devices will be delivered free of charge except for production print Devices and Devices delivered more than fifty (50) miles away from the nearest Consultant or affiliate location. Ancillary Services such as “IMACD” are subject to separate fees and may be contracted by the parties at the prices listed in Exhibit B or as agreed to by City and the Consultant entity or affiliate in the respective country outside of the United States. x Install (installation, configuration and integration of Device into City’s network); x Move (relocation of Device, i.e. disassembly, transportation, re-assembly) x Add (addition or installation of external hardware to any Device) x Change (modification of Device configuration after install) x Dispose (de-installation and removal of Device)

DEVICE SERVICE

2. Consultant will provide appropriately trained and qualified technical staff to perform all routine and preventative maintenance and repair Services for City. This Service obligation applies to a Device that is covered by a Service contract under this Agreement and starts when the Device is installed at City’s location.

3. Any preventative or scheduled maintenance activities will be performed at a time scheduled with the City. Consultant may perform preventative maintenance in conjunction with an emergency Service call.

4. Consultant reserves the right to replace a Device, at no additional cost to City, with a comparable unit when repair of the original Device is not practical or economically feasible.

5. City shall ensure that a Device is placed in a location that meets manufacturer’s requirements (available on Consultant’s website) and that Consultant personnel will be granted reasonable and safe access to perform Services.

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6. Service includes labor for routine, remedial and preventive maintenance as well as remedial parts. Emergency Service calls will be performed at no extra charge provided such calls are made during normal business hours. Normal business hours are 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, exclusive of holidays observed by Consultant. Delivery time and response time may vary for remote areas of some countries and may be agreed to locally. Overtime charges, at Consultant’s then current rate, will be charged on all Service calls made outside normal local business hours.

7. Service required due to malfunction of parts, attachments or supplies not provided by Consultant is not part of Consultant’s Service obligations. Any alterations, modifications or changes to the Device not made by Consultant may result in termination of Service for that Device. Repairs and/or Services that fall outside the scope of Consultant’s Service obligations may be billed at prevailing hourly rates with prior City authorization; this includes but is not limited to: abuse or misuse, alteration or modification not made by Consultant, third party interference, the use of non-standard supplies, usage beyond manufacturer’s recommended operating parameters, theft, neglect, fire, water, casualty or other natural force.

8. The Device Consultant agrees to Service is an existing device; such Device must be in good working condition before the start of Service coverage. Remedial Service may be required to bring the Device to proper operating standards and the labor and parts associated will be billed at prevailing rates. A quote will be provided for City approval before work begins.

SUPPLIES

9. Under this “inclusive service agreement”, Consultant will provide all necessary supplies for the normal operation of the Device on an as needed basis including, but not limited to, staples, parts, rollers, drums, toner, developer, and waste tanks. Devices will be delivered with supplies necessary for start-up. It is City’s responsibility to order supplies from Consultant. For Devices that are covered by this supply inclusive service agreement, the routine delivery of all supplies to City is the responsibility of Consultant, and will be made at no additional charge to City. For Devices that are not covered by a supply inclusive agreement, Consultant may charge a supply shipping and handling fee on each periodic invoice regardless of whether supplies are shipped in any particular period. The current calculations for such fees are posted at http://kmbs.konicaminolta.us/faqs. Consultant reserves the right to charge for expedited supply orders (i.e. overnight delivery) where requested by City.

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10. Supplies provided hereunder are the property of Consultant until they are consumed and are intended to be used exclusively in the covered Device. City bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap. Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, Consultant may perform an audit of supply or consumables consumption and Device usage data to determine consumption levels. In the event the actual consumption levels materially exceed twenty percent (20%) of the levels used to determine contract pricing, Consultant shall have the right to invoice for the excess consumption.

11. Genuine Consultant supplies will be provided for Consultant Devices covered under a supply inclusive service agreement. For non-Consultant branded Devices, Consultant will provide fully compatible toner and print cartridges.

12. Auto Supply Delivery: The City will provide a designated City contact(s) to confirm supply shipments via email and maintain delivery address information via an agreed upon methodology.

PRINT METER READING

13. Meter Collection: For those Devices under a cost per copy Service plan and where there is no Device relationship manager deployed, the City agrees to provide accurate and timely meter readings at the end of each billing period in a manner mutually agreed upon by City and Consultant. Consultant shall have access to the Device to monitor the meter counts.

14. If meter readings have not been received in a timely manner, Consultant may obtain or estimate them by utilizing data collected from City’s prior volume rates.

Additionally, specific locations that are non-responsive to Consultant’s request for meter readings will be reported to City representative who will assist in collecting meter readings.

15. Each 8.5”x11” or A4 image generated by the covered Device is considered a ‘print’.

Larger paper sizes result in images that are a multiple of a single print based on length and will be chargeable unless otherwise agreed to in Exhibit B or a Statement of Work.

Duplex images count as twice the rate of simplex prints. Specialty Devices (e.g., wide format, label printing, etc.) Service plans may have different specifications and will be agreed to in a Statement of Work.

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MFP MAINTENANCE: PRICING AND TERM

16. The maintenance term under this Agreement for purchased Devices is a minimum of thirty-six (36) months and a maximum of sixty (60) months. The maintenance term begins on the installation date for each Device. For leased Devices, the Service term will be equal to the term of the lease up to a maximum of sixty (60) months. The Service pricing listed in Exhibit B shall remain firm for a period of two (2) years from installation for each Device. Following the initial two (2) years of installation, reasonable price increases or decreases for subsequent maintenance terms may be negotiated by Consultant and City after completion of the initial maintenance term.

HARD DRIVE SECURITY

17. When certain Devices are removed from a City facility, Consultant offers four hard drive disposal options. The availability of these options depends on the Device model and configuration. A Statement of Work will be developed by Consultant and City to document the scope of the project for options 3 and 4.
x Option 1- bizhub SECURE: This option provides real-time hard drive encryption for the life of the Device and document data security through disk overwrite as well as user mailbox data deletion, hard drive encryption, hard drive lock and administrative password.
x Option 2- As-is-disposal: Consultant will pick up the Device(s) and will dispose of the Device(s) using an ecologically safe process. The internal data on the Device will not be altered or modified in any way, and City agrees to hold Consultant harmless from any third party claims arising out of any unauthorized access to the data on the disposed Device.
x Option 3- In-place data cleansing: Where available, a Consultant technician will perform a ‘data overwrite’ of the hard drive using built-in sanitization technology. The drive will be cleared of data and re-initialized in the Device before disposal. Availability of this option depends on Device model and configuration and does not include the replacement cost of the hard drive. Fees apply.
x Option 4- Hard drive retention: At the time of disposal, the internal hard drive will be removed, sealed in a container and surrendered to City. A replacement hard drive will be installed and re-initialized. Availability of this option depends on the Device model and configuration and does not include the replacement cost of the hard drive. Fees apply.

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EXHIBIT B

FEE SCHEDULE
Consultant shall be compensated for the Products detailed in this Exhibit B and the Services described in Exhibit A to this Agreement as set forth in the Agreement and as follows:

1. Maximum Not to Exceed amount.

A. The maximum the Consultant shall be paid on this Agreement is $400,000 hereafter the Not to Exceed amount. The Not to Exceed amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work not identified in Exhibit A.

B. Standard Reimbursable Items: Only the reimbursable items identified shall be compensated to the Consultant. Reimbursable expenses will be reimbursed without markup. Reimbursable expenses shall not exceed the Not To Exceed Amount set forth in the Agreement and a copy of the original invoice for the items listed in sections 1, 2 or 3 below shall be attached to the invoice submitted to the City for reimbursement. Items such as a telephone, fax, postage or freight are already included in the billable Service hourly rate. Consultant shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary, and actually incurred, by the Consultant in connection with the Services:

1. Expenses, fees or charges for printing, reproduction, or binding of documents at actual costs with no markup added to the actual cost.

2. Any filing fees, permit fees, or other fees paid or advanced by the Consultant at actual costs with no markup added to the actual cost.

3. Travel expenses shall be reimbursed at actual costs with no markup added to the actual cost.

C. Consultant shall be entitled to receive payments for Products delivered and Services performed pursuant to the Agreement. The City will pay Consultant based on invoices for Products delivered and Services performed and approved until the Not to Exceed amount is reached. Thereafter, Consultant must complete Services based on the Agreement without additional compensation unless the Not to Exceed amount is amended by a written Amendment signed by a duly authorized representative of each party.

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2. Pricing. The pricing for the Products and Services offered hereunder are attached hereto. Additional Products and Services shall be priced as agreed to in an Amendment signed by a duly authorized representative of each party. The Product prices set forth in this Agreement shall remain firm for a period of two (2) years from the Effective Date of the Agreement.

Following the initial two (2) years of the Agreement, reasonable price increases or decreases for subsequent contract terms may be negotiated between Consultant and City after completion of the initial term.

3. Invoices. Invoices shall be submitted to the below address:

City of Livermore
Information Technology Division
Attention: Laura Tostado
1052 South Livermore Avenue
Livermore, CA 94550
Phone #: 925-960-4072
Email: [email protected]

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KONICA MINOLTA PHASE 1
CPC/Cost-per-copy / Flat60/Monthly Model Manufacturer KM DeviceConfig 60 mo 30 Day Volume Device Location Serial Number Device Location / notes Flat Rate Service rate (UnlimitedHardware Cost
MP C4503 Ricoh C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 2318 City Hall - Floor 1 E175M260419 ENG\IT Area C7765i Canon C651i 3HD $199.54 CPC0.004 BW/0.037 CLR $199.54 N/A City Hall - Floor 1 3FR02379 MP C4503 Ricoh C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 336 City Hall - Floor 1 E175M861267 BLD Counter / Print Area
C5850i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 N/A City Hall - Floor 2 38C01428 Work Room MP C4503 Ricoh C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 2548 City Hall - Floor 2 E175M861438 City Managers
MP 301SPF Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 208 City Hall - Floor 2 W915P804389 Water Billing CH 2nd Floor / Finance
C7765i Canon C651i 3HD $199.54 CPC0.004 BW/0.037 CLR $199.54 N/A City Hall - Floor 2 3FR02384 Copy Room MP 301SPF Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 63 City Hall - Floor 2 W915P804393 Business License CH 2nd Floor
MP C4503 Ricoh C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 3116 City Hall - Floor 2 E175M861457 HR work area
IR DX C5850i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 154 City Hall - Floor 2 38C01479 Copy Room C7765 Canon C651i 3HD $199.54 CPC0.004 BW/0.037 CLR $199.54 N/A Police Building - Floor 1 3FR02404 Records MP3015pf Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/A Police Building - Floor 1 W915P804396 Kiosk C5550i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 N/A Police Building - Floor 1 2JH00649 Near Room 106 - Copy area
MP3554 Ricoh 451i 3HD $109.57 CPC 0.005 BW $109.57 N/A Police Building - Floor 1 G165R830348 Report Writing Room
MP3554 Ricoh 451i 3HD $109.57 CPC 0.005 BW $109.57 N/A Police Building - Floor 1 G165R830496 MP301SPF Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/A Police Building - Floor 1 - Evidence W915P804392 Evidence
MP3554 Ricoh 451i 3HD $109.57 CPC 0.005 BW $109.57 N/A Police Building - Floor 2 G165R830324 Traffic Office C5560 Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 N/A Police Building - Floor 2 2HT02734 Room 218 MP361SPF Ricoh C3351i 2DW-STOR $57.06 Flat Rate $60.30 $57.06 N/A Library - Civic Center (115 maps) W915P804395 MDF Room 153
MP5503 Ricoh C3351i 3HD-BKLT $210.16 CPC 0.004 BW/0.037 CLR $210.16 N/A Library - Civic Center E185M810131 Copy Room
MP301SPF Ricoh 4051i NoFX-DESK $51.42 Flat Rate $37.80 $51.42 N/A Library - Civic Center (109 maps) W915P804344
MP301SPF Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/A Library - Springtown W915P804391 MP301SPF Ricoh 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/A Library - Rincon W915P804397 IR DX C5850i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 140 Livermore Maintenance Building 38C01877 Copy Room 406 IR DX C5850i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 3332 Water Trtmnt - Admin Bldg - Flr 1 38C01870 Reception IR DX C5850i Canon C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 12 Water Trtmnt - Laboratory 2XW17870EID#502280 MP C4503 Ricoh C451i 3HD $142.87 CPC0.004 BW/0.040 CLR $142.87 N/A Airport - Admin office E175M861462 Airport T i l Offi
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KONICA MINOLTA
Phase 2
City Hall - Fax- dskt - Color C3351i FX-DSKT $49.98 Flat Rate $60.30 $49.98 City Hall - Fax- dskt $2,999.09 City Hall - Fax- dskt - Color C3351i FX-DSKT $49.98 Flat Rate $60.30 $49.98 City Hall - Fax- dskt $2,999.09 Police - Fax- dskt - Color C3351i FX-DSKT $49.98 Flat Rate $60.30 $49.98 City Hall - Fax- dskt $2,999.09 Police - Fax- dskt - Color C3351i FX-DSKT $49.98 Flat Rate $60.30 $49.98 City Hall - Fax- dskt $2,999.09 City Hall - no fax - dskt - Mono 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/ACity Hall - no fax - dskt - Mono $3,085.46
City Hall - no fax - dskt - Mono 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/ACity Hall - no fax - dskt - Mono $3,085.46
City Hall - no fax - dskt - Mono 4051i FX-FLR $51.42 Flat Rate $37.80 $51.42 N/ACity Hall - no fax - dskt - Mono $3,085.46
Hardware Monthly Lease Total$354.21
Hardware Annual Lease Total$4,250.55
60 Month Hardware Lease Total$21,252.74
60 month Service Estimate (20% of Hardware)*$21,276.00
Estimated Hardware and Service Cost - 60 Month Lease$42,528.74 Phase 3
Library Replacement/upgrade device C451i 3HD $142.87 CPC 0.004 BW/0.040 CLR $142.87 140 Library Replacement/upgrade device$8,572.46
Library Replacement/upgrade device C451i 3HD $142.87 CPC 0.004 BW/0.040 CLR $142.87 140 Library Replacement/upgrade device$8,572.46
Library Replacement/upgrade device C451i 3HD $142.87 CPC 0.004 BW/0.040 CLR $142.87 140 Library Replacement/upgrade device$8,572.46
Hardware Monthly Lease Total$428.62
Hardware Annual Lease Total$5,143.48
60 Month Hardware Lease Total$25,717.39
60 month Service Estimate (20% of Hardware)*$6,857.97
Estimated Hardware and Service Cost - 60 Month Lease$32,575.36

ESTIMATED CONTRACT VALUE
The additional funding is for Phase 2 of the printer
upgrade project, which includes all-inclusive service
(toner and maintainence) and is included in the costper-copy and flat-rate pricing for the next 60 months This funding will also include replacing additional desktop printers and upgrading additional "public-facing" devices at the Library locations, per Paul Galick's
recommendations that were determined during the
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EXHIBIT C

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

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

2. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease.

A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”.

Deductibles and Self-Insured Retention
All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Consultant/Contractor shall be solely responsible for any deductibles or self-insured retentions it may maintain. 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 policy is to contain, or be endorsed to contain, the following provisions:

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

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 Docusign Envelope ID: 825AA291-817E-8351-8066-988087204E3B

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or self-insurance and shall be at least as broad as ISO Form CG 20 10 04

13. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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

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

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

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and applicable 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 applicable endorsements are to be received and approved by the City of Livermore before work commences.

Docusign Envelope ID: 825AA291-817E-8351-8066-988087204E3B

EXHIBIT A
366
CITY COUNCIL STAFF REPORT ITEM NO. 6.13
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Adopt a resolution approving two side letter agreements between the City of Livermore and the Livermore Police Management Association amending Article IV (Promotion) and Article X (Supervisory Differential) of the memorandum of Understanding (MOU), effective retroactive to July 1, 2025.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution approving two side letter agreements between the City of Livermore and the Livermore Police Management Association amending Article IV (Promotion) and Article X (Supervisory Differential) of the Memorandum of Understanding (MOU), effective retroactive to July 1, 2025.

SUMMARY
The proposed side letter agreements amend Articles IV (Promotion) and X (Supervisory Differential) of the Livermore Police Management Association MOU. The Article IV amendment provides employees initially promoted into the bargaining unit with a 17.5% increase to base salary upon promotion, replacing the current structure of a 10% promotional increase supplemented by a supervisory differential. The Article X amendment provides that future salary adjustments necessary to maintain the required 17.5% salary differential will be incorporated into base salary rather than paid as a separate supervisory differential. The proposed changes do not increase employee compensation but instead simplify compensation administration by incorporating supervisory differential into base salary and support the reporting of pensionable compensation to CalPERS. The agreements are effective retroactive to July 1, 2025.

DISCUSSION
Under the current MOU, employees promoted into the Police Management bargaining unit receive a 10% promotional increase to base salary. When necessary to maintain the contractual 17.5% salary differential between management employees and the highest-paid subordinate employee, an additional supervisor differential is paid as a separate compensation item. The proposed side letter amending Article IV provides that employees initially promoted into the bargaining unit will receive the full 17.5% promotional increase as base salary, eliminating the need for a separate supervisory differential upon 367
promotion.

The proposed side letter amending Article X revises the administration of supervisory differential maintenance by providing that any future salary adjustments necessary to maintain the required 17.5% differential will be incorporated into an employee's base salary rather than paid as a separate supervisory differential.

These amendments are intended to simplify compensation administration and align the compensation structure with CalPERS reporting requirements. The amendments do not provide additional compensation or increase the total compensation received by employees; rather, they change the manner in which existing compensation is administered and reported. These side letters apply retroactively to July 1, 2025, consistent with the effective date of the current MOU.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no fiscal impacts associated with these side letters. The side letters do not create additional compensation but instead restructure how existing compensation is administered and reported.

COMMUNITY PILLAR:

5. A City That Works
GOAL:

8. Attract, develop, engage, and retain a diverse and highly skilled workforce across the organization.

ATTACHMENTS

1. Resolution
Exhibit A - Side Letter Agreement Article IV (Promotion) Exhibit B - Side Letter Agreement Artcile X (Supervisory Differential) Prepared by: Kristen Hilton
Acting Administrative Services
Director
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
368
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING TWO SIDE LETTER AGREEMENTS

WITH THE LIVERMORE POLICE MANAGEMENT ASSOCIATION

AMENDING ARTICLE IV (PROMOTION) AND ARTICLE X
(SUPERVISORY DIFFERENTIAL) OF THE MEMORANDUM OF
UNDERSTANDING EFFECTIVE RETROACTIVE TO JULY 1, 2025
The City of Livermore (City) and the Livermore Police Management Association are parties to a Memorandum of Understanding (MOU) commencing on July 1, 2025, and expiring on June 30, 2029.

The City and the Livermore Police Management Association have mutually agreed to amend Article IV (Promotion) and Article X (Supervisory Differential) of the MOU to clarify the administration or promotional compensation and supervisory salary differentials.

The amendments do not increase compensation but instead modify the administration of existing compensation by incorporating supervisory differential payments base salary.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, it hereby approves the two side letter agreements to the Memorandum of Understanding between the City of Livermore and the Livermore Police Management Association for the period of July 1, 2025 through June 30, 2029, as reflected in the attached Exhibit A and Exhibit B, effective retroactive to July 1, 2025.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Kimberly Cilley
Helena Graves Kimberly Cilley
Acting City Clerk City Attorney
Exhibit A – Side Letter Agreement Article IV (Promotion) Exhibit B – Side Letter Agreement Article X (Supervisory Differential) 369

EXHIBIT A
370

EXHIBIT B
371
CITY COUNCIL STAFF REPORT ITEM NO. 7.1
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Hearing to place delinquent sewer accounts on the Property Tax Roll.

RECOMMENDED ACTION
Staff recommends the City Council hold a public hearing to consider protests, adopt a resolution overruling protests to place delinquent sewer accounts on the property tax roll, and direct staff to forward a finalized copy of the assessment list to the County Tax Assessor.

SUMMARY
The City of Livermore has approximately 1,100 sewer accounts, primarily commercial, that are billed monthly. Of these accounts, 19 are severely delinquent. As provided in Livermore Municipal Code section 13.36.180, 13.36.210 and the Health and Safety Code 5473 et seq., any and all delinquent sewer service and use charges may be placed on the tax roll and collected with property taxes.

DISCUSSION
Sewer revenues are generated for the collection, treatment, and disposal of wastewater. The City of Livermore Sewer Enterprise serves all residential and business customers within the city limits. All service charges are based on the strength and quantity of sewage generated by the customer.

Commercial accounts are billed monthly based on the amount of water used and their industrial classification. Residential customers are billed annually via the Alameda County property tax roll.

Residential charges are based on expected usage and strength of sewage of the class as a whole and customers pay a flat rate each year.

According to Livermore Municipal Code 13.36.190, sewer service and use charges are delinquent if not paid on or before the sixtieth day immediately following the date upon which such charges become due and payable. Commercial and some residential multi-family sewer accounts are billed monthly. In addition, residential customers in new development are billed monthly until they move to the property tax roll in July and begin to be billed annually. For all sewer accounts billed monthly, customers receive a statement that lists the previous balance and current charges separately, so delinquent charges are clearly identifiable. As a courtesy, City of Livermore utility billing staff also contacts customers with delinquent balances by letter, email and/or phone call to alert them to the balance due. Despite these 372
efforts, the accounts on the property tax assessment list remain severely delinquent.

Per Livermore Municipal Code 13.36.180, 13.36.210, and the Health and Safety Code 5473 et seq., in the event of the failure of any owner to pay when due any sewer services charges applicable to premises owned by them, the City may enforce payments of such delinquent charges by placing them on the tax roll and collecting with property taxes. In addition to the City of Livermore’s collection efforts, on July 9, 2026, city staff sent letters to affected property owners advising the City's intent to assess their property and the scheduled Public Hearing on July 27, 2026. Notice of the hearing was also published in the paper once a week for two weeks, with the first publication occurring at least 14 days before the public hearing, and with at least 5 days in between the two publications, pursuant to Health and Safety Code sections 5473 et. seq. and Government Code 6066.

Of the accounts on the property tax assessment list, all but two are commercial accounts. The largest two accounts on the assessment list are restaurant and retail store. The amounts for the residential accounts represent final balances not paid before the property rolled to the assessor tax roll.

Upon confirmation by the City Council, City staff will send the final assessment list to a consultant to verify addresses and then send the information to the assessor’s office to be placed on the Alameda County tax roll.

The number of accounts and balances on the assessment list may decrease after publication of this report since account holders and property owners may settle their account up until the July 27, 2026 Public Hearing. This payment cutoff date is necessary in order for the assessments to be included in the 2026-2027 County Tax Assessor’s billing.

Staff recommends the City Council consider protests, adopt a resolution overruling protests, and direct staff to forward a finalized copy of the assessment list to the County Tax Assessor.

FISCAL AND ADMINISTRATIVE IMPACTS
The total assessment list is approximately $6,180. Collection of these delinquent balances would avoid bad debt expense in this amount to be charged to the sewer enterprise fund. Consultant expense of $500 will be incurred to place the delinquent sewer lien charges on the County’s property tax roll.

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

ATTACHMENTS

1. Resolution

2. Exhibit A - City of Livermore delinquent sewer list balance as of 6-24-25 FY26-27 property tax liens
373
Prepared by: Martin Wong
Accounting Supervisor
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
374
Rev. 04.2025 1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION CONSIDERING AND OVERRULING PROTESTS AND

OBJECTIONS AND AUTHORIZING DELINQUENT SEWER CHARGES

TO BE PLACED ON THE PROPERTY TAX ROLL PURSUANT TO THE

HEALTH AND SAFETY CODE
California Health and Safety Code Sections 5473.1, 5473.2 and 5473.3, require a hearing to be held regarding protests and objections to the adoption of the written report containing a description of each parcel of real property within the City to which the delinquent charges are applicable, and the amount of the delinquent charges for each identified parcel (“Report”).

The City initiated collection procedures for delinquent payments and penalties for sewer service and use charges as authorized by Livermore Municipal Code sections

13.36.180, 13.36.210, and the Health and Safety Code 5473 et seq.,. Collection procedures included mailing letters giving notice to the property owners not less than 10 days before the public hearing.

On July 27, 2026, the City Council held a public hearing to hear all objections or protests by property owners described in the Report and to be assessed for delinquent amounts, identified in the attached Exhibit A, for unpaid account balances. All persons desiring to be heard and all oral and written protests and objections, if any, were fully heard. The City Council gave all persons an opportunity to be heard with respect to the adoption of the Report and placing of the delinquent charges on the tax rolls for fiscal year 2026-2027.

The City Clerk of the City of Livermore has, within the time required by law, posted the assessment list in the same locations as the agenda for the City Council’s meeting on July 27, 2026, with the time shown when said list has been submitted to the City Council for confirmation. Notice of the hearing was published in the paper once a week for two weeks, with the first publication occurring at least 14 days before the public hearing, and with at least 5 days in between the two publications, pursuant to Health and Safety Code sections 5473 et. seq. and Government Code 6066. On July 9, 2026, city staff sent letters to affected property owners advising of the City’s intent to assess their property and the scheduled Public Hearing on July 27, 2026.

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

1. The above recitals are true and correct.

2. Each and all objections and protests, if any, have been overruled and denied by motion of the City Council.
375
Rev. 04.2025 2 RESOLUTION NO. ________

3. The delinquencies and penalties listed in the Report that is attached as Exhibit A, and is incorporated by this reference, are hereby confirmed by the City Council as submitted.

4. The City Clerk is hereby directed to file with the County of Alameda, a copy of the Report together with a statement endorsed on the report and signed by the City Clerk, that the report has been fully adopted. The City Clerk is further directed to file any other documents which are necessary to effectuate the placement of the charges on the tax rolls.

5. The outstanding amounts of overdue sewer service and use charges with the City of Livermore shall become an assessment on the property for unpaid account balances and placed on the County tax roll.

6. This Resolution shall become immediately effective upon adoption.

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ _______________________________ Helena Graves Tara Mazzanti
Acting City Clerk Senior Assistant City Attorney
Exhibit A – City of Livermore delinquent sewer list balance as of 6-24-25 FY 26-27 property tax liens
376
Service Address APN
Assessment
Amount
326 S L ST 97003000701 168.01
109 SEDONA CM 4 903001804500 171.75
2818 TRIAD PL 905001902300 181.86
835 RINCON AVE 098035100605 202.61
0 RAPALLO CMN (CABANA) 099012700100 211.29
157 S N ST 097001000203 232.87
52 WRIGHT BROTHERS AVE 099134202803 232.93
1230 VANCOUVER WAY 097013800800 242.48
297 RICKENBACKER CIR 099131602400 1,227.00
1935 SECOND ST 097002000704 667.40
2241 FIRST ST 097001500900 722.49
83 WRIGHT BROTHERS AVE 099134202302 762.21
2011 SECOND ST 097001900500 1,156.56
Total 6,179.46

CITY OF LIVERMORE

DELINQUENT SEWER LIST
BALANCE AS OF 6/24/25
FY26-27 PROPERTY TAX LIENS

EXHIBIT A
377
CITY COUNCIL STAFF REPORT ITEM NO. 7.2
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Kristen Hilton, Acting Administrative Services Director SUBJECT: Hearing to adopt FY 2026-27 Sewer Service and Use Charges Report and authorize Residential Charges to be collected in the same manner, by the same persons, and at the same time as, together with and not separately from, the City’s General Taxes.

RECOMMENDED ACTION
Staff recommends that the City Council hold a public hearing to consider all objections or protests, if any, to the written report describing each parcel of real property receiving wastewater services and the amount of the service charge for each parcel, adopt a resolution approving the residential Sewer Service and Use Charges report, and authorize collection of report amounts on the property tax roll by the Alameda County Tax Assessor.

SUMMARY
In accordance with CA Health & Safety Code section 5470 et seq., City Council must adopt a resolution authorizing collection of residential sewer service charges on the property tax roll after the public hearing for the City Council to hear and consider all objections or protests, if any, to the report referred to in the hearing notice pursuant to Health & Safety Code section 5473.2. If the City Council finds that protest is made by the owners of a majority of separate parcels of property described in the report, then the report shall not be adopted and the charges shall be collected separately from the tax roll and shall not constitute a lien against any parcel or parcels of land.

Upon conclusion of the hearing, the City Council may adopt, revise, change, reduce, or modify any charge or overrule any or all objections and shall make its determination upon each charge as described in the written report, which determination shall be final. As provided in Livermore Municipal Code section

13.36.180, the City’s Administrative Services Director filed a report with the City Clerk on July 10, 2026, that is available for review by the public. This report contained descriptions of each parcel of real property receiving sewer services and the amount of the sewer service and use charge for each parcel.

DISCUSSION
Sewer revenues are generated for the collection, treatment, and disposal of wastewater. The City of Livermore Sewer Enterprise serves all residential and business customers within the city limits. In 378
accordance with Health and Safety Code Section 5473, the City has been collecting the residential sewer service charges on the property tax roll since 1968.

The City follows the annual process described in Health and Safety Code Section 5473 and Livermore Municipal Code 13.36.180 by filing a report with the City Clerk. The report contains a description of each parcel of real property in the residential classification receiving sewer service and the amount of the sewer service charge for each parcel for the forthcoming fiscal year. The FY 2026-27 rates incorporated in this report were adopted by a unanimous vote of the City Council on June 9, 2025, with Resolution 2025-092. Per this report, the total FY 2026-27 residential sewer charges to be collected on the property tax roll are $28,092,106.68.

Notice of the hearing was published in the paper once a week for two weeks, with the first publication occurring at least 14 days before the public hearing, and with at least 5 days in between the two publications, pursuant to Health and Safety Code sections 5473 et. seq. and Government Code 6066.

Staff recommends the City Council consider oral and written protests, adopt a resolution overruling protests, approving the residential sewer charges report and authorizing the sewer service charges to be collected on the tax roll.

FISCAL AND ADMINISTRATIVE IMPACTS
Alameda County collection costs are charged to the Water Resources operating budget. The County charge is 1.7% of the amount collected on the roll, for an estimated FY 2026-27 amount of $477,565.81.

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

ATTACHMENTS

1. Resolution

2. Exhibit A - Fiscal Year 2026-27 Sewer Service Charge Roll Report Prepared by: Martin Wong
Accounting Supervisor
Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Kristen Hilton
Acting Administrative Services Director
379
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION ADOPTING THE SEWER SERVICE AND USE
CHARGES REPORT FOR FISCAL YEAR 2026-2027 AND

AUTHORIZING RESIDENTIAL CHARGES TO BE COLLECTED IN THE

SAME MANNER TOGETHER WITH, AND NOT SEPARATELY FROM,
THE CITY’S GENERAL TAXES
On June 9, 2025, the City Council of the City of Livermore passed Resolution 2025-092, which established and levied sewer service charges upon each premises or any portion thereof that receives or uses sewerage service from the City’s sewerage facilities.

The sewer service charges were adopted in compliance with Article XIIID, Section 6 of the California Constitution, Government Code section 53750 et seq., and Health and Safety Code section 5471.

The City would like to continue collecting the sewer service charges for residential customers on the tax roll pursuant to Health and Safety Code section 5473 et seq.

On July 10, 2026, the City’s Administrative Services Director filed with the City Clerk a report containing descriptions of each and every parcel of residential real estate receiving sewer services and the amount of the sewer service charge for each parcel (“Report”), as required by section 13.36.180 of the Livermore Municipal Code and section 5473 of the California Health and Safety Code. A copy of the Report is attached to this resolution as Exhibit A.

On July 27, 2026, the City Council held a public hearing to hear all objections or protests by property owners on whether to adopt the Report and authorize the sewer service charges to be collected on the tax roll.

The City Clerk of the City of Livermore has, within the time required by law, made the Report available to the public. Notice of the hearing was published in the paper once a week for two weeks, with the first publication occurring at least 14 days before the public hearing, and with at least 5 days in between the two publications, pursuant to Health and Safety Code sections 5473 et. seq. and Government Code 6066.

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

1. The recitals set forth above are true and correct and are incorporated herein by this reference as if fully set forth in their entirety. 380
2 RESOLUTION NO. ________

2. The City Council finds and determines that notice of the filing of the Report and of the time and place of the hearing thereon was provided in accordance with Health and Safety Code Sections 5473.1.

3. After hearing and considering all objections or protests to the Report, if any, the City Council finds that protest was not made by a majority of the owners of the separate parcels of property described in the Report, that any and all objections received are overruled, and that it hereby adopts the Report.

4. The sewer service charges listed in the Report shall be collected on the tax roll in the same manner, by the same persons, and at the same time as, together with and not separately from the general taxes for Fiscal Year 2026-27. The Report is attached as Exhibit A.

5. The County Controller of the County of Alameda is hereby authorized to collect the sewer service charges listed in the Report on the tax roll.

6. This resolution shall take effect immediately.

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

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 27, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales
Helena Graves Daniel Gonzales
Acting City Clerk Deputy City Attorney
Exhibit A – Fiscal Year 2026-27 Sewer Service Charge Roll Report 381
Sewer Service Charge
Final Roll
Fiscal Year 2026-27
July 27, 2026

EXHIBIT A
382

CITY OF LIVERMORE SEWER SERVICE CHARGE
Final Roll for Fiscal Year 2026-27
(Parcel Number Order)
Assessor's
Parcel No. Amount
Property
Address Class
097 000800300 1562 2ND ST SFR $935.88
097 000900305 1624 2ND ST MFR $1,513.20
097 000900306 1642 2ND ST MFR $1,513.20
097 000900308 1610 2ND ST MFR $1,513.20
097 001000301 1742 2ND ST SFR $935.88
097 001000302 1730 2ND ST SFR $935.88
097 001000400 1716 2ND ST SFR $935.88
097 001300300 2046 2ND ST SFR $935.88
097 001400503 2139 1ST ST MFR $3,026.40
097 001700700 2224 3RD ST SFR $935.88
097 001700800 282 S J ST SFR $935.88
097 001700900 266 S J ST SFR $935.88
097 002100402 1842 3RD ST SFR $935.88
097 002100500 1828 3RD ST SFR $935.88
097 002100600 1814 3RD ST SFR $935.88
097 002200202 1758 3RD ST SFR $935.88
097 002200301 1712 3RD ST SFR $935.88
097 002200302 1724 3RD ST SFR $935.88
097 002200303 1746 3RD ST SFR $935.88
097 002200403 1727 2ND ST SFR $935.88
097 002200404 1741 2ND ST SFR $935.88
097 002300100 1683 2ND ST SFR $935.88
097 002300200 1688 3RD ST SFR $935.88
097 002300301 1652 3RD ST SFR $935.88
097 002300302 1676 3RD ST SFR $935.88
097 002300401 1650 3RD ST SFR $1,871.76
097 002300402 1634 3RD ST SFR $935.88
097 002300500 1620 3RD ST SFR $1,871.76
097 002300601 210 S P ST MFR $1,513.20
097 002300800 1667 2ND ST SFR $935.88
097 002300900 1651 2ND ST SFR $935.88
097 002400102 1560 3RD ST SFR $935.88
097 002400200 1588 3RD ST SFR $935.88
097 002400302 1532 3RD ST SFR $935.88
097 002400303 1546 3RD ST SFR $935.88
097 002400307 220 S Q ST SFR $935.88
097 002400308 1529 2ND ST SFR $935.88
097 002400400 288 S Q ST SFR $935.88
097 002400500 1565 2ND ST SFR $935.88
097 002400600 235 S P ST SFR $935.88
097 002400700 1561 2ND ST SFR $935.88
097 002400800 1557 2ND ST SFR $935.88
097 002400900 1553 2ND ST SFR $935.88
097 002401000 1549 2ND ST SFR $935.88
097 002401100 1545 2ND ST SFR $935.88
097 002401200 1541 2ND ST SFR $935.88
097 002500101 1585 3RD ST SFR $935.88
097 002500102 1557 3RD ST SFR $935.88
097 002500201 1590 4TH ST SFR $935.88
097 002500304 1532 4TH ST SFR $935.88
097 002500305 386 S Q ST SFR $935.88
Assessor's
Parcel No. Amount
Property
Address Class
097 002500309 1556 4TH ST MFR $3,026.40
097 002500310 1576 4TH ST SFR $935.88
097 002500311 1539 3RD ST SFR $935.88
097 002500313 1515 3RD ST SFR $935.88
097 002500314 1527 3RD ST SFR $935.88
097 002600100 1687 3RD ST SFR $935.88
097 002600200 1682 4TH ST SFR $935.88
097 002600300 1668 4TH ST SFR $935.88
097 002600400 1654 4TH ST SFR $935.88
097 002600501 1640 4TH ST SFR $935.88
097 002600502 4TH ST MFR $1,513.20
097 002600600 386 S P ST SFR $935.88
097 002600700 1615 3RD ST SFR $935.88
097 002600800 1631 3RD ST SFR $935.88
097 002600901 1645 3RD ST SFR $935.88
097 002600902 1657 3RD ST SFR $935.88
097 002601000 1673 3RD ST SFR $935.88
097 002700101 1783 3RD ST SFR $935.88
097 002700104 1769 3RD ST SFR $935.88
097 002700202 1770 4TH ST MFR $1,513.20
097 002700203 1784 4TH ST MFR $1,513.20
097 002700302 390 S O ST MFR $1,513.20
097 002700303 1756 4TH ST SFR $935.88
097 002700304 1738 4TH ST MFR $3,026.40
097 002700405 1707 3RD ST SFR $935.88
097 002700501 1739 3RD ST SFR $935.88
097 002700600 1755 3RD ST SFR $935.88
097 002800100 325 S M ST MFR $1,513.20
097 002800500 1853 3RD ST SFR $935.88
097 002800600 1869 3RD ST SFR $935.88
097 003000102 2073 3RD ST 1SFR/1MFR $1,692.48
097 003000104 2087 3RD ST MFR $1,513.20
097 003000105 343 S K ST SFR $935.88
097 003000300 2038 4TH ST SFR $935.88
097 003200300 2254 4TH ST SFR $935.88
097 003200401 2238 4TH ST SFR $1,871.76
097 003200402 2210 4TH ST SFR $935.88
097 003200700 2235 3RD ST SFR $935.88
097 003400101 2361 4TH ST SFR $935.88
097 003400102 421 S LIVERMORE AVE SFR $935.88
097 003400200 485 S H ST SFR $935.88
097 003400300 2356 5TH ST SFR $935.88
097 003400400 2340 5TH ST SFR $935.88
097 003400500 2324 5TH ST SFR $935.88
097 003400600 482 S I ST MFR $1,513.20
097 003400700 2317 4TH ST SFR $935.88
097 003400800 2331 4TH ST SFR $935.88
097 003400900 2345 4TH ST 1SFR/1MFR $1,692.48
097 003500202 463 S I ST MFR $1,513.20
097 003500400 2248 5TH ST SFR $935.88
097 003500700 2235 4TH ST SFR $935.88